WAUSAU MOSINEE PAPER MILLS CORP
2000 STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>2000 STOCK OPTION PLAN
<TEXT>




                     WAUSAU-MOSINEE PAPER CORPORATION
                          2000 STOCK OPTION PLAN





                      WAUSAU-MOSINEE PAPER CORPORATION
                           2000 STOCK OPTION PLAN


     SECTION 1.  PURPOSE.  The Plan has been adopted to enable the
 Company to attract and retain management-level employees and directors
 and to link stock-based individual participant incentives directly to
 the Company's financial performance and increases in shareholder value.


     SECTION 2.  CERTAIN DEFINITIONS.  As used in this Plan, and in
 addition to any terms elsewhere defined in this Plan, the following
 terms, when capitalized, shall have the meanings set forth in this
 Section 2.

     SECTION 2.1. "BOARD" means the Board of Directors of the Company.

     SECTION 2.2. "CAUSE" means, with respect to any Optionee and unless
 otherwise provided by the Committee, (a) "Cause" as defined in any
 Option Agreement for the benefit of the Optionee, or (b) if there is no
 definition of "Cause" in the Optionee's Option Agreement, then with
 respect to such Optionee, Cause means: (i) an intentional failure to
 perform assigned duties;  (ii) willful misconduct in the course of the
 Optionee's employment; (iii) breach of a fiduciary duty involving
 personal profit or acts or omissions of personal dishonesty,
 including, but not limited to, commission of any crime of theft,
 embezzlement, or misapplication of funds; (iv) any intentional,
 reckless, or negligent act or omission to act which results in the
 violation by the Optionee of any policy established by the Company or a
 Subsidiary which is intended to insure compliance with applicable
 securities, environmental, employment discrimination, or other laws or
 which causes or results in the Company's or a Subsidiary's violation of
 such laws, except any act done by the Optionee in good faith, as
 determined in the reasonable discretion of the Committee, or which
 results in a violation of such policies or laws which is, in the
 reasonable sole discretion of such Committee, immaterial; or (v) any of
 the foregoing which results in material loss to the Company or any of
 its Subsidiaries.  The Committee shall have the sole discretion to
 determine whether Cause exists, and the Committee's determination shall
 be final.

     SECTION 2.3. "CHANGE IN CONTROL" has the meaning set forth in
<PAGE>
 Section 8.2.

     SECTION 2.4. "CODE" means the Internal Revenue Code of 1986, as
 amended.  The reference to any specific section of the Code or any
 regulation promulgated thereunder shall include any successor section
 or sections or regulation or regulations, as the case may be.

     SECTION 2.5. "COMMITTEE" means, subject to the provisions of
 Section 4, the Option and SAR Committee of the Board.

     SECTION 2.6. "COMMON STOCK" means the common stock, no par value,
 of the Company.
                                 -1-
     SECTION 2.7. "COMPANY" means Wausau-Mosinee Paper Corporation, a
 Wisconsin corporation.

     SECTION 2.8. "DIRECTOR" means a member of the Board, and includes
 all such members who are also employees of the Company.

     SECTION 2.9. "DISABILITY" means (a) a physical or mental condition
 which qualifies as a total and permanent disability under the terms of
 any plan or policy maintained by the Company or a Subsidiary and for
 which the Optionee is eligible to receive benefits under such plan or
 policy, or (b) if the Optionee does not participate in a disability
 plan or is not covered by a disability policy of the Company or a
 Subsidiary, Disability means the permanent and total inability of the
 Optionee by reason of mental or physical infirmity, or both, to perform
 the work customarily assigned to him or her, if a medical doctor
 selected or approved by the Committee, and knowledgeable in the field
 of such infirmity, advises the Committee either that it is not possible
 to determine when such Disability will terminate or that it appears
 probable that such Disability will be permanent during the remainder of
 said Optionee's lifetime.

     SECTION 2.10. "EFFECTIVE DATE" means June 22, 2000.

     SECTION 2.11. "EMPLOYED," and any variation thereof such as
 "EMPLOYMENT," means, as appropriate, employed by or employment with any
 of the Company or any present or future Subsidiary.

     SECTION 2.12. "EXCHANGE ACT" means the Securities Exchange Act of
 1934, as amended.  The reference to any specific section of the
 Exchange Act or any regulation promulgated thereunder shall include any
 successor section or sections or regulation or regulations, as the case
 may be.

     SECTION 2.13. "FAIR MARKET VALUE" of a share of Common Stock as of
 any date means the price per Share as determined in accordance with the
 following:

          (A)  EXCHANGE.  If the principal market for the Common Stock
 is a national securities exchange, "Fair Market Value" means the
 average of the highest and lowest reported sale prices of the Common
 Stock on the New York Stock Exchange Composite Tape if the Common Stock
 is then listed for trading on such exchange, otherwise, the average of
 the highest and lowest reported sales prices of the Common Stock in any
<PAGE>
 transaction reported on the principal exchange on which the Common
 Stock is then listed for trading.

          (B)  OVER-THE-COUNTER.  If the principal market for the Common
 Stock is an over-the-counter market, "Fair Market Value" means the
 average of the highest bid and lowest ask prices of the Common Stock
 reported in the Nasdaq National Stock Market, or if the Common Stock is
 not then listed for trading in such market, the average of the highest
 bid and lowest ask prices reported on any other bona fide
 over-the-counter stock market selected in good faith by the Committee.
                                  -2-
          (C)  DATE.  If the date on which Fair Market Value is to be
 determined is not a business day, or, if there shall be no reported
 transactions for such date, such determination shall be made on the
 next preceding business day for which transactions were reported.

          (D)  OTHER DETERMINATION.  If subparagraphs (a) and (b) are
 not applicable, Fair Market Value shall mean such amount as may be
 determined by the Committee by whatever means or method as the
 Committee, in the good faith exercise of its discretion, shall at such
 time deem appropriate.

