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                          UNIVERSAL FOODS CORPORATION
                             1998 STOCK OPTION PLAN


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

                 1.1      Establishment.  Universal Foods Corporation, a
Wisconsin corporation, hereby establishes the "UNIVERSAL FOODS CORPORATION 1998
STOCK OPTION PLAN" (the "Plan") for officers and key employees.  This Plan
permits the grant of Stock Options and Restricted Stock.

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

                 1.3      Effective Date.  This Plan shall become effective on 
the Effective Date.

         SECTION 2.       DEFINITIONS.

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

                 (a)     "Award" means any Option or Restricted Stock, or any 
         other benefit conferred under the terms hereof.

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

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

                 (d)     "Committee" means the Compensation and
         Development Committee of the Board.

                 (e)     "Company" means Universal Foods Corporation, a 
         Wisconsin corporation, and its subsidiaries.

                 (f)     "Effective Date" means January 22, 1998, or
         such other date that this Plan is approved by the shareholders of the
         Company at an annual or special meeting thereof by a simple majority 
         of the number of shares represented at such meeting in person or by 
         proxy.

                 (g)     "Exchange Act" means the Securities Exchange Act of 
1934, as amended.

                 (h)     "Fair Market Value" means the closing price
         of a share of Stock on the date of the Award on the New York Stock
         Exchange as reported on the composite list used by the Wall Street
         Journal for reporting stock prices, or if no such sale shall have been
         made on that day, on the last preceding day on which there was such a
         sale.

                 (i)     "Option" means the right to purchase Stock at
         a stated price for a specified period of time.  For purposes of this
         Plan an Option may be either: (i) an "incentive stock option" within
         the meaning of Section 422(b) of the Code; or (ii) an option which is
         not





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         intended to qualify as an incentive stock option (a "nonstatutory
         stock option").

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

                 (k)     "Period of Restriction" means the period
         during which the transfer of shares of Restricted Stock is restricted
         pursuant to Section 8 hereof.

                 (l)     "Restricted Stock" means Stock granted to a 
         Participant pursuant to Section 8 hereof.

                 (m)     "Stock" means the common Stock of the Company, par 
         value of $0.10.

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

         SECTION 3.      ELIGIBILITY AND PARTICIPATION.  Participants in this
Plan shall be selected by the Committee from among those officers and key
employees of the Company and its subsidiaries, including subsidiaries which
become such after adoption hereof, 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 Company's continued growth and
development and to its long-term financial success.  The Committee's
designation of any person to receive an Award shall not require the Committee
to designate such person to receive an Award at any subsequent time.

         SECTION 4.       ADMINISTRATION.

                 4.1      Administration.  This Plan shall be administered by
the Committee.

                 4.2      Powers and Authority of the Committee.  The
Committee, by majority action thereof, shall have complete and sole authority
to:

                 (a)      designate officers and key employees to receive
         Awards;

                 (b)      determine the type of Awards to be granted to
         Participants;

                 (c)      determine the number of shares of Stock to be covered
         by Awards granted to Participants;

                 (d)      determine the terms and conditions of any Award
         granted to any Participant (which may, in the discretion of the
         Committee, differ from Participant to Participant), including, without
         limitation, provisions relating to the vesting of Options or
         Restricted Stock rights over a period of time, upon the attainment of
         specified performance goals, or otherwise;

                 (e)      interpret this Plan and apply its provisions, and
         prescribe, amend and rescind rules, regulations, procedures, and forms
         relating to this Plan;

                 (f)      authorize any person to execute, on behalf of the
         Company, any instrument required to carry out the purposes of this
         Plan;

                 (g)      amend any outstanding agreement relating to any
         Award, subject to applicable legal restrictions and to the consent of
         the Participant who entered into such agreement;





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                 (h)      prescribe the consideration for the grant of each
         Award hereunder and determine the sufficiency of such consideration;
         and

                 (i)      make all other determinations and take all other
         actions deemed necessary or advisable for the administration hereof
         and provide for conditions and assurances deemed necessary or
         advisable to protect the interests of the Company in connection
         herewith; 

but only to the extent that any of the foregoing are not contrary to
the express provisions hereof. Determinations, interpretations or other actions
made or taken by the Committee pursuant to the provisions hereof shall be
final, binding and conclusive for all purposes and upon all persons.  The
Committee's decisions need not be uniform and may be made selectively among
Participants, whether or not they are similarly situated.

