BYLAWS

                                       OF

                              Johnson Outdoors Inc.
                            (A Wisconsin Corporation)

                     (As amended through December 16, 2002)



                                   ARTICLE ONE

                                     Offices
                                     -------

     1.01 Principal and Business Office. The corporation may have such principal
and other business offices, either within or without the State of Wisconsin, as
the Board of Directors may from time to time determine or as the business of the
corporation may require from time to time.

     1.02 Registered Office. The registered office of the corporation required
by the Wisconsin Business Corporation Law to be maintained in the State of
Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the corporation shall be identical to such
registered office.

                                  ARTICLE TWO

                          Meetings of the Shareholders
                          ----------------------------

     2.01 Annual Meetings. An annual meeting of the shareholders shall be held
at such time and date as may be fixed by or under the authority of the Board of
Directors and as designated in the notice thereof, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting.

     2.02 Special Meetings.

          (a) Special meetings of the shareholders, for any purpose or purposes,
     unless otherwise prescribed by statute, may be called by the Chairman of
     the Board, if any, or the Board of Directors of the corporation. The
     Chairman of the Board, if any, Chief Executive Officer or the President
     shall call a special meeting of the shareholders upon demand, in accordance
     with this Section 2.02, of the holders of at least ten percent (10%) of all
     of the votes entitled to be cast on any issue proposed to be considered at
     the proposed special meeting.

          (b) In order that the corporation may determine the shareholders
     entitled to demand a special meeting, the Board of Directors may fix a
     record date to determine the



     shareholders entitled to make such a demand (the "Demand Record Date"). The
     Demand Record Date shall not precede the date upon which the resolution
     fixing the Demand Record Date is adopted by the Board of Directors and
     shall not be more than 10 days after the date upon which the resolution
     fixing the Demand Record Date is adopted by the Board of Directors. Any
     shareholder of record seeking to have shareholders demand a special meeting
     shall, by sending written notice to the Secretary of the corporation by
     hand or by certified or registered mail, return receipt requested, request
     the Board of Directors to fix a Demand Record Date. The Board of Directors
     shall promptly, but in all events within 10 days after the date on which a
     valid request to fix a Demand Record Date is received, adopt a resolution
     fixing the Demand Record Date and shall make a public announcement of such
     Demand Record Date. If no Demand Record Date has been fixed by the Board of
     Directors within 10 days after the date on which such request is received
     by the Secretary, the Demand Record Date shall be the 10th day after the
     first date on which a valid written request to set a Demand Record Date is
     received by the Secretary. To be valid, such written request shall set
     forth the purpose or purposes for which the special meeting is to be held,
     shall be signed by one or more shareholders of record (or their duly
     authorized proxies or other representatives), shall bear the date of
     signature of each such shareholder (or proxy or other representative) and
     shall set forth all information about each such shareholder and about the
     beneficial owner or owners, if any, on whose behalf the request is made
     that would be required to be set forth in a shareholder's notice described
     in paragraph (a) (ii) of Section 2.12 of these bylaws.

          (c) In order for a shareholder or shareholders to demand a special
     meeting, a written demand or demands for a special meeting by the holders
     of record as of the Demand Record Date of shares representing at least 10%
     of all the votes entitled to be cast on any issue proposed to be considered
     at the special meeting must be delivered to the corporation. To be valid,
     each written demand by a shareholder for a special meeting shall set forth
     the specific purpose or purposes for which the special meeting is to be
     held (which purpose or purposes shall be limited to the purpose or purposes
     set forth in the written request to set a Demand Record Date received by
     the corporation pursuant to paragraph (b) of this Section 2.02), shall be
     signed by one or more persons who as of the Demand Record Date are
     shareholders of record (or their duly authorized proxies or other
     representatives), shall bear the date of signature of each such shareholder
     (or proxy or other representative), and shall set forth the name and
     address, as they appear in the corporation's books, of each shareholder
     signing such demand and the class and number of shares of the corporation
     which are owned of record and beneficially by each such shareholder, shall
     be sent to the Secretary by hand or by certified or registered mail, return
     receipt requested, and shall be received by the Secretary within 70 days
     after the Demand Record Date.