     SECTION 2.14. "INCENTIVE STOCK OPTION" means an Option granted
 pursuant to the terms of the Plan which is intended by the Committee to
 meet the requirements of an "incentive stock option" within the meaning
 of Section 422 of the Code; provided, however, that to the extent an
 Incentive Stock Option is exercised after the expiration of any
 limitation on the time of exercise applicable under Section 422 of the
 Code, or such Option does not meet the qualifications of an "incentive
 stock option" within the meaning of such Section 422, such Option shall
 thereafter be a Non-Qualified Option.

     SECTION 2.15. "NON-QUALIFIED OPTION" means (a) an Option granted
 pursuant to the terms of the Plan which the Committee intends shall not
 meet the requirements of an "incentive stock option" within the meaning
 of Section 422 of the Code, and (b) any Option intended to be an
 Incentive Stock Option which does not satisfy the terms, or is not
 exercised in accordance with the requirements of, Section 422 of the
 Code.

     SECTION 2.16. "OPTION" means an option to purchase Shares awarded
 pursuant to the provisions of Section 6.

     SECTION 2.17. "OPTION AGREEMENT" means the written document which
 evidences an award of Options, whether or not such document requires
 the signature of the Optionee.

     SECTION 2.18. "OPTIONEE" means an eligible individual, as
 determined in accordance with Section 5, who has been granted an
 Option.

     SECTION 2.19. "OPTION PRICE" means, with respect to each Option,
 the price per Share at which such Option may be exercised and the
 Shares subject to such Option purchased.
<PAGE>
     SECTION 2.20. "PLAN" means the Wausau-Mosinee Paper Corporation
 2000 Stock Option Plan as set forth herein or as hereafter amended.

     SECTION 2.21. "RETIREMENT" means, with respect to an Optionee who
 is Employed, the Termination of Service by the Optionee on or after the
 date on which the Optionee had attained age fifty-five and completed
 ten calendar years of service with the Company, including service with
 any Subsidiary, and, with respect to a Director who is not Employed,
 the Termination of Service by the Director on or after the completion
 of not less than five calendar years of service as a Director.
                                 -3-
     SECTION 2.22. "SHARE" means a share of Common Stock.

     SECTION 2.23. "SUBSIDIARY" means any corporation, partnership, or
 other entity in which the Company owns, directly or indirectly, at
 least a 50% interest in the voting rights or profits.

     SECTION 2.24. "TERMINATION OF SERVICE" means, (a) with respect to
 an Employed Optionee, the Optionee's termination of Employment, and (b)
 with respect to a Director who is not Employed, the termination of such
 Optionee's service as a Director.  An Optionee Employed by a Subsidiary
 shall also be deemed to incur a Termination of Service if the
 Subsidiary ceases to be such a Subsidiary and the Optionee does not
 immediately thereafter become an employee of the Company or another
 Subsidiary.  Temporary absences from Employment because of illness,
 vacation, or leave of absence and transfers among the Company and its
 Subsidiaries shall not be considered Terminations of Service.  For
 purposes of the Plan, the Optionee's Termination of Service shall be
 deemed to have occurred at the close of business on the day preceding
 the first date on which he or she is no longer for any reason
 whatsoever Employed, or, in the case of a Director, the first date on
 which he or she is no longer a Director.


     SECTION 3.  NUMBER OF SHARES AVAILABLE FOR OPTIONS.

     SECTION 3.1.  SHARES SUBJECT.  The aggregate number of Shares which
 may be delivered under Options awarded pursuant to the Plan shall be
 equal to the sum of (a) 3,000,000 and (b) any Shares available for
 future awards under all prior stock option plans of the Company (the
 "Prior Plans") as of the Effective Date, including any Shares with
 respect to which options awarded under any Prior Plans are hereafter
 forfeited, expire, or are canceled without delivery of Shares.

     SECTION 3.2.  UNDELIVERED SHARES.  To the extent any Shares subject
 to an Option are not delivered to the Optionee (or the estate or other
 transferee of such Optionee) because the Option is forfeited, expires,
 or otherwise becomes unexercisable, or the Shares are not delivered
 because the Shares are used to satisfy the applicable tax withholding
 obligation of the Optionee, such Shares shall be deemed not to have
 been delivered for purposes of determining the maximum number of Shares
 available for delivery under the Plan.

     SECTION 3.3.  EXERCISE USING SHARES.  If the Option Price of any
 Option awarded under the Plan or any Prior Plan is satisfied by
 tendering Shares to the Company (by actual delivery or attestation),
<PAGE>
 only the number of Shares issued to the Optionee (or the estate or
 other transferee of such Optionee), net of the Shares tendered, shall
 be deemed delivered for purposes of determining the maximum number of
 Shares available for delivery under the Plan.

     SECTION 3.4.  STOCK DIVIDENDS, ETC.   If the Company shall, after
 the Effective Date, change the Common Stock into a greater or lesser
 number of Shares through a stock dividend, stock split-up, or
 combination of Shares, then (a) the number of Shares then subject to
                                 -4-
 the Plan, but which are notthen subject to any outstanding Option, (b)
 the number of Shares subject to each then outstanding Option (to the
 extent not previously exercised), and (c) the price per Share payable
 upon exercise of each then outstanding Option, shall all be
 proportionately increased or decreased as of the record date for such
 stock dividend, stock split-up, or combination of Shares in order to
 give effect thereto.  Notwithstanding any such proportionate increase
 or decrease, no fraction of a Share shall be issued upon the exercise
 of an Option or the Shares subject to an Option shall be rounded to the
 nearest whole Share and the Option Price shall be rounded to the
 nearest full cent.

     SECTION 3.5.  OTHER CHANGES.  If, after the Effective Date, there
 shall be any change in the Common Stock or other change in the
 capitalization of the Company other than through a stock dividend,
 stock split-up, or combination of Shares, including, but not limited
 to, a change which results from a merger, consolidation, spin-off, or
 other distribution of stock or property of the Company, any
 reorganization (whether or not such reorganization is within the
 meaning of Section 368 of the Code), or any partial or complete
 liquidation of the Company, then if, and only if, the Committee shall
 determine that such change equitably requires an adjustment in the
 number or kind of Shares then subject to an Option, the Option Price
 with respect to an Option, or the number of Shares or class of stock
 remaining subject to the Plan, such adjustment as the Committee shall
 determine is equitable and as shall be approved by the Board shall be
 made and shall be effective and binding for all purposes of such Option
 and the Plan.  If any member of the Board shall, at the time of such
 approval, be an Optionee, he shall not participate in any action in
 connection with such adjustment.