                 4.3      Composition of the Committee.  The Committee shall
consist of not less than two directors.  Each member of the Committee shall be
both a "nonemployee director" (within the meaning of Rule 16b-3 under the
Exchange Act) and an "outside director" (within the meaning of Section
162(m)(4)(C) of the Code); provided, however, that in the event any Committee
member does not satisfy both conditions of the first clause of this sentence,
then the Committee shall, with respect to any Award to be made to any
Participant who is subject to Section 16 of the Exchange Act ("Section 16
Participant") or who is subject to the provisions of Section 162(m) of the
Code, delegate its functions with respect to such Award to a subcommittee (of
not less than two directors) which consists exclusively of members who meet
both conditions of the first clause of this sentence.  Further, the Committee
may delegate to one or more senior officers of the Company any or all of the
authority and responsibility of the Committee with respect to this Plan, other
than with respect to Section 16 Participants or Participants who are subject to
Section 162(m) of the Code.  A majority of the members of the Committee (or
subcommittee, as the case may be) shall constitute a quorum and all
determinations of the Committee shall be made by a majority of its members. Any
determination of the Committee may be made without notice or meeting of the
Committee by a writing signed by a majority of the Committee members.

         SECTION 5.       STOCK SUBJECT TO PLAN.

                 5.1      Number.  The total number of shares of Stock reserved
and available for issuance under this Plan shall initially be 1,200,000.  The
number of shares of Stock reserved and available for issuance hereunder shall
be subject to adjustment upon occurrence of any of the events indicated in
Subsection 5.3 hereof.  Of this total number, not more than 300,000 shares may
at any time consist of Restricted Stock.  The shares to be issued under this
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 Award cease to be subject to such Award (whether due to
expiration, cancellation, termination, forfeiture, or otherwise) without such
shares of Stock being issued or cash being paid to the Participant, then the
shares of Stock subject to such Award shall again become available for future
Awards hereunder.

                 5.3      Adjustment in Capitalization.  In the event of any
change in the outstanding shares of Stock that occurs, whether prior to or
after the Effective Date, 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 hereunder as well as Stock subject to
each outstanding Award, and its stated Option or other price (as applicable),
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 the
discretion to make appropriate adjustments in the number of shares of Stock
authorized for issuance hereunder.





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         SECTION 6.       DURATION OF PLAN.  This Plan shall remain in effect,
subject to the Board's right to earlier terminate this Plan pursuant to Section
12 hereof, until all shares of Stock subject to it shall have been purchased or
acquired pursuant to the provisions hereof.  Notwithstanding the foregoing, no
Award may be granted hereunder on or after the tenth (10th) anniversary of the
Effective Date.

         SECTION 7.       STOCK OPTIONS.

                 7.1      Grant of Options.  Subject to the provisions of
Sections 5 and 6 hereof, 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 422(b) of the Code or a
nonstatutory stock option.

                 7.2      Incentive Stock Options.  Incentive stock options
shall be subject to the limitation that the Fair Market Value (determined on
the date of grant) of all shares of Stock with respect to which incentive stock
options are exercisable for the first time by a Participant during any calendar
year shall not exceed $100,000.  This limitation shall not apply to
nonstatutory stock options.

                 7.3      Option Agreement.  Each Option shall be evidenced by
a written agreement ("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.  No Participant shall have any rights hereunder until an
Option Agreement has been executed.

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

                 7.5      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.

                 7.6      Exercise of Options.  Options granted hereunder 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 a Section 16 Participant may not be
exercised until at least six (6) months following the date of its grant.

