BRIGGS & STRATTON CORP
AMENDED & RESTATED ECONOMIC VALUE ADDED INCENTIVE
<DOCUMENT>
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<FILENAME>c66071ex10.txt
<DESCRIPTION>AMENDED & RESTATED ECONOMIC VALUE ADDED INCENTIVE
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                          BRIGGS & STRATTON CORPORATION

             FORM 10-Q for Quarterly Period Ended September 30, 2001



                                 Exhibit No. 10



                              ECONOMIC VALUE ADDED
                           INCENTIVE COMPENSATION PLAN
                             AS AMENDED AND RESTATED

                             Effective July 1, 2001
<PAGE>
                                                         As Amended and Restated
                                                                Effective 7-1-01




                          BRIGGS & STRATTON CORPORATION


                              ECONOMIC VALUE ADDED
                           INCENTIVE COMPENSATION PLAN






           As adopted by the Board of Directors on November 12, 1990,
             and amended and restated by resolution of the Board of
            Directors effective as of April 18, 1995, further amended
             by resolutions effective October 17, 1995 and April 16,
             1997; further amended and restated by resolution of the
            Board of Directors on April 21, 1999, further amended by
            resolutions of the Board of Directors on October 17, 2000
                  and October 17, 2001, effective July 1, 2001.
<PAGE>
                          BRIGGS & STRATTON CORPORATION
                ECONOMIC VALUE ADDED INCENTIVE COMPENSATION PLAN

           As adopted by the Board of Directors on November 12, 1990,
             and amended and restated by resolution of the Board of
            Directors effective as of April 18, 1995, further amended
             by resolutions effective October 17, 1995 and April 16,
              1997 and further amended and restated by the Board of
         Directors on April 21, 1999, further amended by resolutions of
                 the Board of Directors on October 17, 2000 and
                    October 17, 2001 effective July 1, 2001.

I.       Plan Objectives

         A.       To promote the maximization of shareholder value over the long
                  term by providing incentive compensation to key employees of
                  Briggs & Stratton Corporation (the "Company") in a form which
                  is designed to financially reward participants for an increase
                  in the value of the Company to its shareholders.

         B.       To provide competitive levels of compensation to enable the
                  Company to attract and retain employees who are able to exert
                  a significant impact on the value of the Company to its
                  shareholders.

         C.       To encourage teamwork and cooperation in the achievement of
                  Company goals.

         D.       To recognize differences in the performance of individual
                  participants.

II.      Plan Administration

         The Compensation Committee of the Board of Directors (the "Committee")
         shall be responsible for the design, administration, and interpretation
         of the Plan.

III.     Definitions

         A.       "Accrued Bonus" means the bonus, which may be negative or
                  positive, which is calculated in the manner set forth in
                  Section V.A.

         B.       "Actual EVA" means the EVA as calculated for the relevant Plan
                  Year.

         C.       "Base Salary" means the amount of a Participant's base
                  compensation earned during the Plan Year without adjustment
                  for bonuses, salary deferrals, value of benefits, imputed
                  income, special payments, amounts contributed to a savings
                  plan or similar items.

         D.       "Capital" means the Company's weighted average monthly
                  operating capital for the Plan Year, calculated as follows:


                      Current Assets

                      -          Non-operating Investments

                      +          Bad Debt Reserve

                      +          LIFO Reserve

                      -          Future Income Tax Benefits

                      -          Current Noninterest-Bearing Liabilities

                      +          Warranty Reserve

                      +          Environmental Reserve

                      +          Property, Plant, Equipment, Net

                      -          Construction in Progress

                      +          Other Assets (not including prepaid Pension
                                 Costs)

                      (+/-)      Unusual Capital Items

                                       2
<PAGE>
         E.       "Capital Charge" means the deemed opportunity cost of
                  employing Capital in the Company's businesses, determined as
                  follows:

                              Capital Charge = Capital X Cost of Capital

         F.       "Cost of Capital" means the weighted average of the cost of
                  equity and the after tax cost of debt for the relevant Plan
                  Year on a market value basis. The Cost of Capital will be
                  determined (to the nearest tenth of a percent) by the
                  Committee prior to each Plan Year, consistent with the
                  following methodology:

                           a)       Cost of Equity = Risk Free Rate + (Business
                                    Risk Index X Average Equity Risk Premium)

                           b)       Debt Cost of Capital = Debt Yield X (1 - Tax
                                    Rate)

                           c)       The weighted average of the Cost of Equity
                                    and the Debt Cost of Capital is determined
                                    by reference to the actual debt-to-capital
                                    ratio

                  where the Risk Free Rate is the average daily closing yield
                  rate on 30 year U.S. Treasury Bonds for the month of March
                  immediately preceding the relevant Plan Year, the Business
                  Risk Index is determined by using an average of the Beta
                  available in the four (4) most recent Value Line reports on
                  the Company. The Average Equity Risk Premium is 6%, the Debt
                  Yield is the weighted average yield of all borrowing included
                  in the Company's permanent capital, and the tax rate is the
                  combination of the relevant federal and state income tax
                  rates.

