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                                                                 EXHIBIT 10.2(d)

                           UNIVERSAL FOODS CORPORATION
                            1990 EMPLOYEE STOCK PLAN

              AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 10, 1998

         (NOTE: ALL REFERENCES TO THE NUMBER OF SHARES OF STOCK SET FORTH IN
THIS AMENDED AND RESTATED EMPLOYEE STOCK PLAN HAVE BEEN ADJUSTED TO GIVE EFFECT
TO THE COMPANY'S 2-FOR-1 STOCK SPLIT, EFFECTED IN THE FORM OF A 100% STOCK
DIVIDEND, PAID TO SHAREHOLDERS OF RECORD ON MAY 6, 1998.)


         SECTION 1.  ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN.

         1.1 Establishment. Universal Foods Corporation, a Wisconsin
corporation, hereby establishes the "UNIVERSAL FOODS CORPORATION 1990 EMPLOYEE
STOCK PLAN" (the "Plan") for key employees. The Plan permits the grant of Stock
Options, Stock Appreciation Rights and Restricted Stock.

         1.2 Purpose. The purpose of the Plan is to advance the interests of the
Company, by encouraging and providing for the acquisition of an equity interest
in the success of the Company by key employees, and by enabling the Company to
attract and retain the services of key employees upon whose judgment, interest
and special effort the successful conduct of its operations is largely
dependent.

         1.3 Effective Date. The Plan shall become effective January 25, 1990,
subject to ratification by the shareholders of the Company.

         SECTION 2.  DEFINITIONS.

         2.1 Definitions. Whenever used herein, the following terms shall have
their respective meanings set forth below:

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (c) "Committee" means the Personnel Policy Committee of the
         Board consisting of three or more members of the Board who are not, and
         who have not been at any time within one year prior to appointment to
         the Committee, eligible to receive Stock, Options or Stock Appreciation
         Rights under the Plan or any similar plan of the Company or its
         affiliates.



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                  (d) "Company" means Universal Foods Corporation, a Wisconsin
         corporation.

                  (e) "Fair Market Value" means the closing price of the Stock
         as reported by the New York Stock Exchange on a particular date.

                  (f) "Option" means the right to purchase Stock at a stated
         price for a specified period of time. For purposes of the Plan an
         Option may be either (i) an "incentive stock option" within the meaning
         of Section 422A of the Code or (ii) a "nonstatutory stock option."

                  (g) "Participant" means any individual designated by the
         Committee to participate in the Plan.

                  (h) "Period of Restriction" means the period during which the
         transfer of shares of Restricted Stock is restricted pursuant to
         Section 10 of the Plan.

                  (i) "Restricted Stock" means Stock granted to a Participant
         pursuant to Section 10 of the Plan.

                  (j) "Stock" means the Common Stock of the Company, par value
         of $0.10.

                  (k) "Stock Appreciation Right" means the right to receive a
         cash payment from the Company equal to the excess of the Fair Market
         Value of a share of Stock at the date of exercise over the Option
         exercise price fixed by the Committee, which shall not be less than
         100% of the Fair Market Value of the Stock on the date of grant.

         2.2 Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural and the plural shall include the
singular.

         SECTION 3.  ELIGIBILITY AND PARTICIPATION.

         3.1 Eligibility and Participation. Participants in the Plan shall be
selected by the Committee from among those key employees of the Company and its
subsidiaries, including subsidiaries which become such after adoption of the
Plan, who are recommended for participation by the Chief Executive Officer and
who, in the opinion of the Committee, are in a position to contribute materially
to the

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Company's continued growth and development and to its long-term financial
success. No member of the Committee shall be eligible to participate in the Plan
for a period of one year after having served on the Committee.

         SECTION 4.  ADMINISTRATION.

         4.1 Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of the Company and to
make all other determinations necessary or advisable for the administration of
the Plan, but only to the extent not contrary to the express provisions of the
Plan. Determinations, interpretations or other actions made or taken by the
Committee pursuant to the provisions of the Plan shall be final and binding and
conclusive for all purposes and upon all persons whomsoever.

         SECTION 5.  STOCK SUBJECT TO PLAN.

         5.1 Number. The total number of shares of Stock subject to issuance
under the Plan may not exceed 2,600,000, subject to adjustment upon occurrence
of any of the events indicated in Subsection 5.3. Of this total number, up to
800,000 shares of Stock may be granted in Restricted Stock to Participants under
the Plan. The shares to be issued under the Plan may consist, in whole or in
part, of authorized but unissued Stock or treasury Stock, not reserved for any
other purpose.