          (d) The corporation shall not be required to call a special meeting
     upon shareholder demand unless, in addition to the documents required by
     paragraph (c) of this Section 2.02, the Secretary receives a written
     agreement signed by each Soliciting Shareholder (as defined below),
     pursuant to which each Soliciting Shareholder, jointly and severally,
     agrees to pay the corporation's costs of holding the special meeting,
     including the costs of preparing and mailing proxy materials for the
     corporation's own solicitation, provided that if each of the resolutions
     introduced by any Soliciting Shareholder at such meeting is adopted, and
     each of the individuals nominated by or on behalf of any Soliciting
     Shareholder for election as a director at such meeting is elected, then the
     Soliciting Shareholders shall not be required to pay such costs. For
     purposes of this paragraph (d), the following terms shall have the meanings
     set forth below:

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               (i) "Affiliate" of any Person (as defined herein) shall mean any
          Person controlling, controlled by or under common control with such
          first Person.

               (ii) "Participant" shall have the meaning assigned to such term
          in Rule 14a-11 promulgated under the Securities Exchange Act of 1934,
          as amended (the "Exchange Act").

               (iii) "Person" shall mean any individual, firm, corporation,
          partnership, joint venture, association, trust, unincorporated
          organization or other entity.

               (iv) "Proxy" shall have the meaning assigned to such term in Rule
          14a-1 promulgated under the Exchange Act.

               (v) "Solicitation" shall have the meaning assigned to such term
          in Rule 14a-11 promulgated under the Exchange Act.

               (vi) "Soliciting Shareholder" shall mean, with respect to any
          Special Meeting demanded by a shareholder or shareholders, any of the
          following Persons:

                    (A) if the number of shareholders signing the demand or
               demands of meeting delivered to the corporation pursuant to
               paragraph (c) of this Section 2.02 is 10 or fewer, each
               shareholder signing any such demand;

                    (B) if the number of shareholders signing the demand or
               demands of meeting delivered to the corporation pursuant to
               paragraph (c) of this Section 2.02 is more than 10, each Person
               who either (I) was a Participant in any Solicitation of such
               demand or demands or (II) at the time of the delivery to the
               corporation of the documents described in paragraph (c) of this
               Section 2.02 had engaged or intended to engage in any
               Solicitation of Proxies for use at such Special Meeting (other
               than a Solicitation of Proxies on behalf of the corporation); or

                    (C) any Affiliate of a Soliciting Shareholder, if a majority
               of the directors then in office determine, reasonably and in good
               faith, that such Affiliate should be required to sign the written
               notice described in paragraph (c) of this Section 2.02 and/or the
               written agreement described in this paragraph (d) in order to
               prevent the purposes of this Section 2.02 from being evaded.

          (e) Except as provided in the following sentence, any special meeting
     shall be held at such hour and day as may be designated by whichever of the
     Chairman of the Board, if any, the President or the Board of Directors
     shall have called such meeting. In the case of any special meeting called
     by the Chairman of the Board, if any, or the President upon the demand of
     shareholders (a "Demand Special Meeting"), such meeting shall be held at
     such hour and day as may be designated by the Board of Directors; provided,
     however, that the date of any Demand

                                       3


     Special Meeting shall be not more than 70 days after the record date for
     the meeting (as established in Section 2.05 hereof); and provided further
     that in the event that the directors then in office fail to designate an
     hour and date for a Demand Special Meeting within 10 days after the date
     that valid written demands for such meeting by the holders of record as of
     the Demand Record Date of shares representing at least 10% of all the votes
     entitled to be cast on each issue proposed to be considered at the special
     meeting are delivered to the corporation (the "Delivery Date"), then such
     meeting shall be held at 2:00 P.M. local time on the 100th day after the
     Delivery Date or, if such 100th day is not a Business Day (as defined
     below), on the first preceding Business Day. In fixing a meeting date for
     any special meeting, the Chairman of the Board, if any, or the Board of
     Directors may consider such factors as he or it deems relevant within the
     good faith exercise of his or its business judgment, including, without
     limitation, the nature of the action proposed to be taken, the facts and
     circumstances surrounding any demand for such meeting, and any plan of the
     Board of Directors to call an annual meeting or a special meeting for the
     conduct of related business.

          (f) The corporation may engage regionally or nationally recognized
     independent inspectors of elections to act as an agent of the corporation
     for the purpose of promptly performing a ministerial review of the validity
     of any purported written demand or demands for a special meeting received
     by the Secretary. For the purpose of permitting the inspectors to perform
     such review, no purported demand shall be deemed to have been delivered to
     the corporation until the earlier of (i) 5 Business Days following receipt
     by the Secretary of such purported demand and (ii) such date as the
     independent inspectors certify to the corporation that the valid demands
     received by the Secretary represent at least 10% of all the votes entitled
     to be cast on each issue proposed to be considered at the special meeting.
     Nothing contained in this paragraph (f) shall in any way be construed to
     suggest or imply that the Board of Directors or any shareholder shall not
     be entitled to contest the validity of any demand, whether during or after
     such 5 Business Day period, or to take any other action (including, without
     limitation, the commencement, prosecution or defense of any litigation with
     respect thereto).

