MARSHALL & ILSLEY CORP/WI/
2000 EXECUTIVE STOCK OPTION & RESTRICTED STOCK PLAN
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<TYPE>EX-10.RR
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<DESCRIPTION>2000 EXECUTIVE STOCK OPTION & RESTRICTED STOCK PLAN
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<TITLE>2000 Executive Stock Option &amp; Restricted Stock Plan</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit (10)(rr) </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2">MARSHALL&nbsp;&amp; ILSLEY CORPORATION </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2000 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><I>effective January&nbsp;1, 2006, retroactive to January&nbsp;1, 2005 </I></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">1. <U>Objectives</U>. The Marshall&nbsp;&amp; Ilsley Corporation 2000 Executive Stock Option and Restricted Stock Plan is designed to attract and retain certain selected officers, key employees, non-employee directors
and consultants whose skills and talents are important to the Company&#146;s operations, and reward them for making major contributions to the success of the Company. These objectives are accomplished by making awards under the Plan, thereby
providing Participants with a proprietary interest in the growth and performance of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Definitions</U>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) &#147;Award&#148; shall mean the grant of any form of stock option or stock award to a Plan Participant pursuant to such terms,
conditions and limitations as the Board or Committee may establish in order to fulfill the objectives of the Plan. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b)
&#147;Award Agreement&#148; shall mean the agreement that sets forth the terms, conditions and limitations applicable to an Award. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(c) &#147;Board&#148; shall mean the Board of Directors of Marshall&nbsp;&amp; Ilsley Corporation. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d)
&#147;Cause&#148; shall mean the discharge of an employee on account of fraud or embezzlement against the Company or serious and willful acts of misconduct which, in the reasonable judgment of the Committee, are detrimental to the business of the
Company. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) &#147;Change in Control&#148; shall mean any of the following: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) The acquisition by any individual, entity or &#147;group&#148; (within the meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty-three percent (33%)&nbsp;or more of either (A)&nbsp;the then
outstanding shares of common stock of the Company (the &#147;Outstanding Company Common Stock&#148;) or (B)&nbsp;the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of
directors (the &#147;Outstanding Company Voting Securities&#148;); <U>provided</U>, <U>however</U>, that the following acquisitions of common stock shall not constitute a Change in Control: (A)&nbsp;any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion privilege or by one person or a group of persons acting in concert), (B)&nbsp;any acquisition by the Company, (C)&nbsp;any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D)&nbsp;any acquisition by any corporation pursuant to a reorganization, merger, statutory share exchange or consolidation which would not be a Change in
Control under paragraph (iii)&nbsp;of this Section&nbsp;2(e); or </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) Individuals who, as of the date hereof, constitute the Board (the &#147;Incumbent
Board&#148;) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company&#146;s shareholders,
was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened &#147;election contest&#148; or other actual or threatened &#147;solicitation&#148; (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) of proxies or consents by or on behalf of a person other than the Incumbent Board; or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) Consummation of a
reorganization, merger, statutory share exchange or consolidation, unless, following such reorganization, merger, statutory share exchange or consolidation, (A)&nbsp;more than two-thirds (2/3)&nbsp;of, respectively, the then outstanding shares of
common stock of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such reorganization, merger, statutory share exchange or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, statutory share exchange or
consolidation, (B)&nbsp;no person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger, statutory share exchange or consolidation and any person
beneficially owning, immediately prior to such reorganization, merger, statutory share exchange or consolidation, directly or indirectly, thirty-three percent (33%)&nbsp;or more of the Outstanding Company Common Stock or Outstanding Voting
Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%)&nbsp;or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, statutory
share exchange or consolidation or the combined voting power of the then outstanding voting securities of such corporation, entitled to vote generally in the election of directors and (C)&nbsp;at least a majority of the members of the board of
directors of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or
consolidation; or </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iv) Consummation of (A)&nbsp;a complete liquidation or dissolution of the Company or
(B)&nbsp;the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (1)&nbsp;more than two-thirds (2/3)&nbsp;of, respectively,
the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2)&nbsp;no person
(excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, thirty-three percent
(33%)&nbsp;or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%)&nbsp;or more of, respectively, the then outstanding shares
of common stock of such corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C)&nbsp;at least a majority of the members of the board of
directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) &#147;Common Stock&#148; or &#147;stock&#148; shall mean the authorized and issued or unissued $1.00 par value common stock of the
Company. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(g) &#147;Code&#148; shall mean the Internal Revenue Code of 1986, as amended from time to time. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(h) &#147;Committee&#148; shall mean the Executive Compensation Committee of the Board of Directors of Marshall&nbsp;&amp; Ilsley
Corporation. The Committee shall be comprised of at least two non-employee directors within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 and &#147;outside directors&#148; within the meaning of Section&nbsp;162(m)
of the Code. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) &#147;Company&#148; shall mean Marshall&nbsp;&amp; Ilsley Corporation and its subsidiaries including
subsidiaries of subsidiaries and partnerships and other business ventures in which Marshall&nbsp;&amp; Ilsley Corporation has a significant equity interest, as determined in the sole discretion of the Committee. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(j) &#147;Fair Market Value&#148; shall mean the closing sale price of Common Stock on the New York Stock Exchange as reported in the