                 7.7      Payment.  The Option price of any Option shall be
payable to the Company in full upon exercise:

                          (a)     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 (i) be secured by the Stock
         issued; (ii) be for a term of not more than ten (10) years; (iii) 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;
         (iv) require at least annual payments of principal and interest; and
         (v) contain such other terms and conditions as the Committee
         determines);

                          (b)     by tendering shares of Stock having a Fair
         Market Value at the time of exercise equal to the total Option price;

                          (c)     by a combination of cash or its equivalent 
         (as defined in clause (a) above) and shares of Stock; or

                          (d)     by electing to have the Company withhold from
         the shares of Stock





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    otherwise issuable upon exercise of the Option that number of shares of
    Stock 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 a Section 16 Participant must be made during the
    ten-day period beginning on the third business day following the release of
    the Company's quarterly or annual consolidated financial statements.

The proceeds from such a payment shall be added to the general funds of the
Company and shall be used for general corporate purposes.

                 7.8      Restrictions on Stock Transferability.  The Committee
shall impose such restrictions on any shares of Stock acquired pursuant to the
exercise of an Option as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities laws, 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.

                 7.9      Transferability of Options.  The Committee may, in
its discretion, and only by expressly so providing in the Option Agreement
covering any Options (which Option Agreement must be approved by the
Committee), permit all or a portion of Options to be granted to a Participant
to be transferable by the Participant: (a) to the Participant's spouse, or
natural or adoptive children or grandchildren ("Immediate Family Members"); (b)
to a trust or trusts for the exclusive benefit of one or more Immediate Family
Members; or (c) to a partnership in which all partners are Immediate Family
Members; provided that there may be no consideration for any such transfer and
the transferee shall be expressly prohibited from any further transfer of such
Options other than by will or pursuant to the laws of descent and distribution.
Following such transfer, any Options so transferred shall be subject to the
same terms and conditions as were applicable immediately prior to such
transfer, provided that for purposes of this Plan, the term "Participant" shall
be deemed to include such transferee.  The circumstances under which any
transferred Option may be terminated, canceled, or forfeited (whether such
circumstances are set forth in this Plan or in the Option Agreement covering
such Options) shall be applied with respect to the transferor Participant to
which the Option was originally granted.  Unless expressly so provided in the
Option Agreement covering an Option, no Option granted hereunder may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or pursuant to the laws of descent and distribution, and all
Options granted to a Participant hereunder shall be exercisable during his
lifetime only by such Participant.

                 7.10     Substitute Options.  If the Company at any time
should succeed to the business of another corporation through merger or
consolidation, or through the acquisition of stock or assets of such
corporation, Options may be granted under this Plan ("Substitute Options") in
substitution of options previously granted by such corporation and which are
outstanding at the date of the succession ("Surrendered Options").  The
Committee shall have discretion to determine the extent to which such
Substitute Options shall be granted, the persons to receive such Substitute
Options, the number of Shares to be subject to such Substitute Options, and the
terms and conditions of such Substitute Options (which terms and conditions
shall, to the extent permissible within the terms and conditions of this Plan,
be equivalent to the terms and conditions of the Surrendered Options).  The
Exercise Price of the Substitute Option may be determined without regard to
Section 7.4 hereof; provided however, that the Exercise Price of each
Substitute Option shall be an amount such that, in the sole and absolute
judgment of the Committee (and if the Substitute Options are to be incentive
stock options, in compliance with Section 424(a) of the Code), the economic
benefit provided by such Substitute Option is not greater than the economic
benefit represented by the Surrendered Option as of the date of the succession.

                 7.11.    Forfeiture.  Except as otherwise determined by the
Committee and set forth in the Option Agreement, upon termination of employment
of a Participant due to death, disability, or for





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any other reason, all Options not exercisable in accordance with the Option
Agreement immediately prior to such termination shall be immediately and
automatically forfeited to the Company.

         SECTION 8.       RESTRICTED STOCK.