          (g) For purposes of these bylaws, "Business Day" shall mean any day
     other than a Saturday, a Sunday or a day on which banking institutions in
     the State of Wisconsin are authorized or obligated by law or executive
     order to close.

     2.03 Place of Meeting. The Board of Directors or the Chairman of the Board,
if any, may designate any place, either within or without the State of
Wisconsin, as the place of meeting for any annual or special meeting of the
shareholders. If no designation is made, the place of meeting shall be the
principal business office of the corporation in the State of Wisconsin. Any
meeting may be adjourned to reconvene at any place designated by the Board of
Directors or the Chairman of the Board, if any.

     2.04 Notice. Written or printed notice of every annual or special meeting
of the shareholders, stating the place, date and time of such meeting shall be
delivered not less than ten nor more than sixty days before the date of the
meeting (unless a different period is required by the Wisconsin Business
Corporation Law or the Articles of Incorporation), either personally or by mail,
by or at the direction of the Board of Directors, the Chairman of the Board, if
any, the President or Secretary, to each shareholder of record entitled to vote
at such meeting and to other shareholders as may be required by the Wisconsin
Business Corporation Law. In the event of any Demand Special Meeting, such
notice of meeting shall be sent not more than 30 days after the

                                       4


Delivery Date. Notices which are mailed shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his or her
address as it appears on the stock record books of the corporation, with postage
thereon prepaid. Unless otherwise required by the Wisconsin Business Corporation
Law or the articles of incorporation of the corporation, a notice of an annual
meeting need not include a description of the purpose for which the meeting is
called. In the case of any special meeting, (a) the notice of meeting shall
describe any business that the Board of Directors shall have theretofore
determined to bring before the meeting and (b) in the case of a Demand Special
Meeting, the notice of meeting (i) shall describe any business set forth in the
statement of purpose of the demands received by the corporation in accordance
with Section 2.02 of these bylaws and (ii) shall contain all of the information
required in the notice received by the corporation in accordance with Section
2.12(b) of these bylaws. If an annual or special meeting of the shareholders is
adjourned to a different place, date or time, the corporation shall not be
required to give notice of the new place, date or time if the new place, date or
time is announced at the meeting before adjournment; provided, however, that if
a new record date for an adjourned meeting is or must be fixed, the corporation
shall give notice of the adjourned meeting to persons who are shareholders as of
the new record date.

     2.05 Fixing of Record Date. The Board of Directors may fix in advance a
date not less than ten days and not more than seventy days prior to the date of
any annual or special meeting of the shareholders as the record date for the
purpose of determining shareholders entitled to notice of and to vote at such
meeting. In the case of any Demand Special Meeting, (i) the meeting record date
shall be not later than the 30th day after the Delivery Date and (ii) if the
Board of Directors fails to fix the meeting record date within 30 days after the
Delivery Date, then the close of business on such 30th day shall be the meeting
record date. If no record date is fixed by the Board of Directors or by the
Wisconsin Business Corporation Law for the determination of the shareholders
entitled to notice of and to vote at a meeting of shareholders, the record date
shall be the close of business on the day before the first notice is given to
shareholders. The Board of Directors may also fix in advance a date as the
record date for the purpose of determining shareholders entitled to demand a
special meeting as contemplated by Section 2.02 of these bylaws, shareholders to
take any other action or shareholders for any other purposes. Such record date
shall not be more than seventy days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. If no
record date is fixed by the Board of Directors or by the Wisconsin Business
Corporation Law for the determination of shareholders entitled to demand a
special meeting as contemplated in Section 2.02 of these bylaws, the record date
shall be the date that the first shareholder signs the demand. The record date
for determining shareholders entitled to a distribution (other than a
distribution involving a purchase, redemption or other acquisition of the
corporation's shares) or a share dividend is the date on which the Board of
Directors authorized the distribution or share dividend, as the case may be,
unless the Board of Directors fixes a different record date. Except as provided
by the Wisconsin Business Corporation Law for a court- ordered adjournment, a
determination of shareholders entitled to notice of and to vote at a meeting of
the shareholders is effective for any adjournment of such meeting unless the
Board of Directors fixes a new record date, which it shall do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.