         G.       "Designated Key Contributor" means those Participants named by
                  the Chief Executive Officer as a Designated Key Contributor
                  under the Plan.

         H.       "Divisional EVA Performance Factor" means an Individual
                  Performance Factor calculated in the same manner as the
                  Company Performance Factor as set forth in Section VI.A.,
                  except that EVA, Actual EVA, Target EVA, EVA Leverage Factor,
                  NOPAT, Capital, Capital Charge, Cost of Capital and other
                  relevant terms shall be defined by reference to the particular
                  division, not by reference to the entire Company.

         I.       "Economic Value Added" or "EVA" means the NOPAT that remains
                  after subtracting Capital Charge, expressed as follows:

                                                       NOPAT
                                           Less:     Capital Charge
                                                     --------------
                                           Equals:   EVA

                  EVA may be positive or negative.

         J.       "EVA Leverage Factor" means the expected deviation in EVA from
                  the average EVA, generally reflected as a percentage of
                  capital employed. For purposes of this Plan, the Company's EVA
                  Leverage Factor is determined to be $34 million.

         K.       "NOPAT" means cash adjusted net operating profits after taxes
                  for the Plan Year, calculated as follows:

                            Net Sales
                         -  Cost of Goods Sold
                      (+/-) Change in LIFO Reserve
                         -  Engineering/Selling & Administration
                         -  Normal Pension Costs
                      (+/-) Change in Bad Debt Reserve
                      (+/-) Change in the Prepaid Pension Asset or Liability
                      (+/-) Change in Warranty Reserve
                      (+/-) Change in Environmental Reserve
                      (+/-) Other Income & Expense on Non-Operating Investments
                      (+/-) Other Unusual Income or Expense Items
                      (+/-) Amortization of Unusual Income or Expense Items
                         -  Cash Taxes on the Above (+/- change in deferred
                            tax liability)

                                       3
<PAGE>
         L.       "Plan Year" means the one year period coincident with the
                  Company's fiscal year.

         M.       "Senior Executives" means those Participants designated as
                  Senior Executives by the Committee with respect to any Plan
                  Year.

         N.       "Target EVA" means the target level of EVA for the Plan Year,
                  determined as follows:

                  a)       For Plan Year ending July 3, 1994 The Actual EVA for
                           1993 plus Expected Improvement.

                  b)       For subsequent Plan Years:

                                     Prior Year       Prior Year
                   Current Plan  =   Target EVA   +   Actual EVA  +  Expected
                                     ---------------------------
                   Year Target EVA                     2             Improvement


                  For Plan Years through 1999, Expected Improvement will be $4
                  million, except that it shall not be added to the current Plan
                  Year Target EVA to the extent it would make such Target EVA
                  exceed $25 million. For Plan Years after 1999, Expected
                  Improvement will be $2 million, except that it shall not be
                  added to the current Plan Year Target EVA to the extent it
                  would make such Target EVA exceed $32 million. For the Plan
                  Year 2002 the computed Target EVA shall be reduced by $7
                  million and for the Plan Year 2003 the computed Target EVA
                  shall be reduced by $3 million to adjust for the Generac
                  Portable Products, Inc. acquisition.

IV.      Eligibility

         A.       Eligible Positions. In general, all Company Officers, Division
                  General Managers, and members of the corporate operations
                  group, and certain direct reports of such individuals may be
                  eligible for participation in the Plan. However, actual
                  participation will depend upon the contribution and impact
                  each eligible employee may have on the Company's value to its
                  shareholders, as determined by the Chief Executive Officer of
                  the Company, and approved by the Committee.