                 8.1      Grant of Restricted Stock.  Subject to the provisions
of Sections 5 and 6 hereof, the Committee, at any time and from time to time,
may grant shares of Restricted Stock hereunder to such Participants and in such
amounts as it shall determine.  Each grant of Restricted Stock shall be
evidenced by a written agreement ("Restricted Stock Agreement).

                 8.2      Other Restrictions.  The Committee shall, in the
terms and conditions of the Restricted Stock Agreement, impose such
restrictions on any shares of Restricted Stock granted pursuant to  this 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 a Section 16 Participant may not be sold for at
least six (6) months after the date it is granted.

                 8.3      Registration.  Any Restricted Stock granted hereunder
to a Participant may be evidenced in such manner as the Committee may deem
appropriate, including, without limitation, book-entry registration or issuance
of a stock certificate or certificates.  In the event any stock certificate is
issued in respect of shares of Restricted Stock granted hereunder to a
Participant, such certificate shall be registered in the name of the
Participant and shall bear an appropriate legend (as determined by the
Committee) referring to the terms, conditions and restrictions applicable to
such Restricted Stock.  In the event such Restricted Stock is issued in
book-entry form, the depository and the Company's Transfer Agent shall be
provided with notice referring to the terms, conditions and restrictions
applicable to such Restricted Stock, together with such stop-transfer
instructions as the Committee deems appropriate.

                 8.4      Forfeiture.  Except as otherwise determined by the
Committee, upon termination of employment of a Participant due to death,
disability, or for any other reason, during the applicable period of
restriction, all shares of Restricted Stock still subject to restriction under
the terms of the Restricted Stock Agreement shall be immediately and
automatically forfeited to the Company.

                 8.5      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.

                 8.6      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.

                 8.7      Nontransferability of Restricted Stock.  Except as
provided in Section 8.8 hereof, no shares of Restricted Stock granted hereunder
may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other 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 the Restricted Stock granted to a Participant hereunder shall be
exercisable during his lifetime only by such Participant.

                 8.8      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 this Plan and upon which any restrictions set forth in the
Restricted Stock Agreement have lapsed.  To the extent permitted by law, the
Company shall purchase





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all such shares of Restricted Stock.  Each such sale must occur within sixty
(60) days after the last day of the Period of Restriction for such shares of
Restricted Stock 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 of Restricted Stock in installments are agreed to by the Committee
and the Participant (or his beneficiary or estate).

         SECTION 9.       BENEFICIARY DESIGNATION.  Each Participant may, from
time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit hereunder 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 10.      RIGHTS OF EMPLOYEES.  Nothing in this Plan shall
interfere with or limit in any way the right of the Company to terminate any
Participant's employment at any time nor confer upon any Participant any right
to continue in the employment of the Company.

         SECTION 11.      CHANGE OF CONTROL.

                 (a)  In the event of a "Change of Control" (as hereinafter
         defined):

                          (i)     each holder of an Option (A) shall have the
         right at any time thereafter to exercise the Option in full whether or
         not the Option was previously exercisable; and (B) shall have the
         right, exercisable by written notice to the Company within sixty (60)
         days after the Change of Control, to receive, in exchange for the
         surrender of an Option or any portion thereof to the extent the Option
         is then exercisable in accordance with clause (A), the highest of (1)
         an amount of cash equal to the difference between the Fair Market
         Value of the Stock covered by the Option or portion thereof that is so
         surrendered on the date of the Change of Control and the purchase
         price of such Stock under the Option; (2) an amount of cash equal to
         the difference between the highest price per share of Stock paid in
         the transaction giving rise to the Change of Control and the Option
         price multiplied by the number of shares of Stock covered by the
         Option; or (3) an amount of cash equal to the difference between the
         Fair Market Value of the Stock covered by the Option or portion
         thereof that is so surrendered, calculated on the date of surrender,
         and the purchase price of such Stock under the Option; provided that
         the right described in this clause (B) shall be exercisable only if a
         positive amount would be payable to the holder pursuant to the formula
         specified in this clause (B);