         5.2 Unused Stock. In the event any shares of Stock that are subject to
an Option which, for any reason, expires, is cancelled or is terminated
unexercised as to such shares, or any shares of Stock subject to a Restricted
Stock grant made under the Plan are reacquired by the Company pursuant to the
Plan, such shares again shall become available for issuance under the Plan.

         5.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock that occurs after ratification of the Plan by the
shareholders of the Company by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, spin-off, split-up,
exchange of shares or other similar corporate change, the aggregate number of
shares of Stock authorized for issuance under the Plan as well as Stock subject
to each outstanding Option, and its stated Option price, shall be appropriately
adjusted by the Committee, whose determination shall be conclusive; provided,
however, that fractional shares shall be rounded to the nearest whole share. In
such event, the Committee shall also have discretion to make appropriate
adjustments in the

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number of shares authorized for issuance under the Plan as well as shares
subject to Restricted Stock grants then outstanding under the Plan pursuant to
the terms of such grants or otherwise.

         SECTION 6.  STOCK APPRECIATION RIGHTS SUBJECT TO PLAN.

         6.1 Plan Limitation. The number of Stock Appreciation Rights which may
be granted pursuant to the Plan may not exceed 1,200,000.

         6.2 Unexercised Rights. In the event any Stock Appreciation Rights
expire, terminate or are cancelled unexercised, such Stock Appreciation Rights
again shall become available for issuance under the Plan.

         6.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock that occurs after ratification of the Plan by the
shareholders of the Company by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, spin-off, split-up,
exchange of shares or other similar corporate change, the Committee shall make
appropriate adjustments in the number of outstanding Stock Appreciation Rights
and the related grant values, whose determination shall be conclusive.

         SECTION 7.  DURATION OF PLAN.

         7.1 Duration of Plan. The Plan shall remain in effect, subject to the
Board's right to earlier terminate the Plan pursuant to Section 14 hereof, until
all Stock subject to it shall have been purchased or acquired pursuant to the
provisions hereof. Notwithstanding the foregoing, no Option, Stock Appreciation
Right, or Restricted Stock may be granted under the Plan on or after the tenth
(10th) anniversary of the Plan's effective date.

         SECTION 8.  STOCK OPTIONS.

         8.1 Grant of Options. Subject to the provisions of Sections 5 and 7,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Options granted to each Participant. The
Committee also shall determine whether an Option is to be an incentive stock
option within the meaning of Section 422A of the Code or a nonstatutory stock
option. Incentive stock options shall be subject to the following limitations:

             (a) The Fair Market Value (determined at the date of grant) of
         Stock with respect to which incentive stock options are exercisable for

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         the first time by a Participant during any calendar year shall not
         exceed $100,000.

             (b) No incentive stock option may be granted to any person who
         owns, directly or indirectly, stock possessing more than 10% of the
         total combined voting power of all classes of stock of the Company.

Nothing in this Section 8 of the Plan shall be deemed to prevent the grant of
nonstatutory stock options in excess of the maximum established by Section 422A
of the Code.

         8.2 Option Agreement. Each Option shall be evidenced by an Option
Agreement that shall specify the type of Option granted, the Option price, the
duration of the Option, the number of shares of Stock to which the Option
pertains and such other provisions as the Committee shall determine.

         8.3 Option Price. No Option granted pursuant to the Plan shall have an
Option price that is less than the Fair Market Value of the Stock on the date
the Option is granted.

         8.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine, provided, however, that no incentive stock option
shall be exercisable later than the tenth (10th) anniversary date of its grant.

         8.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for all
Participants. Any Option granted to an elected officer, director or more than
10% shareholder may not be exercised until at least six months following the
grant date.

         8.6 Payment. The Option price of any Option shall be payable to the
Company in full upon exercise (i) in cash or its equivalent including, in the
discretion of the Committee, a promissory note issued to the Company by the
Participant, which note shall (v) be secured by the Stock issued; (w) be for a
term of not more than ten (10) years; (x) bear interest at a rate of not less
than the prime rate (as determined by the Committee) in effect on the date such
promissory note is issued; (y) require at least annual payments of principal and
interest; and (z) contain such other terms and conditions as the Committee
determines; provided, that in the case of the exercise of an incentive stock
option which is outstanding as of September 10, 1998, such promissory note shall
not be considered the equivalent of cash; (ii) by tendering shares of Stock
having a Fair

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Market Value at the time of exercise equal to the total Option price; (iii) by a
combination of cash and shares of Stock; or (iv) by electing to have the Company
withhold from the shares of Stock otherwise issuable upon exercise of the Option
that number of shares of Stock otherwise having a Fair Market Value at the time
of exercise plus cash for any fractional share amounts, equal to the total
Option price; provided that any such election by an elected officer, director or
more than 10% shareholder of the Company with respect to an incentive stock
option outstanding as of September 10, 1998 must be made during the ten-day
period beginning on the third business day following the release of the
Company's quarterly or annual summary statement of sales and earnings. The
proceeds from such a payment shall be added to the general funds of the Company
and shall be used for general corporate purposes.