     2.06 Shareholder Lists. After a record date for a special or annual meeting
of the shareholders has been fixed, the corporation shall prepare a list of the
names of all of the shareholders entitled to notice of the meeting. The list
shall be arranged by class or series of

                                       5


shares, if any, and show the address of and number of shares held by each
shareholder. Such list shall be available for inspection by any shareholder,
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing to the date of the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder or his agent may, on
written demand, inspect and, subject to the limitations imposed by the Wisconsin
Business Corporation Law, copy the list, during regular business hours and at
his or her expense, during the period that it is available for inspection
pursuant to this Section 2.06. The corporation shall make the shareholders' list
available at the meeting and any shareholder or his or her agent or attorney may
inspect the list at any time during the meeting or any adjournment thereof.
Refusal or failure to prepare or make available the shareholders' list shall not
affect the validity of any action taken at a meeting of the shareholders.

     2.07 Quorum and Voting Requirements; Postponements; Adjournments.

          (a) Shares entitled to vote as a separate voting group may take action
     on a matter at a meeting only if a quorum of those shares exists with
     respect to that matter. If at any time the corporation has only one class
     of common stock outstanding, such class shall constitute a separate voting
     group for purposes of this Section 2.07. Except as otherwise provided in
     the Articles of Incorporation, any bylaw adopted under authority granted in
     the Articles of Incorporation or by the Wisconsin Business Corporation Law,
     a majority of the votes entitled to be cast on the matter shall constitute
     a quorum of the voting group for action on that matter. Once a share is
     represented for any purpose at a meeting, other than for the purpose of
     objecting to holding the meeting or transacting business at the meeting, it
     is considered present for purposes of determining whether a quorum exists
     for the remainder of the meeting and for any adjournment of that meeting
     unless a new record date is or must be set for the adjourned meeting. If a
     quorum exists, except in the case of the election of directors, action on a
     matter shall be approved if the votes cast within the voting group favoring
     the action exceed the votes cast within the voting group opposing the
     action, unless the Articles of Incorporation, any bylaw adopted under
     authority granted in the Articles of Incorporation or the Wisconsin
     Business Corporation Law requires a greater number of affirmative votes.
     Unless otherwise provided in the Articles of Incorporation, directors shall
     be elected by a plurality of the votes cast within the voting group
     entitled to vote in the election of such directors at a meeting at which a
     quorum is present. For purposes of this Section 2.08, "plurality" means
     that the individuals, who receive the largest number of votes cast, within
     the voting group entitled to vote in the election of such directors, are
     elected as directors up to the maximum number of directors to be chosen at
     the meeting by such voting group.

          (b) The Board of Directors acting by resolution may postpone and
     reschedule any previously scheduled annual meeting or special meeting;
     provided, however, that a Demand Special Meeting shall not be postponed
     beyond the 100th day following the Delivery Date. Any annual meeting or
     special meeting may be adjourned from time to time, whether or not there is
     a quorum, (i) at any time, upon a resolution of shareholders if the votes
     cast in favor of such resolution by the holders of shares of each voting
     group entitled to vote on any matter theretofore properly brought before
     the meeting exceed the number of votes cast against such resolution by the
     holders of shares of each such voting group or (ii) at any time prior to
     the transaction of any business at such meeting, by the Chairman of the
     Board or pursuant to a resolution of the Board of Directors. No notice of
     the time and place of adjourned meetings need be given except as required
     by the Wisconsin Business Corporation Law. At such adjourned

                                       6


     meeting at which a quorum shall be present or represented, any business may
     be transacted which might have been transacted at the meeting as originally
     notified, provided that no business shall be transacted at such adjourned
     meeting on which any class of stock is entitled to be voted which class
     shall not have been permitted to participate in the vote to adjourn the
     meeting.

     2.08 Proxies. At all meetings of the shareholders, a shareholder entitled
to vote may vote either in person or by proxy. A shareholder may appoint a proxy
to vote or otherwise act for the shareholder by signing an appointment form,
either personally or by his or her attorney-in-fact. An appointment of a proxy
is effective when received by the Secretary or other officer or agent of the
corporation authorized to tabulate votes. An appointment is valid for eleven
months from the date of its signing unless a different period is expressly
provided in the appointment form. Unless otherwise conspicuously stated on the
appointment form, a proxy may be revoked at any time before it is voted, either
by written notice delivered to the Secretary or other officer or agent of the
corporation authorized to tabulate votes or by oral notice given by the
shareholder to the presiding person during the meeting. The Board of Directors
shall have the power and authority to make rules establishing presumptions as to
the validity and sufficiency of proxies.