                          (ii)    Restricted Stock that is not then vested
         shall vest upon the date of the Change of Control and each holder of
         such Restricted Stock shall have the right, exercisable by written
         notice to the Company within sixty (60) days after the Change of
         Control, to receive, in exchange for the surrender of such Restricted
         Stock, an amount of cash equal to the highest of (A) the Fair Market
         Value of such Restricted Stock on the date of surrender; (B) the
         highest price per share of Stock paid in the transaction giving rise
         to the Change of Control multiplied by the number of shares of
         Restricted Stock surrendered; or (C) the Fair Market Value of such
         Restricted Stock on the effective date of the Change of Control.

                 (b)      A "Change of Control" of the Company shall be deemed
         to have occurred for purposes of this Plan if the event set forth in
         any one of the following paragraphs shall have occurred:





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                          (i)     any "Person" (as such term is defined in
         Section 3(a)(9) of the Exchange Act, as modified and used in Sections
         13(d) and 14(d) thereof, including a "group" as defined in Section
         13(d) of the Exchange Act; except that for purposes of this Section
         13, the term "Person" shall not include (A) the Company or any of its
         subsidiaries, (B) a trustee or other fiduciary holding securities
         under an employee benefit plan of the Company or any of its
         subsidiaries, (C) an underwriter temporarily holding securities
         Pursuant to an offering of such securities, or (D) a corporation
         owned, directly or indirectly, by the shareholders of the Company in
         substantially the same proportions as their ownership of stock in the
         Company) is or becomes the "Beneficial Owner" (as defined in Rule
         13d-3 under the Exchange Act), directly or indirectly, of securities
         of the Company (not including in the securities beneficially owned by
         such Person any securities acquired directly from the Company or its
         affiliates) representing 50% or more of either the then outstanding
         shares of Stock of the Company or the combined voting power of the
         Company's then outstanding voting securities; or

                          (ii)    the following individuals cease, for any
         reason other than death or resignation, to constitute a majority of
         the number of directors then serving: individuals who, on the
         Effective Date, constitute the Board and any new director (other than
         a director whose initial assumption of office is in connection with an
         actual or threatened election contest, including but not limited to a
         consent solicitation, relating to the election of directors of the
         Company, as such terms are used in Rule 14a-11 of Regulation 14A under
         the Exchange Act) whose appointment or election by the Board or
         nomination for election by the Company's stockholders was approved by
         a vote of at least two-thirds (2/3) of the directors then still in
         office who either were directors on the Effective Date, or whose
         appointment, election or nomination for election was previously so
         approved; or

                          (iii)   the shareholders of the Company approve a
         merger or consolidation of the Company with any other corporation or
         approve the issuance of voting securities of the Company in connection
         with a merger or consolidation of the Company (or any direct or
         indirect subsidiary of the Company) pursuant to applicable stock
         exchange requirements, other than (A) a merger or consolidation which
         would result in the voting securities of the Company outstanding
         immediately prior to such merger or consolidation continuing to
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving entity or any parent thereof) at
         least 50% of the combined voting power of the voting securities of the
         Company or such surviving entity or any parent thereof outstanding
         immediately after such merger or consolidation, or (B) a merger or
         consolidation effected to implement a recapitalization of the Company
         (or similar transaction) in which no Person is or becomes the
         Beneficial Owner, directly or indirectly, of securities of the Company
         (not including in the securities beneficially owned by such Person any
         securities acquired directly from the Company or its Affiliates)
         representing 50% or more of either the then outstanding shares of
         common stock of the Company or the combined voting power of the
         Company's then outstanding voting securities; or

                          (iv)    the shareholders of the Company approve a
         plan of liquidation or dissolution of the Company or an agreement for
         the sale or disposition by the Company of all or substantially all of
         the Company's assets (in one transaction or a series of related
         transactions within any period of twenty-four (24) consecutive
         months), other than a sale or disposition by the Company of all or
         substantially all of the Company's assets to an entity in which at
         least 75% of the combined voting power of the voting securities of
         which entity are owned by Persons in substantially the same
         proportions as their ownership of Stock of the Company immediately
         prior to such sale or disposition.