Midwest Edition of the Wall Street </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">Journal for the date of grant provided that, if no sales of Common Stock were made on said exchange on that date, &#147;Fair Market Value&#148; shall mean
the closing sale price of Common Stock as reported for the most recent preceding day on which sales of Common Stock were made on said exchange, or, failing any such sales, such other market price as the Board or the Committee may determine in
conformity with pertinent law and regulations of the Treasury Department. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(k) &#147;Participant&#148; shall mean a current
or prospective employee, non-employee director, consultant or other person who provides services to the Company to whom an Award has been made under the Plan. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(l) &#147;Plan&#148; shall mean the Marshall&nbsp;&amp; Ilsley Corporation 2000 Executive Stock Option and Restricted Stock Plan.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(m) &#147;Retirement&#148; shall mean the termination of a Participant&#146;s employment on or after age 65. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Eligibility</U>. Current and prospective employees, non-employee directors, consultants or other persons who provide services to the Company
eligible for an Award under the Plan are those who hold, or will hold, positions of responsibility and whose performance, in the judgment of the Committee or the management of the Company (if such responsibility is delegated pursuant to
Section&nbsp;6 hereof), can have a significant effect on the success of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <U>Common Stock Available for Awards</U>. Subject
to adjustment as provided in Section&nbsp;14 hereof, the number of shares that may be issued under the Plan for Awards during the term of the Plan is 5,000,000 shares of Common Stock, all of which may be in the form of incentive stock options.<I>
</I>Any shares subject to an Award which are used in settlement of tax withholding obligations shall be deemed not to have been issued for purposes of determining the maximum number of shares available for issuance under the Plan. Likewise, if any
Stock Option is exercised by tendering shares, either actually or by attestation, to the Company as full or partial payment for such exercise under this Plan, only the number of shares issued net of the shares tendered shall be deemed issued for
purposes of determining the maximum number of shares available for issuance under the Plan. No individual shall be eligible to receive Awards aggregating more than 1,000,000 shares of Common Stock reserved under the Plan during the term of the Plan
and the Company will not issue more than 250,000 shares of Restricted Stock during the term of the Plan.<I> </I>The Company shall take whatever actions are necessary to file required documents with the U.S. Securities and Exchange Commission and any
other appropriate governmental authorities and stock exchanges to make shares of Common Stock available for issuance pursuant to Awards. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">5. <U>Administration</U>. The Plan shall be administered by the Committee, which shall have full and exclusive power to interpret the Plan, to determine which persons are Plan Participants, to grant waivers of Award restrictions, and to
adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, all of which powers shall be executed in the best interests of the Company and in keeping with the objectives of the Plan. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6. <U>Delegation of Authority</U>. Except to the extent prohibited by applicable law or the applicable
rules of a stock exchange, the Committee may delegate to the chief executive officer and to other senior officers of the Company its duties under the Plan pursuant to such conditions or limitations as the Committee may establish. Any such delegation
may be revoked by the Committee at any time. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B></B>7. <U>Awards</U>. The Committee shall determine the type or types of Award(s) to be
made to each Participant and shall set forth in the related Award Agreement the terms, conditions and limitations applicable to each Award including any vesting requirements. In all events, upon the occurrence of a Change in Control, all Awards will
become fully vested and immediately exercisable. The type of Awards available under the Plan are those listed in this Section 7.<B> </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(a) <U>Stock Option</U>. A grant of a right to purchase a specified number of shares of Common Stock the purchase price of which shall be not less than 100% of Fair Market Value on the date of grant, as determined by
the Committee. A stock option may be in the form of a nonqualified stock option for all Participants or an incentive stock option (&#147;ISO&#148;) for Participants who are employees. An ISO, in addition to being subject to applicable terms,
conditions and limitations established by the Committee, complies with Section&nbsp;422 of the Code which, among other limitations, provides that the aggregate Fair Market Value (determined at the time the option is granted) of Common Stock for
which ISOs are exercisable for the first time by a Participant during any calendar year shall not exceed $100,000; that ISOs shall be priced at not less than 100% of the Fair Market Value on the date of the grant (110% in the case of a Participant
who is a 10% shareholder of the Company within the meaning of Section&nbsp;422 of the Code); and that ISOs shall be exercisable for a period of not more than ten years (five years in the case of a Participant who is a 10% shareholder of the
Company). </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Restricted Stock Award</U>. An Award of stock for such consideration as the Committee may specify and
which may contain transferability or forfeiture provisions including a requirement of future services and such other restrictions and conditions as may be established by the Committee and set forth in the Award Agreement. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U>Deferred Payment of Awards</U>. The Committee may permit selected Participants to elect to defer payments of some or all types of Awards in
accordance with procedures established by the Committee which are intended to permit such deferrals to comply with applicable requirements of the Code including, at the choice of Participants, the capability to make further deferrals for payment
after retirement. Dividends or dividend equivalent rights may be extended to and made part of any Award denominated in stock or units of stock, subject to such terms, conditions and restrictions as the Committee may establish. The Committee may also
establish rules and procedures for the crediting of dividend equivalents for deferred payments denominated in stock or units of stock. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">9.