         8.7 Restrictions on Stock Transferability. The Committee shall impose
such restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law, under the requirements of
any stock exchange upon which such shares of Stock are then listed and under any
blue sky or state securities laws applicable to such shares.

         8.8 Nontransferability Of Options. No Option granted under the Plan may
be sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant.

         SECTION 9.  STOCK APPRECIATION RIGHTS.

         9.1 Grant of Stock Appreciation Rights. Subject to the provisions of
Sections 6 and 7, Stock Appreciation Rights may be granted to Participants. A
Stock Appreciation Right shall relate only to a specific Option granted under
the Plan and may relate to all or part of the Option shares covered by the
related Option.

         9.2 Exercise of Stock Appreciation Rights. Stock Appreciation Rights
shall be exercisable at such time or times, on the conditions and to the extent
and in the proportion, that the related Option is exercisable and may be
exercised for all or part of the shares of Stock subject to the related Option.
Any Stock Appreciation Right granted to an elected officer, director or more
than 10% shareholder of the Company may not be exercised until at least six
months after the grant date and shall only be exercisable during the ten-day
period beginning on the third business day following the release of the
Company's quarterly or annual summary statement of sales and earnings.

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         9.3 Effect of Exercise. Upon exercise of any number of Stock
Appreciation Rights, the number of Option shares subject to the related Option
shall be reduced accordingly and such Option shares may not again be subjected
to an Option under the Plan. The exercise of any number of Options shall result
in an equivalent reduction in the number of Option shares covered by the related
Stock Appreciation Right and such shares may not again be subject to a Stock
Appreciation Right under this Plan; provided, however, that if a Stock
Appreciation Right was granted for less than all of the Option shares covered by
the related Option, no such reduction shall be made until such time as the
number of shares exercised under the related Option exceeds the number of Option
shares not covered by the Stock Appreciation Right.

         9.4 Payment of Stock Appreciation Right Amount. Upon exercise of a
Stock Appreciation Right, the holder shall be entitled to receive payment in
cash of an amount determined by multiplying:

             (a) The difference between the Fair Market Value of a share of
         Stock at the date of exercise over the price fixed by the Committee at
         the date of grant by

             (b) The number of shares with respect to which the Stock
         Appreciation Right is exercised.

In the case of a Stock Appreciation Right which is granted in conjunction with
an incentive stock option, the amount determined under (a) above shall be
determined by using a price fixed by the Committee at the date of grant which
does not exceed the Option price of the related incentive stock option.

         9.5 Limit on Appreciation. The Committee may, in its sole discretion,
establish (at the time of grant) a maximum amount per share which will be
payable upon exercise of a Stock Appreciation Right.

         9.6 Rule 16b-3 Requirements. Notwithstanding any other provision of the
Plan, the Committee may impose such conditions on exercise of a Stock
Appreciation Right (including, without limitation, the right of the Committee to
limit the time of exercise to specified periods) as may be required to satisfy
the requirements of Rule 16b-3 (or any successor rule) under the Securities
Exchange Act of 1934.

         SECTION 10.  RESTRICTED STOCK.

         10.1 Grant of Restricted Stock. Subject to the provisions of Sections 5
and 7, the Committee, at any time and from time to time, may grant shares of

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Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Each grant of Restricted Stock shall be in writing.

         10.2 Transferability. Except as provided in Section 10 hereof, the
shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated for such period of time
as shall be determined by the Committee and shall be specified in the Restricted
Stock grant, or upon earlier satisfaction of other conditions as specified by
the Committee in its sole discretion and set forth in the Restricted Stock
grant.

         10.3 Other Restrictions. The Committee shall impose such other
restrictions on any shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable Federal or state securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.
Any Restricted Stock granted to an elected officer, director or more than 10%
shareholder may not be sold for at least six months after the date it is
granted.