         Notwithstanding the foregoing, no "Change of Control" shall be deemed 
         to have occurred if





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         there is consummated any transaction or series of integrated
         transactions immediately following which the record holders of the
         Stock of the Company immediately prior to such transactions or series
         of transactions continue to have substantially the same proportionate
         ownership in an entity which owns all or substantially all of the
         assets of the Company immediately following such transaction or series
         of transactions.

                 (c)      The Committee may, in its sole and absolute
         discretion, amend, modify or rescind the provisions of this Section 11
         if it determines that the operation of this Section 11 may prevent a
         transaction in which the Company is a party from being accounted for
         on a pooling-of-interests basis.

         SECTION 12.      AMENDMENT, MODIFICATION AND TERMINATION OF PLAN.

                 12.1     Amendments and Termination.  The Board may at any
time amend, alter, suspend, discontinue or terminate this Plan; provided,
however, that stockholder approval of any amendment of this Plan shall be
obtained if otherwise required by (a) the Code or any rules promulgated
thereunder (in order to allow for incentive stock options to be granted
hereunder or to enable the Company to comply with the provisions of Section
162(m) of the Code so that the Company can deduct compensation in excess of the
limitation set forth therein), or (b) the listing requirements of the principal
securities exchange or market on which the Stock is then traded (in order to
maintain the listing or quotation of the Stock thereon).  Termination of this
Plan shall not affect the rights of Participants with respect to Awards
previously granted to them, and all unexpired Awards shall continue in force
and effect after termination of this Plan except as they may lapse or be
terminated by their own terms and conditions.

                 12.2     Waiver of Conditions.  The Committee may, in whole or
in part, waive any conditions or other restrictions with respect to any Award
granted hereunder.

         SECTION 13.      TAXES.  The Company shall be entitled to withhold the
amount of any tax attributable to any amount payable or shares of Stock
deliverable under this Plan after giving the person entitled to receive such
amount or shares of Stock notice as far in advance as practicable, and the
Company may defer making any such payment or delivery if any such tax may be
pending unless and until indemnified to its satisfaction. A Participant may
elect to pay all or a portion of the federal, state and local withholding taxes
arising in connection with (a) the exercise of a nonstatutory stock option; (b)
a disqualifying disposition of Stock received upon the exercise of an incentive
stock option; (c) the lapse of restrictions on Restricted Stock, by electing to
(i) have the Company withhold shares of Stock, (ii) tender back shares of Stock
received in connection with such benefit, or (iii) deliver other previously
owned shares of Stock, having a Fair Market Value equal to the amount to be
withheld; provided, however, that the amount to be withheld shall not exceed
the Participant's estimated total federal, state and local tax obligations
associated with the transaction.  The written election must be made on or
before the date as of which the amount of tax to be withheld is determined.
The Fair Market Value of fractional shares of Stock remaining after payment of
the withholding taxes shall be paid to the Participant in cash.

                 The Committee may, in its discretion, grant a cash bonus to a
Participant who holds Restricted Stock to enable the Participant to pay all or
a portion of the federal, state or local tax liability incurred by the
Participant upon the vesting of Restricted Stock.  The Company shall deduct
from any cash bonus such amount as may be required for the purpose of
satisfying the Company's obligation to withhold federal, state or local taxes.

         SECTION 14.      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





<PAGE>   10

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 this 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.

         SECTION 15.      MISCELLANEOUS.  Any Award may also be subject to
other provisions (whether or not applicable to any Award made to any other
Participant) as the Committee determines appropriate, including, without
limitation, provisions for: (a) restrictions on resale or other disposition of
financed shares; and (b) compliance with federal or state securities laws and
stock exchange or market requirements.

         SECTION 16.      REQUIREMENTS OF LAW.

                 16.1     Requirements of Law.  The granting of Awards and the
issuance of shares of Stock upon the exercise of any 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.

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