     2.09 Conduct of Meetings. The Chairman of the Board shall call the meeting
of the shareholders to order, shall act as chairman of the meeting and shall
otherwise preside at the meeting. In the absence of the Chairman of the Board, a
person designated by the Board of Directors shall preside. The person presiding
at any meeting of the shareholders shall have the power to determine (i) whether
and to what extent proxies presented at the meeting shall be recognized as
valid, (ii) the procedure for tabulating votes at such meeting, (iii) procedures
for the conduct of such meeting, and (iv) any questions which may be raised at
such meeting. The person presiding at any meeting of the shareholders shall have
the right to delegate any of the powers contemplated by this Section 2.09 to
such other person or persons as the person presiding deems desirable. The
Secretary of the corporation shall act as secretary of all meetings of
shareholders, but, in the absence of the Secretary, the presiding person may
appoint any other person to act as secretary of the meeting.

     2.10 Acceptance of Instruments Showing Shareholder Action. If the name
signed on a vote, consent, waiver or proxy appointment corresponds to the name
of a shareholder, the corporation, if acting in good faith, may accept the vote,
consent, waiver or proxy appointment and give it effect as the act of a
shareholder. If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of a shareholder, the corporation, if acting in
good faith, may accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:

          (a) The shareholder is an entity and the name signed purports to be
     that of an officer or agent of the entity.

          (b) The name purports to be that of a personal representative,
     administrator, executor, guardian or conservator representing the
     shareholder and, if the corporation requests, evidence of fiduciary status
     acceptable to the corporation is presented with respect to the vote,
     consent, waiver or proxy appointment.

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          (c) The name signed purports to be that of a receiver or trustee in
     bankruptcy of the shareholder and, if the corporation requests, evidence of
     this status acceptable to the corporation is presented with respect to the
     vote, consent, waiver or proxy appointment.

          (d) The name signed purports to be that of a pledgee, beneficial
     owner, or attorney-in-fact of the shareholder and, if the corporation
     requests, evidence acceptable to the corporation of the signatory's
     authority to sign for the shareholder is presented with respect to the
     vote, consent, waiver or proxy appointment.

          (e) Two or more persons are the shareholders as co-tenants or
     fiduciaries and the name signed purports to be the name of at least one of
     the co-owners and the person signing appears to be acting on behalf of all
     co-owners.

The corporation may reject a vote, consent, waiver or proxy appointment if the
Secretary or other officer or agent of the corporation who is authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

     2.11 Waiver of Notice by Shareholders. A shareholder may waive any notice
required by the Wisconsin Business Corporation Law, the Articles of
Incorporation or these bylaws before or after the date and time stated in the
notice. The waiver shall be in writing and signed by the shareholder entitled to
the notice, contain the same information that would have been required in the
notice under applicable provisions of the Wisconsin Business Corporation Law
(except that the time and place of the meeting need not be stated) and be
delivered to the corporation for inclusion in the corporate records. A
shareholder's attendance at a meeting, in person or by proxy, waives objection
to all of the following: (a) lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting or promptly on arrival
objects to holding the meeting or transaction business at the meeting; and (b)
consideration of a particular matter at the meeting that is not within the
purpose described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.

     2.12 Notice of Shareholder Business and Nomination of Directors.

          (a) Annual Meetings.

               (i) Nominations of persons for election to the Board of Directors
          of the corporation and the proposal of business to be considered by
          the shareholders may be made at an annual meeting (A) pursuant to the
          corporation's notice of meeting, (B) by or at the direction of the
          Board of Directors or (C) by any shareholder of the corporation who is
          a shareholder of record at the time of giving of notice provided for
          in this by-law and who is entitled to vote at the meeting and complies
          with the notice procedures set forth in this Section 2.12.

               (ii) For nominations or other business to be properly brought
          before an annual meeting by a shareholder pursuant to clause (C) of
          paragraph (a)(i) of this Section 2.12, the shareholder must have given
          timely notice thereof in writing to the Secretary of the corporation.
          To be timely, a shareholder's notice shall be received by the
          Secretary of the corporation at the principal offices of the