     SECTION 4.  ADMINISTRATION OF THE PLAN.

     SECTION 4.1  THE COMMITTEE.

          (A)  MEMBERSHIP QUALIFICATIONS.  Except as provided in this
 Section 4.1, at all times the Committee shall consist of not less than
 three members designated by the Board from among those Directors who
 are not officers or employees of the Company or a Subsidiary and each
 of whom is (a) a "non-employee director" within the meaning of Rule
 16b-3 under the Exchange Act (a "Non-Employee Director") and (b) an
 "outside director" within the meaning of Section 162(m) of the Code (an
 "Outside Director"); provided, however, that in addition to the Board's
 general authority to amend the Plan as provided for in Section 9.1, the
 Board shall have the specific authority to modify or eliminate the
<PAGE>
 foregoing qualifications or adopt such other qualifications as are
 reasonably intended to result in (x) the award of Options, and
 transactions with respect to the award or exercise of such Options,
 satisfying an exemption from Section 16(b) of the Exchange Act, or any
 successor thereto, and (y) compensation recognized by Optionees
 qualifying as a deductible expense of the Company under the
 "performance-based compensation" exception to compensation deduction
 limits which would otherwise be imposed on the Company under Section
 162(m) of the Code.
                                 -5-
          (B)  APPOINTMENT OF OTHER MEMBERS.  In the event that one or
 more members of the Committee shall fail to meet the qualifications set
 forth in Section 4.1(a), the Board shall remove such member or members
 and appoint a successor or successors who satisfy such qualifications.
 The Board shall act in a reasonably prompt manner to fill any vacancy
 on the Committee from among such of its members who are both
 Non-Employee Directors and Outside Directors.

          (C)  VALIDITY OF GRANTS.  Notwithstanding the qualifications
 for members of the Committee established in Section 4.1(a), any award
 of Options made by the Committee in good faith and without the
 knowledge that one or more of its members did not satisfy such
 qualifications, shall be valid and enforceable by the Optionee even
 though the members of the Committee did not, at the time of such award,
 satisfy such qualifications.

     SECTION 4.2  AUTHORITY OF COMMITTEE.  The Plan shall be
 administered by the Committee.  The Committee shall, subject to the
 terms of the Plan (including, specifically, Section 6.1), have the
 authority to, in its sole discretion, (a) select eligible individuals
 to receive an award of one or more Options and to participate in the
 Plan, (b) determine the number of Shares subject to each award and the
 Option Price associated therewith, (c) establish terms and conditions
 concerning the time of, and conditions precedent to, the exercisability
 of each award (including, without limitation, conditions with respect
 to the passage of time, financial performance of the Company,
 satisfaction of performance or other goals of the Optionee,
 restrictions on competitive employment or satisfaction of Company
 policies, increase in Fair Market Value of the Common Stock, and any
 other conditions which the Committee deems reasonably related to the
 satisfaction of the purposes of the Plan), (d) determine the form of
 each Option Agreement and all terms and conditions thereof with respect
 to each award, including adoption of a formula providing for the award
 of Options to Directors at specified intervals, (e) interpret the Plan
 and the application thereof and establish such rules and regulations
 as it deems necessary or desirable for the administration of the Plan,
 (f) modify or cancel any Option or take such action to cause the
 vesting or exercisability of any or all outstanding Options to become
 exercisable in part or in full for any reason at any time, subject to
 the limitation of Section 9.1, and (g) exercise such other authority as
 is reasonably related to the administration of and/or the fulfillment
 of the purpose of the Plan.  All actions, interpretations, rules,
 regulations, and conditions taken or established by the Committee shall
 be final, binding, and conclusive upon the Company and all Optionees.

     SECTION 4.3  ACTIONS BY THE COMMITTEE.  A majority of the members
<PAGE>
 of the Committee shall constitute a quorum.  In the absence of specific
 rules to the contrary, action by the Committee shall require the
 consent of a majority of the members of the Committee, expressed either
 orally at a meeting of the Committee or in writing in the absence of a
 meeting.

     SECTION 4.4  LIMITATION ON LIABILITY AND INDEMNIFICATION OF BOARD.
 No Director, no executive officer or other employee of the Company, and
 no other agent or representative of the Company shall be liable for any
 act, omission, interpretation, construction, or determination made in
 connection with the Plan in good faith, and all such persons shall be
                                 -6-
 entitled to indemnification and reimbursement by the Company in respect
 of any claim, loss, damage, or expense (including attorneys fees)
 arising therefrom to the full extent permitted by law, except as
 otherwise may be provided in the Company's articles of incorporation
 and/or bylaws, and under any directors' and officers' liability
 insurance that may be in effect from time to time.


     SECTION 5.  INDIVIDUALS ELIGIBLE TO BECOME OPTIONEES.  Subject to
 the provisions of Section 6.1(b), (a) salaried employees of the Company
 and any Subsidiary who function in management, administrative, or
 professional capacities, (b) prospective salaried employees who have
 accepted offers of employment from the Company or a Subsidiary and will
 function in a management, administrative, or professional capacity, and
 (c) Directors shall be eligible to be selected, in the sole discretion
 of the Committee, to participate in, and receive an award of one or
 more Options pursuant to, the Plan.


     SECTION 6.  AWARDING OF OPTIONS.

     SECTION 6.1.  OPTIONEES.

          (A)  AWARDS BY COMMITTEE.  Options shall be awarded to such
 eligible individuals, as determined by the provisions of Section 5, as
 the Committee may, from time to time and at any time, select.
 Membership of an employee or a prospective employee in a class of
 management, administrative, or professional employees or election as a
 Director shall not, without specific Committee action and except as
 provided in Section 6.1(b), entitle such person to receive an Option
 award.