         B.       Nomination and Approval. Each Plan year, the Chief Executive
                  Officer of the Company will nominate eligible employees to
                  participate in the Plan for the next Plan Year. The Committee
                  will have the final authority to select Plan participants (the
                  "Participants") among the eligible employees nominated by the
                  Chief Executive Officer of the Company. Continued
                  participation in the Plan is contingent on approval of the
                  Committee. Selection normally will take place, and will be
                  communicated to each Participant, prior to the beginning of
                  the pertinent Plan Year.

V.       Individual Participation Levels

         A.       Calculation of Accrued Bonus. Each Participant's Accrued Bonus
                  will be determined as a function of the Participant's Base
                  Salary, the Participant's Target Incentive Award (provided in
                  paragraph V.B., below), Company Performance Factor (provided
                  in Section VI.A.) and the Individual Performance Factor
                  (provided in Section VI.B.) for the Plan Year. Each
                  Participant's Accrued Bonus will be calculated as follows:

<TABLE>
<CAPTION>
                                 Target              Company                                      Target              Individual
           Participant's   x     Incentive    x      Performance           Participant's    x     Incentive     x     Performance
           Base Salary           Award               Factor          +     Base Salary            Award               Factor
           ----------------------------------------------------            ------------------------------------------------------
<S>                        <C>   <C>          <C>    <C>            <C>    <C>              <C>   <C>          <C>    <C>
                                   2                                                                 2
</TABLE>

                                        4
<PAGE>
         B.       Target Incentive Awards. The Target Incentive Awards will be
                  determined according to the following schedule:

<TABLE>
<CAPTION>
                                                             Target Incentive Award
                           Executive Position                  (% of Base Salary)
                           ------------------                  ------------------
<S>                                                          <C>
                           Chairman                                  100%
                           Chief Executive Officer                   100%
                           Executive Vice President
                                & Senior Vice President               60%
                           Other Elected Officers                     40%
                           Division General Manager                   40%
                           Designated Key Contributors                25%
                           All Others                                 20%
</TABLE>

VI.      Performance Factors

         A.       Company Performance Factor Calculation. For any Plan Year, the
                  Company Performance Factor will be calculated as follows:


           Company Performance Factor = 1.00  +  Actual EVA  -  Target EVA
                                                 -------------------------
                                                   EVA Leverage Factor

         B.       Individual Performance Factor Calculation. Determination of
                  the Individual Performance Factor will be the responsibility
                  of the individual to whom the participant reports. This
                  determination will be subject to approval by the Committee and
                  should be in conformance with the process set forth below:

                  (1)      Quantifiable Supporting Performance Factors. The
                           Individual Performance Factor of the Accrued Bonus
                           calculation will be based on the accomplishment of
                           individual, financial and/or other goals ("Supporting
                           Performance Factors"). Whenever possible, individual
                           performance will be evaluated according to
                           quantifiable benchmarks of success. These Supporting
                           Performance Factors will represent an achievement
                           percentage continuum that ranges from 50% to 150% of
                           the individual target award opportunity, and will be
                           enumerated from .5 to 1.5 based on such continuum
                           except in the case of the quantifiable benchmark of
                           Aggregate Gross Margin where the achievement
                           percentage continuum could be 50% to 200% and be
                           enumerated by a .5 to 2.0 continuum. Provided,
                           however, that if the quantifiable Supporting
                           Performance Factor is based on divisional EVA and is
                           calculated in the same manner as the Company
                           Performance Factor as set forth in Section VI.A. with
                           respect to such division (such Supporting Performance
                           Factor referred to herein as a Divisional EVA
                           Performance Factor), then the Supporting Performance
                           Factor may be unlimited, if so approved by the
                           Committee. A quantifiable Supporting Performance
                           Factor may also be unlimited if the quantifiable
                           Supporting Performance Factor as approved by the
                           Committee for such individual is the same as the
                           Company Performance Factor determined in accordance
                           with Section VI.A.

                  (2)      Non-Quantifiable Supporting Performance Factors. When
                           performance cannot be measured according to a
                           quantifiable monitoring system, an assessment of the
                           Participant's overall performance may be made based
                           on a non-quantifiable Supporting Performance Factor
                           (or Factors). The person to whom the Participant
                           reports will evaluate the Participant's performance,
                           and this evaluation will determine the Participant's
                           Supporting Performance Factor (or Factors) according
                           to the following schedule:

                                    Individual                 Supporting
                               Performance Rating         Performance Factor

                               Outstanding                    1.3 - 1.5
                               Excellent                      1.1 - 1.3
                               Good                            .9 - 1.1
                               Satisfactory                    .5 -  .9
                               Unsatisfactory                     0