                                       8


          corporation not earlier than the 90th day prior to the date of such
          annual meeting and not later than the close of business on the later
          of (x) the 60th day prior to such annual meeting and (y) the 10th day
          following the day on which public announcement of the date of such
          meeting is first made. Such shareholder's notice shall be signed by
          the shareholder of record who intends to make the nomination or
          introduce the other business (or his duly authorized proxy or other
          representative), shall bear the date of signature of such shareholder
          (or proxy or other representative) and shall set forth: (A) the name
          and address, as they appear on this corporation's books, of such
          shareholder and the beneficial owner or owners, if any, on whose
          behalf the nomination or proposal is made; (B) the class and number of
          shares of the corporation which are beneficially owned by such
          shareholder or beneficial owner or owners; (C) a representation that
          such shareholder is a holder of record of shares of the corporation
          entitled to vote at such meeting and intends to appear in person or by
          proxy at the meeting to make the nomination or introduce the other
          business specified in the notice; (D) in the case of any proposed
          nomination for election or re-election as a director, (I) the name and
          residence address of the person or persons to be nominated, (II) a
          description of all arrangements or understandings between such
          shareholder or beneficial owner or owners and each nominee and any
          other person or persons (naming such person or persons) pursuant to
          which the nomination is to be made by such shareholder, (III) such
          other information regarding each nominee proposed by such shareholder
          as would be required to be disclosed in solicitations of proxies for
          elections of directors, or would be otherwise required to be
          disclosed, in each case pursuant to Regulation 14A under the Exchange
          Act, including any information that would be required to be included
          in a proxy statement filed pursuant to Regulation 14A had the nominee
          been nominated by the Board of Directors and (IV) the written consent
          of each nominee to be named in a proxy statement and to serve as a
          director of the corporation if so elected; and (E) in the case of any
          other business that such shareholder proposes to bring before the
          meeting, (I) a brief description of the business desired to be brought
          before the meeting and, if such business includes a proposal to amend
          these bylaws, the language of the proposed amendment, (II) such
          shareholder's and beneficial owner's or owners' reasons for conducting
          such business at the meeting and (III) any material interest in such
          business of such shareholder and beneficial owner or owners.

               (iii) Notwithstanding anything in the second sentence of
          paragraph (a)(ii) of this Section 2.12 to the contrary, in the event
          that the number of directors to be elected to the Board of Directors
          of the corporation is increased and there is no public announcement
          naming all of the nominees for director or specifying the size of the
          increased Board of Directors made by the corporation at least 60 days
          prior to the annual meeting, a shareholder's notice required by this
          Section 2.12 shall also be considered timely, but only with respect to
          nominees for any new positions created by such increase, if it shall
          be received by the Secretary at the principal offices of the
          corporation not later than the close of business on the 10th day
          following the day on which such public announcement is first made by
          the corporation.

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          (b) Special Meetings. Only such business shall be conducted at a
     special meeting as shall have been described in the notice of meeting sent
     to shareholders pursuant to Section 2.04 of these bylaws. Nominations of
     persons for election to the Board of Directors may be made at a special
     meeting at which directors are to be elected pursuant to such notice of
     meeting (i) by or at the direction of the Board of Directors or (ii) by any
     shareholder of the corporation who (A) is a shareholder of record at the
     time of giving of such notice of meeting, (B) is entitled to vote at the
     meeting and (C) complies with the notice procedures set forth in this
     Section 2.12. Any shareholder desiring to nominate persons for election to
     the Board of Directors at such a special meeting shall cause a written
     notice to be received by the Secretary of the corporation at the principal
     offices of the corporation not earlier than 90 days prior to such special
     meeting and not later than the close of business on the later of (x) the
     60th day prior to such special meeting and (y) the 10th day following the
     day on which public announcement is first made of the date of such special
     meeting and of the nominees proposed by the Board of Directors to be
     elected at such meeting. Such written notice shall be signed by the
     shareholder of record who intends to make the nomination (or his duly
     authorized proxy or other representative), shall bear the date of signature
     of such shareholder (or proxy or other representative) and shall set forth:
     (A) the name and address, as they appear on the corporation's books, of
     such shareholder and the beneficial owner or owners, if any, on whose
     behalf the nomination is made; (B) the class and number of shares of the
     corporation which are beneficially owned by such shareholder or beneficial
     owner or owners; (C) a representation that such shareholder is a holder of
     record of shares of the corporation entitled to vote at such meeting and
     intends to appear in person or by proxy at the meeting to make the
     nomination specified in the notice; (D) the name and residence address of
     the person or persons to be nominated; (E) a description of all
     arrangements or understandings between such shareholder or beneficial owner
     or owners and each nominee and any other person or persons (naming such
     person or persons) pursuant to which the nomination is to be made by such
     shareholder; (F) such other information regarding each nominee proposed by
     such shareholder as would be required to be disclosed in solicitations of
     proxies for elections of directors, or would be otherwise required to be
     disclosed, in each case pursuant to Regulation 14A under the Exchange Act,
     including any information that would be required to be included in a proxy
     statement filed pursuant to Regulation 14A had the nominee been nominated
     by the Board of Directors; and (G) the written consent of each nominee to
     be named in a proxy statement and to serve as a director of the corporation
     if so elected.

          (c) General.