          (B)  INITIAL AWARDS TO DIRECTORS.  On August 7, 2000, each
 person who was a Director on such date shall be granted a Non-Qualified
 Option to purchase 15,000 shares of Common Stock at an Option Price
 equal to the Fair Market Value of the Common Stock on the Effective
 Date.

     SECTION 6.2  OPTION AGREEMENT.  Each Option shall be evidenced by
 an Option Agreement, the terms of which may differ from other Option
 Agreements.  Each Option Agreement evidencing an award of an Option by
 the Committee pursuant to Section 6.1(a) shall be signed on behalf of
 the Company and, if so provided by the Committee, the Optionee, and
 shall set forth with respect to the Option awarded therein, the name of
<PAGE>
 the Optionee, the date awarded, the Option Price, whether the Option is
 an Incentive Stock Option or a Non-Qualified Stock Option, the number
 of Shares subject to the Option, and such other terms and conditions
 consistent with the Plan as determined by the Committee.  Each Option
 Agreement evidencing a Non-Qualified Option awarded pursuant to Section
 6.1(b) shall be signed on behalf of the Company and shall set forth
 with respect to the Option awarded therein, the name of the Optionee,
 the date awarded, the Option Price, the number of Shares subject to the
 Option, and shall be in such form as the Committee deems appropriate.
 The Committee may at the time of award or at any time thereafter impose
 such additional terms and conditions on the exercise of such Option as
 it deems necessary
                                 -7-
 or desirable for such Option, or the exercise thereof, to be exempt
 under Section 16(b) of the Exchange Act, and the regulations
 promulgated thereunder, and to qualify as "performance-based
 compensation" under Section 162(m) of the Code, and the regulations
 promulgated thereunder.  Each Option Agreement shall be entered into
 subject to, and shall incorporate by reference, all terms, conditions,
 and limitations set forth in the Plan.

     SECTION 6.3  TERMS AND CONDITIONS OF THE OPTIONS.  In addition to
 any other terms, conditions, and limitations specified in the Plan,
 each Option awarded hereunder shall, as to each Optionee, satisfy the
 following requirements:

          (A)  DATE OF AWARD.  Options must be awarded on or before June
 21, 2010.

          (B)  EXPIRATION.  No Incentive Stock Option shall be
 exercisable after the expiration of ten years from the date such Option
 is awarded.  No Non-Qualified Stock Option shall be exercisable after
 the expiration of twenty years from the date such Option is awarded.

          (C)  PRICE.  The Option Price as to any Share subject to an
 Option may not be less than the Fair Market Value of the Share on the
 date the Option is awarded.

          (D)  LIMITATIONS ON TRANSFERABILITY.  No Option shall be
 transferable by the Optionee other than by will or the laws of descent
 and distribution, nor can it be exercised by anyone other than the
 Optionee during the Optionee's lifetime.  No Option may be sold,
 transferred, assigned, pledged, hypothecated, encumbered, or otherwise
 disposed of (whether by operation of law or otherwise), or be subject
 to execution, attachment, or similar process.  Upon any attempt to so
 sell, transfer, assign, pledge, hypothecate, encumber, or otherwise
 dispose of any such award, such award and all rights thereunder shall
 immediately become null and void.

          (E)  EXERCISE.  Except as otherwise permitted by the
 Committee, or as provided in Section 6.4, or as elsewhere provided in
 this Section 6.3(e), Options must be exercised, or shall be forfeited,
 in accordance with the following time limitations:

               (I)  TERMINATION BY REASON OF DEATH.  If the Optionee
 incurs a Termination of Service by reason of death, any Option held by
<PAGE>
 such Optionee on the Optionee's date of death may thereafter be
 exercised, to the extent it was exercisable on the date of the
 Optionee's death, for a period of one year from the date of death or
 until the expiration of the stated term of such Option, whichever
 period is shorter.

               (II)  TERMINATION BY REASON OF DISABILITY.  If the
 Optionee incurs a Termination of Service by reason of Disability, any
 Option then held by such Optionee may thereafter be exercised to the
 extent it was exercisable on the date of such Termination of Service
 for a period of one year from the date of such Termination of Service
 or until the expiration of the stated term of such Option, whichever
 period is shorter.
                                 -8-
               (III)  TERMINATION BY REASON OF RETIREMENT.  If the
 Optionee incurs a Termination of Service by reason of Retirement, any
 Option held by such Optionee may thereafter be exercised, to the extent
 it was exercisable on the date of the Optionee's Termination of
 Service, for a period of two years from the date of such Termination of
 Service or until the expiration of the stated term of such Option,
 whichever period is shorter.

               (IV)  OTHER TERMINATION.  Unless otherwise determined by
 the Committee, if the Optionee incurs a Termination of Service for
 Cause, all Options then held by such Optionee shall terminate and may
 not be exercised from and after the effective date of such Termination
 of Service.  If an Optionee incurs a Termination of Service for any
 reason other than death, Disability, Retirement, or Cause, any Option
 then held by the Optionee, to the extent it was exercisable on the date
 of such Termination of Service, may be exercised for a period of three
 months from the date of such Termination of Service or until the
 expiration of the stated term of such Option, whichever period is
 shorter.

               (V)  DEATH AFTER TERMINATION.  If the Optionee dies
 subsequent to a Termination of Service for any reason other than Cause,
 then, notwithstanding any other limitation on the exercise of the
 Optionee's Option set forth in subparagraphs (i), (ii), (iii), or (iv),
 any Option held by such Optionee on the Optionee's date of death may
 thereafter be exercised, to the extent it was exercisable on such date,
 for a period of one year from the date of death or until the expiration
 of the stated term of such Option, whichever period is shorter.