                                       5
<PAGE>
                  (3)      Aggregate Individual Performance Factor. The
                           Individual Performance Factor to be used in the
                           calculation of the Accrued Bonus shall be equal to
                           the sum of the quantifiable and/or non-quantifiable
                           Supporting Performance Factor(s), divided by the
                           number of Supporting Performance Factors. To
                           illustrate, assume a Participant with two Supporting
                           Performance Factors:


                                      Quantifiable            Non-Quantifiable
                                      Supporting       +      Supporting
                   Individual         Performance             Performance
                   Performance   =    Factor A                Factor B
                                      ------------------------------------------
                   Factor                              2

                           Notwithstanding the foregoing and subject to the
                           approval of the Committee, the individual to whom the
                           Participant reports shall have the authority to
                           weight the Supporting Performance Factors, according
                           to relative importance. The weighting of each
                           Supporting Performance Factor shall be expressed as a
                           percentage, and the sum of the percentages applied to
                           all of the Supporting Performance Factors shall be
                           100%. The Individual Performance Factor, if weighted
                           factors are used, will then be equal to the weighted
                           average of such Supporting Performance Factors.

VII.     Change in Status During the Plan Year

         A.       New Hire, Transfer, Promotion, Demotion

                  A newly hired employee or an employee transferred, promoted,
                  or demoted during the Plan Year to a position qualifying for
                  participation (or leaving the participating class) may accrue
                  (subject to discretion of the Committee) a pro rata Accrued
                  Bonus based on the percentage of the Plan Year (actual
                  weeks/full year times a full year award amount for that
                  position) the employee is in each participating position.

         B.       Discharge

                  An employee discharged during the Plan Year shall not be
                  eligible for an Accrued Bonus, even though his or her service
                  arrangement or contract extends past year-end, unless the
                  Committee determines that the conditions of the termination
                  indicate that a prorated Accrued Bonus is appropriate. The
                  Committee shall have full and final authority in making such a
                  determination.

         C.       Resignation

                  An employee who resigns during the Plan Year to accept
                  employment elsewhere (including self-employment) will not be
                  eligible for an Accrued Bonus.

         D.       Death, Disability, Retirement

                  If a Participant's employment is terminated during a Plan Year
                  by reason of death, disability, or normal or early retirement
                  under the Company's retirement plan, a tentative Accrued Bonus
                  will be calculated as if the Participant had remained employed
                  as of the end of the Plan Year. The final Accrued Bonus will
                  be calculated by multiplying the tentative Accrued Bonus by a
                  proration factor. The proration factor will be equal to the
                  number of full weeks of employment during the Plan Year
                  divided by fifty-two. For purposes of this section, the date a
                  participant is deemed to be terminated pursuant to disability
                  shall be the date the employee begins receiving a monthly Long
                  Term Disability Benefit under the Company's Group Insurance
                  Plan.

                  Each employee may name any beneficiary or beneficiaries (who
                  may be named contingently or successively) to whom any benefit
                  under this Plan is to be paid in case of the employee's death.

                                       6
<PAGE>
                  Each such designation shall revoke all prior designations by
                  the employee, shall be in the form prescribed by the
                  Committee, and shall be effective only when filed by the
                  employee in writing with the Committee during his or her
                  lifetime.

                  In the absence of any such designation, benefits remaining
                  unpaid at the employee's death shall be paid to the employee's
                  estate.

         E.       Leave of Absence

                  An employee whose status as an active employee is changed
                  during a Plan Year as a result of a leave of absence may, at
                  the discretion of the Committee, be eligible for a pro rata
                  Accrued Bonus determined in the same way as in paragraph D. of
                  this Section.

VIII.    Bonus Paid and Bonus Bank

                  All or a portion of the Accrued Bonus will be either paid to
                  the Participant or credited to or charged against the Bonus
                  Bank as provided in this Article.

         A.       Participants Who Are Not Senior Executives. All positive
                  Accrued Bonuses of Participants who are not Senior Executives
                  for the Plan Year shall be paid in cash, less amounts required
                  by law to be withheld for income and employment tax purposes,
                  on or before the end of the second month following the end of
                  the Plan Year in which the Accrued Bonus was earned.
                  Participants who are not Senior Executives shall not be
                  charged or otherwise assessed for negative Accrued Bonuses nor
                  shall such Participants have any portion of their Accrued
                  Bonuses banked.