               (i) Only persons who are nominated in accordance with the
          procedures set forth in this Section 2.12 shall be eligible to serve
          as directors. Only such business shall be conducted at an annual
          meeting or special meeting as shall have been brought before such
          meeting in accordance with the procedures set forth in this Section
          2.12. The chairman of the meeting shall have the power and duty to
          determine whether a nomination or any business proposed to be brought
          before the meeting was made in accordance with the procedures set
          forth in this Section 2.12 and, if any proposed nomination or business
          is not in compliance with this Section 2.12, to declare that such
          defective proposal shall be disregarded.

               (ii) For purposes of this Section 2.12, "public announcement"
          shall mean disclosure in a press release reported by the Dow Jones
          News Service,

                                       10


          Associated Press or comparable national news service or in a document
          publicly filed by the corporation with the Securities and Exchange
          Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

               (iii) Notwithstanding the foregoing provisions of this Section
          2.12, a shareholder shall also comply with all applicable requirements
          of the Exchange Act and the rules and regulations thereunder with
          respect to the matters set forth in this Section 2.12. Nothing in this
          Section 2.12 shall be deemed to limit the corporation's obligation to
          include shareholder proposals in its proxy statement if such inclusion
          is required by Rule 14a-8 under the Exchange Act.

                                  ARTICLE THREE

                                    Directors
                                    ---------

     3.01 General Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the corporation's Board of Directors. In
addition to the powers and authorities expressly conferred upon it by these
bylaws, the Board of Directors may do all such lawful acts and things as are not
by the Wisconsin Business Corporation Law, the Articles of Incorporation or
these bylaws directed or required to be exercised or done by the shareholders.

     3.02 Number of Directorship Positions; Chairman of the Board.

          (a) Number of Directors. Except as otherwise provided in paragraph (c)
     of this Section 3.02, the number of directors of the corporation shall be
     six (6), or such other specific number as from time to time by resolution
     of the Board of Directors.

          (b) Board of Directors' Power to Alter the Number of Directors. The
     Board of Directors shall have the power (subject to any limitations
     prescribed by the Articles of Incorporation) by a resolution adopted by not
     less than a majority of all directors serving on the Board of Directors at
     the time of such adoption to alter at any time and from time to time the
     number of total directorship positions on the Board of Directors. Upon the
     adoption of any resolution in the manner provided in the preceding
     sentence, the total number of directorship positions on the Board of
     Directors shall be equal to the number specified in such resolution. If the
     Board of Directors shall determine to reduce the number of directorship
     positions, then the term of each incumbent member shall end upon the
     election of directors at the next annual meeting of shareholders of the
     corporation and the persons elected to fill such reduced number of
     directorship positions shall be deemed to be the successors to all persons
     who shall have previously held such directorship positions.

          (c) Default. In the event that the corporation is in Default (as
     defined in the Articles of Incorporation) in payment of dividends on the
     13% Senior Preferred Stock, $1.00 par value per share, of the corporation
     (the "Senior Preferred Stock") or any stock on a parity with the Senior
     Preferred Stock as to dividends and the holders of such stock become
     entitled to elect two directors pursuant to Article Five, paragraph
     A(2)(a)(iii) of the Articles of Incorporation, the number of total
     directorship positions on the Board of Directors shall increase by two
     effective as

                                       11


     of the time that the holders of such stock elect two directors pursuant to
     Article Five, paragraph A(2)(a)(iii) of the Articles of Incorporation. When
     the Default is "cured" (as defined in the Articles of Incorporation) or
     there is no longer any Senior Preferred Stock or any stock on a parity with
     the Senior Preferred Stock outstanding, whichever occurs earlier, the two
     directors elected pursuant to Article Five, paragraph A(2)(a)(iii) of the
     Articles of Incorporation shall resign and the total number of directorship
     positions shall be decreased by two effective as of the date of the last
     such resignation.

          (d) Chairman of the Board. The Board of Directors may elect a director
     as the Chairman of the Board. The Chairman of the Board shall, when
     present, preside at all meetings of the shareholders and of the Board of
     Directors, may call meetings of the shareholders and the Board of
     Directors, shall advise and counsel with the management of the Company, and
     shall perform such other duties as set forth in these bylaws and as
     determined by the Board of Directors. Except as provided in this paragraph
     (d), the Chairman shall be neither an officer nor an employee of the
     corporation by virtue of his or her election and service as Chairman of the
     Board, provided, however, the Chairman may be an officer of the
     corporation. The Chairman may use the title Chairman or Chairman of the
     Board interchangeably. During the absence or disability of the Chief
     Executive Officer, or while that office is vacant, the Chairman shall
     exercise all of the powers and discharge all of the duties of the Chief
     Executive Officer.