               (VI)  CHANGE IN CONTROL.  Notwithstanding any other
 provision of this Plan to the contrary, in the event the Optionee
 incurs a Termination of Service other than for Cause during the
 twelve-month period following a Change in Control, any Option held by
 such Optionee may thereafter be exercised by the Optionee, to the
 extent it was exercisable at the time of such Termination of Service,
 for (A) the longer of (1) one year from the date of such Termination of
 Service or (2) such other period as may be provided in the Plan from
 such Termination of Service, or (B) until expiration of the stated term
 of such Option, whichever period is shorter.

 Notwithstanding any other provisions of this Section 6.3(e), the
 exercisability of any Option shall be determined in regard to the
<PAGE>
 status of the Optionee to which the grant was attributable.  Options
 granted to an Optionee by reason of his Employment shall be exercisable
 in accordance with the foregoing provisions of subparagraphs (i)-(v)
 with respect to the later of his Termination of Service as an Employee
 or, if such Employee is also a Director, his Termination of Service as
 a Director.  Options granted by reason of the Optionee's status as a
 Director shall be exercisable in accordance with the foregoing
 provisions of subparagraphs (i)-(v) only with respect to his
 Termination of Service as a Director.  If an Incentive Stock Option is
                                 -9-
 exercised after the expiration of the post-termination exercise periods
 that apply for purposes of Section 422 of the Code, such Incentive
 Stock Option will thereafter be treated as a Non-Qualified Stock Option.

          (F)  MINIMUM HOLDING PERIOD.  No Option may be exercised
 before the date which is six months after the later of (i) the date on
 which the Plan is approved by the shareholders of the Company, or (ii)
 the date on which such Option was awarded.

          (G)  ADDITIONAL RESTRICTIONS RELATING TO INCENTIVE STOCK
 OPTIONS.  To the extent that the aggregate Fair Market Value
 (determined as of the time the Option is awarded) of the Shares for
 which Incentive Stock Options are exercisable for the first time by the
 Optionee during any calendar year (under the Plan, any Prior Plans, or
 any other plan of the Company or a Subsidiary) exceeds $100,000 (or
 such other individual limit as may be in effect with regard to
 incentive stock options under the Code on the date of award), such
 Options shall not be Incentive Stock Options.  No Incentive Stock
 Option shall be awarded to a Director or to an Optionee who, at the
 time such Option is awarded, owns stock possessing more than 10% of the
 total combined voting power of all classes of stock of the Company or
 any Subsidiary within the meaning of Section 422(b)(6) of the Code
 unless (i) at the time the Option is awarded, the Option Price is at
 least 110% of the Fair Market Value of the Shares subject to the
 Option, and (ii) such Option by its terms is not exercisable after
 the expiration of five years from the date such Option is awarded.

          (H)  LIMITATION ON OPTION AWARDS.  No Optionee may be awarded
 Options under the Plan in any calendar year with respect to more than
 500,000 Shares.

     SECTION 6.4.  TERMINATION OR LAPSE OF OPTIONS.  Each Option shall
 terminate or lapse upon the first to occur of (a) the expiration date
 set forth in the applicable Option Agreement, (b) the date on which the
 Option is deemed to be forfeited or terminated under the terms of the
 Plan or an Option Agreement, (c) the applicable date set forth in
 Section 6.3(b), or (d) the date which is the day next following the
 last day such Option could be exercised under Section 6.3(e).


     SECTION 7.  EXERCISE AND PAYMENT OF OPTION PRICE.

     SECTION 7.1  EXERCISE OF OPTIONS.  Each Option shall be exercised
 as to all or a portion of the Shares subject to the Option by written
 notice to the Company setting forth the exact number of Shares as to
 which the Option is being exercised and including with such notice
<PAGE>
 payment of the Option Price (plus the minimum required tax
 withholding).  The date of exercise shall be the date such written
 notice and payment have been delivered (in cash or in such other manner
 as provided in Section 7.2) to the Secretary of the Company either in
 person or by depositing said notice and payment in the United States
 mail, postage pre-paid and addressed to such officer at the Company's
 principal office.
                                 -10-
     SECTION 7.2  PAYMENT FOR SHARES.  Payment of the Option Price (plus
 required tax withholding) attributable to the exercise of an Option or
 any portion thereof may be made (a) by tendering cash (in the form of a
 check or otherwise) in such amount, (b) with the consent of the
 Committee, by tendering, by either actual delivery of Shares owned by
 the Optionee or by attestation, Shares with a Fair Market Value on the
 date of exercise equal to such amount, (c) with the consent of the
 Committee, by instructing the Committee to withhold a number of Shares
 having a Fair Market Value on the date of exercise equal to the
 aggregate exercise price of such Option, (d) by delivering a properly
 executed exercise notice together with irrevocable instructions to a
 broker to promptly deliver to the Company the sale or loan proceeds
 equal to such amount, or (e) any combination of (a), (b), (c), and (d);
 provided, however, that any Shares delivered in payment of the Option
 Price pursuant to clause (b) shall have been purchased on the open
 market and held by the Optionee for at least six months at the time of
 exercise of the Option.

     SECTION 7.3  TAX WITHHOLDING.  The delivery of Shares to an
 Optionee or any other person under the Plan is subject to withholding
 of all applicable taxes, and the Committee may condition the delivery
 of any Shares or other benefits on satisfaction of applicable
 withholding obligations.  The Committee, in its discretion, and
 subject to such requirements as the Committee may impose prior to the
 occurrence of such withholding, may permit withholding obligations to
 be satisfied through cash payment by the Optionee or other person
 exercising an Option, through the surrender of Shares which the
 Optionee or other person already owns, or through the surrender of
 Shares to which the Optionee or other person is otherwise entitled
 under the Plan.