<U>Stock Option Exercise</U>. The price at which shares of Common Stock may be purchased under a Stock Option shall be paid in full at the time of the exercise in cash or by means of tendering Common Stock, either directly or by attestation, valued
at Fair Market Value on the date of exercise, or any combination thereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">10. <U>Tax Withholding</U>. The Company shall have the right to deduct applicable taxes from any Award
payment and withhold, at the time of delivery or vesting of shares under the Plan, an appropriate number of shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all
obligations for withholding of such taxes. The Company may defer making delivery with respect to Common Stock obtained pursuant to an Award hereunder until arrangements satisfactory to it have been made with respect to any such withholding
obligation. If Common Stock is used to satisfy tax withholding, such stock shall be valued based on the Fair Market Value when the tax withholding is required to be made. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">11. <U>Amendment or Discontinuance of the Plan</U>. The Board may, at any time, amend or terminate the Plan; provided, however, that </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(a)</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">subject to Section&nbsp;14 hereof, no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then
living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; and </FONT></TD></TR></TABLE> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(b)</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">without further approval of the shareholders of the Company, no amendment shall increase the number of shares of Common Stock which may be issued pursuant to Awards hereunder,
except for increases resulting from Section&nbsp;14 hereof. </FONT></TD></TR></TABLE> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">12. <U>Termination of Employment or Service</U>. If the
employment of a Participant terminates, other than pursuant to paragraphs (a)&nbsp;through (c)&nbsp;of this Section&nbsp;12, all unexercised, deferred and unpaid Awards shall terminate 90 days after such termination of employment or service, unless
the Award Agreement provides otherwise, and during such 90-day period shall be exercisable only to the extent provided in the Award Agreement. Notwithstanding the foregoing, (i)&nbsp;if a Participant&#146;s employment is terminated for Cause, to the
extent the Award is not effectively exercised or has not vested prior to such termination, it shall lapse or be forfeited to the Company immediately upon termination and (ii)&nbsp;a director&#146;s option shall terminate upon the earlier of the
tenth anniversary of the date of grant or the third anniversary of the termination of the Participant&#146;s service as a director. In all events, an Award will not be exercisable after the end of its term as set forth in the Award Agreement.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <U>Retirement.</U> When a Participant&#146;s employment terminates as a result of Retirement or early retirement, the
Committee (in the form of an Award Agreement or otherwise) may permit Awards to continue in effect beyond the date of Retirement, or early retirement, and the exercisability and vesting of any Award may be accelerated. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Resignation in the Best Interests of the Company</U>. When a Participant resigns from the Company and, in the judgment of the chief
executive officer or other senior </FONT>
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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%">
<FONT FACE="Times New Roman" SIZE="2">officer designated by the Committee, the acceleration and/or continuation of outstanding Awards would be in the best interests of the Company, the Committee
may authorize, where appropriate taking into account any regulatory or accounting implications of such action, the acceleration and/or continuation of all or any part of Awards granted prior to such termination. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Death or Disability of a Participant</U>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(i) In the event of a Participant&#146;s death, the Participant&#146;s estate or beneficiaries shall have a period specified in the Award
Agreement within which to receive or exercise any outstanding Award held by the Participant under such terms, and to the extent, as may be specified in the applicable Award Agreement. Rights to any such outstanding Awards shall pass by will or the
laws of descent and distribution in the following order: (a)&nbsp;to beneficiaries so designated by the Participant; if none, then (b)&nbsp;to a legal representative of the Participant; if none, then (c)&nbsp;to the persons entitled thereto as
determined by a court of competent jurisdiction. Subject to subparagraph (iii)&nbsp;below, Awards so passing shall be exercised or paid out at such times and in such manner as if the Participant were living. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) In the event a Participant is deemed by the Company to be disabled within the meaning of the Company&#146;s long-term disability
plan, the Award shall be exercisable for the period, and to the extent, specified in the Award Agreement. Awards and rights to any such Awards may be paid to or exercised by the Participant, if legally competent, or a legally designated guardian or
representative if the Participant is legally incompetent by virtue of such disability. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) After the death or disability