         10.4 Certificate Legend. In addition to any legends placed on
certificates pursuant to Subsection 10.3 hereof, each certificate representing
shares of Restricted Stock granted pursuant to the Plan share bear the following
legend:

              "The sale or other transfer of the shares of stock represented by
         this certificate, whether voluntary, involuntary or by operation of
         law, is subject to certain restrictions on transfer set forth in the
         Universal Foods Corporation 1990 Employee Stock Plan, rules of
         administration adopted pursuant to such Plan and a Restricted Stock
         grant dated ___________, 19___. A copy of the Plan, such rules and such
         Restricted Stock grant may be obtained from the Secretary of Universal
         Foods Corporation."

         10.5 Removal of Restrictions. Except as otherwise provided in Section
10 hereof, shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Participant after
the last day of the Period of Restriction. Once the shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Subsection 10.4 removed from his Stock certificates.

         10.6 Voting Rights. During the Period of Restriction, Participants
holding shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those shares.


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         10.7 Dividends and Other Distributions. During the Period of
Restriction, Participants holding shares of Restricted Stock granted hereunder
shall be entitled to receive all dividends and other distributions paid with
respect to those shares while they are so held. If any such dividends or
distributions are paid in shares of Stock, the shares shall be subject to the
same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.

         10.8 Nontransferability of Restricted Stock. No shares of Restricted
Stock granted under the Plan may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution until the termination of the applicable Period of
Restriction. All rights with respect to Restricted Stock granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant.

         10.9 Election to Sell Shares to the Company. A Participant, or in the
case of his death his beneficiary or estate, may elect to sell to the Company up
to one-half of the shares of Restricted Stock issued to him pursuant to the Plan
and upon which the restrictions set forth in Subsections 10.2 and 10.3 lapsed.
To the extent permitted by law, the Company shall purchase all such shares. Each
such sale must occur within sixty (60) days after the last day of the Period of
Restriction for such shares and shall be for a price equal to the Fair Market
Value determined as of the last business day of the Period of Restriction of the
shares of Restricted Stock to be sold. Such price shall be payable in cash or by
check in one lump sum payment, unless provisions relating to payment for such
shares in installments are agreed to by the Company and the Participant (or his
beneficiary or estate).

         SECTION 11.  BENEFICIARY DESIGNATION.

         11.1 Beneficiary Designation. Each Participant under the Plan may, from
time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his death before he receives any or all of such benefit. Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee and will be effective only when filed by
the Participant in writing with the Committee during his lifetime. In the
absence of any such designation, benefits remaining unpaid at the Participant's
death shall be paid to his estate.

         SECTION 12.  RIGHTS OF EMPLOYEES.

         12.1 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's employment at
any

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time nor confer upon any Participant any right to continue in the employ of the
Company.

         12.2 Participation. No employee shall have a right to be selected as a
Participant or, having been so selected, to be selected again as a Participant.

         SECTION 13.  CHANGE OF CONTROL.

         13.1 A "Change of Control" of the Company means:

              (a) the acquisition by any individual, entity or group (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
         of 1934, as amended (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 Company (the "Outstanding Company Common Stock")
         or (ii) the combined voting power of the then outstanding voting
         securities of the Company entitled to vote generally in the election of
         directors (the "Outstanding Company Voting Securities"); provided,
         however, that for purposes of this subsection (a), the following
         acquisitions shall not constitute a Change of Control: (1) any
         acquisition directly from the Company, (2) any acquisition by the
         Company, (3) any acquisition by any employee benefit plan (or related
         trust) sponsored or maintained by the Company or any corporation
         controlled by the Company or (4) any acquisition pursuant to a
         transaction which complies with clauses (i), (ii) and (iii) of
         subsection (c) of this Section; or

              (b) individuals who, as of September 10, 1998, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided, however, that any individual
         becoming a director subsequent to September 10, 1998 whose election, or
         nomination for election by the Company'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 an actual or threatened election contest with respect to the
         election or removal of directors or other actual or threatened
         solicitation of proxies or consents by or on behalf of a Person other
         than the Board; or


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              (c) consummation by the Company of a reorganization, merger or
         consolidation or sale or other disposition of all or substantially all
         of the assets of the Company or the acquisition of assets of another
         entity (a "Business Combination"), in each case, unless, following such
         Business Combination, (i) 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 business combination beneficially
         own, directly or indirectly, more than 50% of, respectively, the then
         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 Business Combination (including, without limitation, a
         corporation which as a result of such transaction owns the Company or
         all or substantially all of the Company's assets either directly or
         through one or more subsidiaries) in substantially the same proportions
         as their ownership immediately prior to such Business Combination of
         the Outstanding Company Common Stock and Outstanding Company Voting
         Securities, as the case may be, (ii) no Person (excluding any employee
         benefit plan (or related trust) of the Company or of such corporation
         resulting from such Business Combination) beneficially owns, directly
         or indirectly, 20% or more of, respectively, the then outstanding
         shares of common stock of the corporation resulting from such Business
         Combination or the combined voting power of the then outstanding voting
         securities of such corporation except to the extent that such ownership
         existed prior to the Business Combination and (iii) at least a majority
         of the members of the board of directors of the corporation resulting
         from such Business Combination were members of the Incumbent Board at
         the time of the execution of the initial agreement, or the action of
         the Board, providing for such Business Combination; or

              (d) approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.