     SECTION 7.4  ISSUANCE OF SHARES.  No certificates representing
 Shares shall be issued until full payment therefor has been made.  An
 Optionee shall have all of the rights of a shareholder of the Company
 holding the Common Stock that is subject to such Option (including, if
 applicable, the right to vote the Shares and the right to receive
 dividends) when the Optionee has given written notice of exercise, has
 paid in full for such Shares, has, if requested, given the
 representation described in Section 12.2, and a certificate
 representing the Shares have been issued by the registrar and transfer
 agent for the Common Stock.  Notwithstanding any other provision of the
 Plan or agreements made pursuant thereto, the Company shall not be
 required to issue or deliver any certificate or certificates for Shares
 under the Plan prior to fulfillment of all of the following conditions:

          (a)  Listing or approval for listing upon notice of issuance
 of such Shares on the exchange or over-the-counter market as may at the
 time be the principal market for the Common Stock;
<PAGE>
          (b)  Any registration or other qualification of the Shares
 under any state or federal law or regulation, or the maintaining in
 effect of any such registration or other qualification which the
 Committee shall, in its absolute discretion upon the advice of
 counsel, deem necessary or advisable; and
                                 -11-
          (c)  Obtaining any other consent, approval, or permit from any
 state or federal governmental agency which the Committee shall, in its
 absolute discretion after receiving the advice of counsel, determine to
 be necessary or advisable.


     SECTION 8.  CHANGE IN CONTROL.

     SECTION 8.1  ADJUSTMENT OF OPTIONS.

          (A)  VESTING AND CASH PAYMENT.  In the event of a Change in
 Control,

               (i) all Options outstanding on the date on which such
      Change in Control has occurred (the "Change in Control Date")
      shall, to the extent not then exercisable or vested, immediately
      become exercisable in full, and

               (ii) each Optionee may elect (the Optionee's "Election
      Right") with respect to each Option held by such Optionee on the
      Change in Control Date to surrender such Option for an immediate
      lump sum cash payment in an amount equal to the product of (A) the
      number of Shares then subject to the Option as to which the
      election is being exercised multiplied by (B) the excess, if any,
      of (1) the greater of (a) the Change in Control Price or (b) the
      highest Fair Market Value of a Share on any day in the 60-day
      period ending on the Change in Control Date, over (2) the Option
      Price of such Option.  For purposes of this Section 8.1(a), the
      "Change in Control Price" shall mean, if the Change in Control is
      the result of a tender or exchange offer or a Corporate
      Transaction (as defined in Section 8.2(c)), the highest price per
      Share paid in such tender or exchange offer or Corporate
      Transaction, and, to the extent that the consideration paid in any
      such transaction consists all or in part of securities or other
      noncash consideration, the value of such securities or other
      noncash consideration shall be determined in the sole discretion
      of the Committee.

          (B)  ELECTION.  The exercise of an Election Right must be in
 writing, specify the  Option or Options and the number of Shares as to
 which the election is being exercised, and be delivered to the
 Secretary of the Company either in person or by depositing said notice
 and payment in the United States mail, postage pre-paid and addressed
 to such officer at the Company's home office on or before the 60th day
 following the Change in Control Date.

          (C) PAYMENT DATE.  All payments due an Optionee pursuant to
 the provisions of this Section 8.1 shall be made by the Company on or
 before the 5th business day following the date on which the Optionee's
 election has been delivered to the Company pursuant to Section 8.1(b).
<PAGE>
          (D)  POOLING CONSIDERATIONS.  Notwithstanding any other
 provision of this Section 8.1, if the grant or the exercise of an
 Optionee's Election Right or payment of cash provided for in this
 Section 8.1 would make a Change in Control transaction ineligible for

                                 -12-
 pooling-of-interests accounting treatment under APB No. 16, that, but
 for the nature of such grant or exercise of Election Rights or payment
 of cash, would otherwise be eligible for such pooling-of-interests
 accounting treatment, the Committee shall have the right and authority
 to substitute for the cash payments to be made to the Optionee pursuant
 to Section 8.1(a), Common Stock with a Fair Market Value, determined as
 of the date of delivery of such Shares, equal to the cash that would
 otherwise be payable to such Optionee in connection with the exercise
 of an Optionee's Election Right hereunder or, to the extent necessary
 to preserve such pooling-of-interests accounting treatment, to
 otherwise modify, eliminate, or terminate such Election Right.

     SECTION 8.2  DEFINITION OF "CHANGE IN CONTROL."  For purposes of
 the Plan, a "Change in Control" means the happening of any of the
 following events:

          (A)  The acquisition by any individual, entity, or group
      (within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Exchange Act) (a "Person") of beneficial ownership (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
      or more of either (i) the then outstanding shares of common stock
      of the Corporation (the "Outstanding Corporation Common Stock")
      or (ii) the combined voting power of the then outstanding voting
      securities of the Corporation entitled to vote generally in the
      election of directors (the "Outstanding Corporation Voting
      Securities"); excluding, however, the following: (A) any
      acquisition directly from the Corporation other than an
      acquisition by virtue of the exercise of a conversion privilege
      unless the security being so converted was itself acquired
      directly from the Corporation, (B) any acquisition by the
      Corporation, (C) any acquisition by any employee benefit plan (or
      related trust) sponsored or maintained by the Corporation or any
      entity controlled by the Corporation, (D) any acquisition
      pursuant to a transaction which complies with clauses (i), (ii),
      and (iii) of paragraph (c) of this Section 8.2, (E) except as
      provided in paragraphs (d) and (e), any acquisition by any of the
      Woodson Entities or any of the Smith Entities, or (F) any increase
      in the proportionate number of shares of Outstanding Corporation
      Common Stock or Outstanding Corporation Voting Securities
      beneficially owned by a Person to 20% or more of the shares of
      either of such classes of stock if such increase was solely the
      result of the acquisition of Outstanding Corporation Common Stock
      or Outstanding Corporation Voting Securities by the Corporation;
      provided, however, that this clause (F) shall not apply to any
      acquisition of Outstanding Corporation Common Stock or Outstanding
      Corporation Voting Securities not described in clauses (A), (B),
      (C), (D), or (E) of this paragraph (a) by the Person acquiring
      such shares which occurs after such Person had become the
      beneficial owner of 20% or more of either the Outstanding
      Corporation Common Stock or Outstanding Corporation Voting
<PAGE>
      Securities by reason of share purchases by the Corporation; or