         B.       Participants Who Are Senior Executives. The Total Bonus Payout
                  to Participants who are Senior Executives for the Plan Year
                  shall be as follows:

                                        Accrued Bonus
                             Less:      Extraordinary Bonus Accrual
                             Plus:      Bank Payout
                                        -----------
                             Equals:    Total Bonus Payout

                  The Total Bonus Payout for each Plan Year, less amounts
                  required by law to be withheld for income tax and employment
                  tax purposes, shall be paid on or before the end of the second
                  month following the end of the Plan Year in which it was
                  earned.

         C.       Establishment of a Bonus Bank. To encourage a long term
                  commitment to the enhancement of shareholder value by Senior
                  Executives, "Extraordinary Bonus Accruals" shall be credited
                  to an "at risk" deferred account ("Bonus Bank") for each such
                  Participant, and all negative Accrued Bonuses shall be charged
                  against the Bonus Bank, as determined in accordance with the
                  following:

                  1.       "Bonus Bank" means, with respect to each Senior
                           Executive, a bookkeeping record of an account to
                           which Extraordinary Bonus Accruals are credited, and
                           negative Accrued Bonuses debited as the case may be,
                           for each Plan Year, and from which bonus payments to
                           such Senior Executive are debited.

                  2.       "Bank Balance" means, with respect to each Senior
                           Executive, a bookkeeping record of the net balance of
                           the amounts credited to and debited against such
                           Senior Executive's Bonus Bank. The Bank Balance shall
                           initially be equal to zero.

                  3.       "Extraordinary Bonus Accrual" shall mean the amount
                           of the Accrued Bonus for any year that exceeds 1.25
                           times the portion of the Senior Executive's Base
                           Salary which is represented by the Target Incentive
                           Award in the event that the beginning Bank Balance is
                           positive or zero, and .75 times the portion of the
                           Senior Executive's Base Salary which is represented
                           by the Target Incentive Award in the event that the
                           beginning Bank Balance is negative.

                                       7
<PAGE>
                  4.       Annual Allocation. Each Senior Executive's
                           Extraordinary Bonus Accrual or negative Accrued Bonus
                           is credited or debited to the Bonus Bank maintained
                           for that Senior Executive. Such Annual Allocation
                           will occur as soon as possible after the conclusion
                           of each Plan Year. Although a Bonus Bank may, as a
                           result of negative Accrual Bonuses have a deficit, no
                           Senior Executive shall be required, at any time, to
                           reimburse his/her Bonus Bank.

                  5.       "Available Balance" means that the Bank Balance at
                           the point in time immediately after the Annual
                           Allocation has been made.

                  6.       "Payout Percentage" means the percentage of the
                           Available Balance that may be paid out in cash to the
                           Participant. The Payout Percentage will equal 33%.

                  7.       "Bank Payout" means the amount of the Available
                           Balance that may be paid out in cash to the Senior
                           Executive for each Plan Year. The Bank Payout is
                           calculated as follows:

                        Bank Payout   =  Available Balance  X  Payout Percentage

                           The Bank Payout is subtracted from the Bank Balance.

                  8.       Treatment of Available Balance Upon Termination

                           a)       Resignation or Termination With Cause.
                                    Senior Executives leaving voluntarily to
                                    accept employment elsewhere (including
                                    self-employment) or who are terminated with
                                    cause will forfeit their Available Balance.

                           b)       Retirement, Death, Disability or Termination
                                    Without Cause. In the event of a Senior
                                    Executive's normal or early retirement under
                                    the Company's retirement plan, death,
                                    disability, or termination without cause,
                                    the Available Balance, less amounts required
                                    by law to be withheld for income tax and
                                    employment tax purposes, shall be paid to
                                    the Senior Executive on or before the end of
                                    the second month following the end of the
                                    Plan Year in which the termination for one
                                    of such events occurred.

                           c)       For purposes of this Plan "cause" shall
                                    mean:

                                    (i)      any act or acts of the Participant
                                             constituting a felony under the
                                             laws of the United States, any
                                             state thereof or any foreign
                                             jurisdiction;

                                    (ii)     any material breach by the
                                             Participant of any employment
                                             agreement with the Company or the
                                             policies of the Company or the
                                             willful and persistent (after
                                             written notice to the Participant)
                                             failure or refusal of the
                                             Participant to comply with any
                                             lawful directives of the Board;

                                    (iii)    a course of conduct amounting to
                                             gross neglect, willful misconduct
                                             or dishonesty; or

                                    (iv)     any misappropriation of material
                                             property of the Company by the
                                             Participant or any misappropriation
                                             of a corporate or business
                                             opportunity of the Company by the
                                             Participant.