of a Participant, the Committee may in its sole discretion at any time (1)&nbsp;terminate restrictions in Award Agreements; (2)&nbsp;accelerate any or all installments and rights; and (3)&nbsp;instruct the Company to pay the total of any accelerated
payments in a lump sum to the Participant, the Participant&#146;s estate, beneficiaries or representative, notwithstanding that, in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under the
Awards might ultimately have become payable to other beneficiaries. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iv) In the event of uncertainty as to interpretation
of or controversies concerning this paragraph (c)&nbsp;of Section&nbsp;12, the Committee&#146;s determinations shall be binding and conclusive. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(d) <U>No Employment or Service Rights</U>. The Plan shall not confer upon any Participant any right with respect to continuation of employment by the Company or service as a director, nor shall it interfere in any
way with the right of the Company to terminate any Participant&#146;s employment at any time. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">13. <U>Nonassignability</U>. Except as provided in subsection (c)&nbsp;of Section&nbsp;12 and this
Section&nbsp;13, no Award or any other benefit under the Plan shall be assignable or transferable, or payable to or exercisable by anyone other than the Participant to whom it was granted. Notwithstanding the foregoing, the Committee (in the form of
an Award Agreement or otherwise) may permit Awards, other than ISOs, to be transferred to members of the Participant&#146;s immediate family, to trusts for the benefit of the Participant and/or such immediate family members, and to partnerships or
other entities in which the Participant and/or such immediate family members own all the equity interests. For purposes of the preceding sentence, &#147;immediate family&#148; shall mean a Participant&#146;s spouse, issue and spouses of his issue.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">14. <U>Adjustments</U>. In the event of any change in the outstanding Common Stock of the Company by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Committee may adjust proportionally (a)&nbsp;the number of shares of Common Stock (i)&nbsp;reserved under the Plan, (ii)&nbsp;available for ISOs,
(iii)&nbsp;for which Awards may be granted to an individual Participant, and (iv)&nbsp;covered by outstanding Awards denominated in stock, (b)&nbsp;the stock prices related to outstanding Awards; and (c)&nbsp;the appropriate Fair Market Value and
other price determinations for such Awards. In the event of any other change affecting the Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments as may be deemed equitable by the Committee,
including adjustments to avoid fractional shares, shall be made to give proper effect to such event. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall
be authorized to issue or assume Stock Options, whether or not in a transaction to which Section&nbsp;424(a) of the Code applies, by means of substitution of new Stock Options for previously issued Stock Options or an assumption of previously issued
Stock Options. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">15. <U>Notice</U>. Any notice to the Company required by any of the provisions of the Plan shall be addressed to the
director of human resources or to the chief executive officer of the Company in writing, and shall become effective when it is received by the office of either of them. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">16. <U>Unfunded Plan</U>. The Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to Common Stock under the Plan, any such accounts shall be used
merely as a bookkeeping convenience. The Company shall not be required to segregate any Common Stock, nor shall the Plan be construed as providing for such segregation, nor shall the Company nor the Board nor the Committee be deemed to be a trustee
of any Common Stock to be granted under the Plan. Any liability of the Company to any Participant with respect to a grant of Common Stock or rights thereto under the Plan shall be based solely upon any contractual obligations that may be created by
the Plan and any Award Agreement; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any
security or bond for the performance of any obligation that may be created by the Plan. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">17. <U>Governing Law</U>. The Plan and all determinations made and actions taken pursuant hereto shall be
governed by the laws of the State of Wisconsin without giving effect to its conflicts of law provisions. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">18. <U>Effective and Termination
Dates</U>. The effective date of the Plan is February&nbsp;10, 2000. The Plan shall terminate on February&nbsp;9, 2010 subject to earlier termination by the Board pursuant to Section&nbsp;11, after which no Awards may be made under the Plan, but any
such termination shall not affect Awards then outstanding or the authority of the Committee to continue to administer the Plan. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">19.
<U>Other Benefit and Compensation Programs</U>. Payments and other benefits received by a Participant pursuant to an Award shall not be deemed a part of such Participant&#146;s regular, recurring compensation for purposes of the termination or
severance plans of the Company and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement, unless the Committee expressly determines otherwise.
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