          (B)  A change in the composition of the Board such that the
      individuals who, as of the Effective Date, constitute the Board
      (such Board shall be hereinafter referred to as the "Incumbent
      Board") cease for any reason to constitute at least a majority of
      the Board; provided, however, for purposes of the Plan, that any
                                 -13-
      individual who becomes a member of the Board subsequent to the
      Effective Date whose election, or nomination for election by the
      Corporation's shareholders, was approved by a vote of at least a
      majority of those individuals who are members of the Board and who
      were also members of the Incumbent Board (or deemed to be such
      pursuant to this proviso) shall be deemed to be and shall be
      considered as though such individual were a member of the
      Incumbent Board, but provided, further, that any such individual
      whose initial assumption of office occurs as a result of either
      an actual or threatened election contest (as such terms are used
      in Rule 14a-11 of Regulation 14A promulgated under the Exchange
      Act) or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Board shall
      not be so deemed or considered as a member of the Incumbent Board;
      or

          (C)  Consummation of a reorganization, merger or
      consolidation, or sale or other disposition of all or
      substantially all of the assets of the Corporation or the
      acquisition of the assets or securities of any other entity (a
      "Corporate Transaction"); excluding, however, such a Corporate
      Transaction pursuant to which (i) all or substantially all of the
      individuals and entities who are the beneficial owners,
      respectively, of the Outstanding Corporation Common Stock and
      Outstanding Corporation Voting Securities immediately prior to
      such Corporate Transaction will beneficially own, directly or
      indirectly, more than 60% of, respectively, the outstanding shares
      of common stock and the combined voting power of the then
      outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the corporation
      resulting from such Corporate Transaction (including, without
      limitation, a corporation which as a result of such transaction
      owns the Corporation or all or substantially all of the
      Corporation's assets either directly or through one or more
      subsidiaries) (the "Resulting Corporation") in substantially the
      same proportions as their ownership, immediately prior to such
      Corporate Transaction, of the Outstanding Corporation Common Stock
      and Outstanding Corporation Voting Securities, as the case may be,
      (ii) no Person (other than the Corporation, any employee benefit
      plan (or related trust) of the Corporation, any Woodson Entity,
      any Smith Entity, or such Resulting Corporation) will beneficially
      own, directly or indirectly, 20% or more of, respectively, the
      outstanding shares of common stock of the Resulting Corporation or
      the combined voting power of the then outstanding voting
      securities of such Resulting Corporation entitled to vote
      generally in the election of directors except to the extent that
      such ownership existed with respect to the Corporation prior to
      the Corporate Transaction, and (iii) individuals who were members
<PAGE>
      of the Incumbent Board will constitute at least a majority of the
      members of the board of directors of the Resulting Corporation; or

          (D)  the Woodson Entities acquire beneficial ownership of more
      than 35% of the Outstanding Corporation Common Stock or
      Outstanding Corporation Voting Securities or of the outstanding
      shares of common stock or the combined voting power of the then
      outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the Resulting
      Corporation; or
                                 -14-
          (E)  the Smith Entities acquire beneficial ownership of more
      than 35% of the Outstanding Corporation Common Stock or
      Outstanding Corporation Voting Securities or of the outstanding
      shares of common stock or the combined voting power of the then
      outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the Resulting
      Corporation; or

          (F)  The approval by the shareholders of the Corporation of a
       complete liquidation or dissolution of the Corporation.

      For purposes of this Section 8.2, the term "Woodson Entities"
      shall mean Aytchmonde P. Woodson, Leigh Yawkey Woodson, and Alice
      Richardson Yawkey, members of their respective families and their
      respective descendants (the "Woodson Family"), heirs or legatees
      of any of the Woodson Family members, transferees by will, laws of
      descent or distribution, or by operation of law of any of the
      foregoing (including any such transferees) (including any executor
      or administrator of any estate of any of the foregoing), any
      trust established by any of Aytchmonde P. Woodson, Leigh Yawkey
      Woodson, or Alice Richardson Yawkey, whether pursuant to last will
      or otherwise, any partnership, trust, or other entity established
      primarily for the benefit of, or any other Person the beneficial
      owners of which consist primarily of, any of the foregoing or any
      Affiliates or Associates of any of the foregoing or any charitable
      trust or foundation to which any of the foregoing transfers or may
      transfer securities of the Corporation (including any beneficiary
      or trustee, partner, manager, or director of any of the foregoing,
      or any other Person serving any such entity in a similar
       capacity).

      For purposes of this Section 8.2, the term "Smith Entities" shall
      mean David B. Smith and Katherine S. Smith, members of their
      respective families and their respective descendants (the "Smith
      Family"), heirs or legatees of any of the Smith Family members,
      transferees by will, laws of descent or distribution, or by
      operation of law of any of the foregoing (including of any such
      transferees) (including any executor or administrator of any
      estate of any of the foregoing), any trust established by either
      of David B. Smith or Katherine S. Smith, whether pursuant to last
      will or otherwise, any partnership, trust, or other entity
      established primarily for the benefit of, or any other Person the
      beneficial owners of which consist primarily of, any of the
      foregoing or any Affiliates or Associates of any of the foregoing
      or any charitable trust or foundation to which any of the
<PAGE>
      foregoing transfers or may transfer securities of the Corporation
      (including any beneficiary or trustee, partner, manager, or
      director of any of the foregoing, or any other Person serving any
      such entity in a similar capacity).

      For purposes of this Section 8.2, the terms "Affiliate" and
      "Associate" shall have the meanings ascribed to such terms in Rule
      12b-2 of the General Rules and Regulations under the Exchange Act
      as in effect on the date of this Plan.
                                 -15-

     SECTION 9.  AMENDMENT AND TERMINATION OF PLAN.