IX.      Administrative Provisions

         A.       Amendments. The Board of Directors of the Company shall have
                  the right to modify or amend this Plan from time to time, or
                  suspend it or terminate it entirely; provided that no such
                  modification, amendment, suspension, or termination may,
                  without the consent of any affected participants (or
                  beneficiaries of such participants in the event of death),
                  reduce the rights of any such participants (or beneficiaries,
                  as applicable) to a payment or distribution already earned
                  under Plan terms in effect prior to such change.

         B.       Interpretation of Plan. Any decision of the Committee with
                  respect to any issues concerning individual selected for
                  awards, the amount, terms, form and time of payment of awards,
                  and interpretation of any Plan guideline, definition, or
                  requirement shall be final and binding.

                                       8
<PAGE>
         C.       Effect of Award on Other Employee Benefits. By acceptance of a
                  bonus award, each recipient agrees that such award is special
                  additional compensation and that it will not affect any
                  employee benefit, e.g., life insurance, etc., in which the
                  recipient participates, except as provided in paragraph D.
                  below.

         D.       Retirement Programs. Awards made under this Plan shall be
                  included in the employee's compensation for purposes of the
                  Company Retirement Plans and Savings Plan.

         E.       Right to Continued Employment; Additional Awards. The receipt
                  of a bonus award shall not give the recipient any right to
                  continued employment, and the right and power to dismiss any
                  employee is specifically reserved to the Company. In addition,
                  the receipt of a bonus award with respect to any Plan Year
                  shall not entitle the recipient to an award with respect to
                  any subsequent Plan Year.

         F.       Adjustments to Performance Goals. When a performance goal is
                  based on Economic Value Added or other quantifiable financial
                  or accounting measure, it may be necessary to exclude
                  significant nonbudgeted or noncontrollable gains or losses
                  from actual financial results in order to properly measure
                  performance. The Committee will decide those items that shall
                  be considered in adjusting actual results. For example, some
                  types of items that may be considered for exclusion are:

                  (1)      Any gains or losses which will be treated as
                           extraordinary in the Company's financial statements.

                  (2)      Profits or losses of any entities acquired by the
                           Company during the Plan Year, assuming they were not
                           included in the budget and/or the goal.

                  (3)      Material gains or losses not in the budget and/or the
                           goal which are of a nonrecurring nature and are not
                           considered to be in the ordinary course of business.
                           Some of these would be as follows:

                           (a)      Gains or losses from the sale or disposal of
                                    real estate or property.

                           (b)      Gains resulting from insurance recoveries
                                    when such gains relate to claims filed in
                                    prior years.

                           (c)      Losses resulting from natural catastrophes,
                                    when the cause of the catastrophe is beyond
                                    the control of the Company and did not
                                    result from any failure or negligence on the
                                    Company's part.

         G.       Vesting. All amounts due but unpaid to any Participant under
                  this plan shall vest, subject to the terms of this EVA Plan,
                  upon actual termination of employment of the Participant.

         X.       Miscellaneous

                  A.       Indemnification. Each person who is or who shall have
                           been a member of the Committee or of the Board, or
                           who is or shall have been an employee of the Company,
                           shall not be liable for, and shall be indemnified and
                           held harmless by the Company from any loss, cost,
                           liability, or expense that may be imposed upon or
                           reasonably incurred by him or her in connection with
                           any claim, action, suit, or proceeding to which he or
                           she may be a party by reason of any action taken or
                           failure to act under this Plan. The foregoing right
                           of indemnification shall not be exclusive of any
                           other rights of indemnification to which such persons
                           may be entitled under the Company's Articles of
                           Incorporation or Bylaws, as a matter of law, or
                           otherwise, or any power that the Company may have to
                           indemnify them or hold them harmless.

                  B.       Expenses of the Plan. The expenses of administering
                           this Plan shall be borne by the Company.

                  C.       Withholding Taxes. The Company shall have the right
                           to deduct from all payments under this Plan any
                           Federal or state taxes required by law to be withheld
                           with respect to such payments.

                  D.       Governing Law. This Plan shall be construed in
                           accordance with and governed by the laws of the State
                           of Wisconsin.

                                        9

</TEXT>
</DOCUMENT>