         13.2 Treatment of Options and Stock Appreciation Rights. In the event
of a Change of Control of the Company, all Options and Stock Appreciation Rights
outstanding as of the date of such Change of Control, and which are not then
exercisable and vested, shall become fully exercisable and vested immediately
prior to such Change of Control.


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         13.3 Treatment of Restricted Stock. In the event of a Change of Control
of the Company, the restrictions applicable to any shares of Restricted Stock
shall lapse and such shares shall become immediately vested and shall be freely
transferable by the Participant, subject to any applicable Federal or state
securities laws.

         13.4 Certain Agreement Provisions Void. In the event of a Change of
Control of the Company, any Forfeiture Provision (as hereinafter defined)
contained in any Grant Agreement (as hereinafter defined) shall be null and void
and of no further force and effect. For purposes of this Section 13.4:

              (a) "Grant Agreement" means an agreement between the Company and a
         Participant concerning the grant of nonstatutory stock options or
         Restricted Stock (but not incentive stock options) entered into prior
         to September 10, 1998.

              (b) "Forfeiture Provision" means a provision in a Grant Agreement
         which provides for the forfeiture of vested or unvested stock options
         or Restricted Stock, as the case may be, or the repayment to the
         Company of the "Option Spread" or "Restricted Stock Value" (as such
         terms are defined or used in the Grant Agreement), as the case may be,
         upon the occurrence, during or for a specified period after the
         termination of the Participant's employment with the Company or any
         subsidiary, of one or more of: (i) the Participant engaging in acts
         competitive with the Company or any subsidiary; (ii) the Participant
         soliciting the employees or customers of the Company or any subsidiary
         in a manner which is competitive with the Company or any subsidiary or
         disruptive to the business of the Company or any subsidiary; (iii) the
         Participant disclosing Information (as such term is defined in or used
         in such Grant Agreement) obtained during the course of the
         Participant's employment with the Company or any subsidiary; (iv) any
         actions of similar nature to the foregoing which are defined in such
         Grant Agreement as "Restricted Activities" or "Prohibited Activities";
         or (v) the violation by the Participant of any written agreement
         between the Company and the Participant prohibiting all or any of the
         activities described in (i) through (iv), above.

         SECTION 14.  AMENDMENT, MODIFICATION AND TERMINATION OF PLAN.

         14.1 Amendment, Modification and Termination of Plan. The Board may at
any time terminate, and from time to time may amend or modify the Plan,

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provided, however, that no such action of the Board, without approval of the
shareholders, may:

              (a) Increase the total amount of Stock which may be issued under
         the Plan, except as provided in Subsections 5.1 and 5.3 of the Plan.

              (b) Materially modify the eligibility requirements as provided in
         Section 3.

              (c) Materially increase the benefits accruing to Participants
         under the Plan.

         SECTION 15.  TAX WITHHOLDING.

         15.1 Tax Withholding. Whenever shares of Stock are to be issued under
the Plan, the Company shall have the power to withhold from any cash otherwise
payable to the Participant or to require the recipient of the Stock to remit to
the Company an amount sufficient to satisfy Federal, state and local withholding
tax requirements. With the consent of the Committee, a Participant who is an
appointed officer of the Company may remit cash, already owned Company stock or
request the Company to satisfy withholding requirements from the exercised
Option stock or Restricted Stock.

         SECTION 16.  INDEMNIFICATION.

         16.1 Indemnification. Each person who is or shall have been a member of
the Committee or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit or proceeding to which he may be a party or in which he
may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by him in settlement thereof, with
the Company's approval, or paid by him in satisfaction of any judgment in any
such action, suit or proceeding against him, provided he shall give the Company
an opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. 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.


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         SECTION 17.  REQUIREMENTS OF LAW.

         17.1 Requirements of Law. The granting of Options, Stock Appreciation
Rights or Restricted Stock and the issuance of shares of Stock upon the exercise
of an option shall be subject to all applicable laws, rules and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.

         17.2 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Wisconsin.
























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