     SECTION 9.1  AMENDMENT OF PLAN.  The Board may amend the Plan from
 time to time and at any time; provided, however, that (a) except as
 specifically provide herein, no amendment shall, in the absence of
 written consent to the change by the affected Optionee, adversely
 affect such Optionee's rights under any Option which has been awarded
 prior to the amendment except to the extent such amendment is, in the
 sole opinion of the Committee, required to comply with any stock
 exchange rules, accounting rules, or laws applicable to the Company or
 the Plan, (b) no amendment with respect to the maximum number of Shares
 which may be issued pursuant to Options under the Plan or to any
 individual in any calendar year made be made unless approved by a
 majority of the Shares entitled to vote at a meeting of the
 shareholders if such amendment would, in the absence of such approval
 and in the sole opinion of the Committee, have an adverse effect on the
 Company under applicable tax or securities laws or accounting rules,
 and (c) no amendment shall be made without the approval of the
 Company's shareholders to the extent such approval is required by
 applicable law or stock exchange rules.

     SECTION 9.2  TERMINATION OF PLAN.  The Plan shall terminate on the
 first to occur of (a) June 21, 2010 or (b) the date specified by the
 Board as the effective date of Plan termination; provided, however,
 that the termination of the Plan shall not limit or otherwise affect
 any Options outstanding on the date of termination.


     SECTION 10.  EFFECTIVE DATE.  Notwithstanding any provision of this
 Plan to the contrary, the Plan shall not be effective, and any Options
 awarded under the Plan shall be null and void, unless the adoption of
 the Plan is approved at the annual meeting of the Company's
 shareholders next following the Effective Date by the majority of the
 shares entitled to vote at such meeting.


     SECTION 11.  INVESTMENT INTENT.  The Committee may require each
 Optionee or other person purchasing or receiving Shares pursuant to the
 exercise of an Option, to represent to and acknowledge that the Shares,
 if not registered by the Company under the Securities Act of 1933 (the
 "1933 Act"), may not be freely transferable by the holder after
 exercise of the Option, that by acceptance of an Option or Shares that
 such Optionee or other person understands that the application of the
 1933 Act may restrict the transfer of such Shares, and that Shares
 which are unregistered under the 1933 Act will be acquired for the
<PAGE>
 account of the Optionee or other person for investment only and not
 with a view to offer for sale or for sale in connection with the
 distribution or transfer thereof.  Certificates issued by the Company
 and representing Shares acquired pursuant to the exercise of an Option
 may include any legend or legends which the Company deems appropriate
 to reflect any restrictions imposed under the 1933 Act.
                                 -16-

     SECTION 12.  AVAILABILITY OF INFORMATION.

     SECTION 12.1.  REGISTERED SHARES.  If the Shares subject to an
 Option have been registered pursuant to the 1933 Act, the Company shall
 provide the Optionee with such information as may be required under the
 applicable registration form on which such Shares were registered.

     SECTION 12.2.  UNREGISTERED SHARES.  If the Shares subject to an
 Optionee's Option are not registered or to be registered under the 1933
 Act, the Company shall furnish each Optionee with (a) a copy of the
 Plan and the Company's most recent annual report to its shareholders at
 the time the Option Agreement is delivered to the Optionee and (b) a
 copy of each subsequent annual report and proxy statement, on or about
 the same date as such report shall be made available to shareholders of
 the Company.  Whether or not the shares are, or are to be, registered
 under the 1933 Act, the Company will furnish, upon written request
 addressed to the Secretary of the Company, but at no charge to the
 Optionee or any duly authorized representative of the Optionee, a copy
 of the Plan and copies of all reports filed by the Company with the
 Securities and Exchange Commission, including, but not limited to, the
 Company's annual reports on Form 10-K, its quarterly reports on Form
 10-Q, and its proxy statements.  Notwithstanding the foregoing
 provisions of this Section 12, the Company shall not be required to
 furnish any such report or statement if a copy of such report is
 otherwise provided to the Optionee in connection with another plan
 maintained by the Company or such Optionee's status as a shareholder
 of the Company.


     SECTION 13.  LIMITATION OF RIGHTS.

     SECTION 13.1.  CONDITIONS OF SERVICE.  The Plan shall not
 constitute an contract of employment and participation in or
 eligibility for participation in the Plan shall not confer upon any
 employee the right to be continued as an employee of the Company or any
 present or future Subsidiary or as a Director.  The Company and each
 Subsidiary hereby expressly reserves the right to terminate the
 employment of any employee, with or without cause, as if the Plan and
 any Options awarded pursuant to it were not in effect.

     SECTION 13.2.  COMPANY ASSETS.  Neither the Optionee nor any other
 person shall, by reason of receiving an award of an Option under the
 Plan acquire any right, title, or interest in any assets of the Company
 or any Subsidiary by reason of such Option or the Plan.  To the extent
 the Optionee or any other person shall acquire a right to receive
 payments from the Company pursuant to an Option Agreement or the Plan,
 such right shall be no greater than the right of any unsecured general
 creditor of the Company.
<PAGE>
     SECTION 14.  COMPLIANCE WITH APPLICABLE LAWS.  Notwithstanding any
 provision of this Plan to the contrary, if at any time the Company
 shall be advised by its counsel that the exercise of any Option or the
 delivery of Shares upon the exercise of an Option is required to be
 approved, listed, registered, or qualified under any securities law,
 that certain actions must be taken under the rules of any stock
 exchange or over-the-counter market, that such exercise or delivery
                                 -17-
 must be accompanied or preceded by a prospectus or similar circular
 meeting the requirements of any applicable law, or that some other
 action is required to be taken by the Company in compliance with
 applicable law, the Company will use reasonable efforts to take all
 actions required within a reasonable time, but exercise of the Options
 or delivery by the Company of certificates for Shares may be deferred
 until the Company shall be in compliance with all such requirements.


     SECTION 15.  GOVERNING LAW.  The Plan, each Option awarded
 hereunder and the related Option Agreement, and all determinations made
 and actions taken pursuant thereto, to the extent not otherwise
 governed by the Code or the laws of the United States, shall be
 governed by the internal laws of the State of Wisconsin and construed
 in accordance therewith without giving effect to the principles of
 conflicts of laws applied by any state.
                                 -18-
</TEXT>
</DOCUMENT>