          (e) Vice Chairman of the Board. The Board of Directors may elect a
     director as Vice Chairman of the Board. Whenever the Chairman is unable to
     perform his duties for whatever reason, or whenever the Chairman requests
     that the Vice Chairman perform such duties on behalf of the Chairman, the
     Vice Chairman shall have full authority to preside at all meetings of the
     shareholders and of the Board of Directors, call meetings of the
     shareholders and the Board of Directors, advise and counsel the management
     of the Company, and assume such other duties as the Chairman is responsible
     to perform or as may be assigned to the Vice Chairman by the Chairman or
     the Board of Directors. The Vice Chairman shall be neither an officer nor
     an employee of the corporation (by virtue of his election and service as
     Vice Chairman of the Board) and may use the title Vice Chairman or Vice
     Chairman of the Board interchangeably.

     3.03 Tenure and Qualifications. Each director shall hold office until the
next annual meeting of the shareholders and until his successor shall have been
elected and, if necessary, qualified, or until his prior death, resignation or
removal. A director may be removed by the shareholders only at a meeting of the
shareholders called for the purpose of removing the director, and the meeting
notice shall state that the purpose, or one of the purposes, of the meeting is
the removal of the director. A director may be removed from office with or
without cause only by the voting group entitled to vote in the election of such
director. A director shall be removed if the number of votes cast to remove the
director exceeds the number of votes cast not to remove such director. Except
for a direct lineal descendant of H.F. Johnson Jr., no person shall be eligible
for election as a director after such person has attained the age of 70. Any
director who is an officer, who ceases as an officer shall cease as a director,
unless the board shall determine otherwise. A director may resign at any time by
delivering written notice which complies with the Wisconsin Business Corporation
Law to the Board of Directors, to the Chairman of the Board, if any, or to the
corporation. A director's resignation is effective when the notice is delivered
unless the notice specifies a later effective date. Directors need not be
residents of the State of Wisconsin or shareholders of the corporation.

                                       12


     3.04 Regular Meetings. The Board of Directors shall provide, by resolution,
the date, time and place, either within or without the State of Wisconsin, for
the holding of regular meetings of the Board of Directors without other notice
than such resolution.

     3.05 Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, if any, or any three
directors. The Chairman of the Board, if any, or the Chief Executive Officer at
the direction of the Directors may fix the time, date and place, either within
or without the State of Wisconsin, for holding any special meeting of the Board
of Directors, and if no other place is fixed, the place of the meeting shall be
the principal business office of the corporation in the State of Wisconsin.

     3.06 Notice; Waiver. Notice of each special meeting of the Board of
Directors shall be given (a) by oral notice delivered or communicated to the
director by telephone or in person not less than twenty-four hours prior to the
meeting or (b) by written notice delivered to the director in person, by
telegram, teletype, facsimile or other form of wire or wireless communication,
or by mail or private carrier, to each director at his business address or at
such other address as the person sending such notice shall reasonably believe
appropriate, in each case not less than forty-eight hours prior to the meeting.
The notice need not prescribe the purpose of the special meeting of the Board of
Directors or the business to be transacted at such meeting. If given by
telegram, such notice shall be deemed to be effective when the telegram is
delivered to the telegraph company. If given by teletype, facsimile or other
wire or wireless communication, such notice shall be deemed to be effective when
transmitted. If mailed, such notice shall be deemed to be effective when
deposited in the United States mail so addressed, with postage thereon prepaid.
If given by private carrier, such notice shall be deemed to be effective when
delivered to the private carrier. Whenever any notice whatever is required to be
given to any director of the corporation under the Articles of Incorporation or
these bylaws or any provision of the Wisconsin Business Corporation Law, a
waiver thereof in writing, signed at any time, whether before or after the date
and time of meeting, by the director entitled to such notice shall be deemed
equivalent to the timely giving of such notice. The corporation shall retain any
such waiver as part of the permanent corporate records. A director's attendance
at or participation in a meeting waives any required notice to him or her of the
meeting unless the director at the beginning of the meeting or promptly upon his
or her arrival objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.

     3.07 Quorum. Except as otherwise provided in the Articles of Incorporation
or these bylaws or by the Wisconsin Business Corporation Law, directors holding
a majority of the positions on the Board of Directors established pursuant to
Section 3.02 of these bylaws shall constitute a quorum for transaction of
business at any meeting of the Board of Directors. A majority of the directors
present (though less than a quorum) may adjourn any meeting of the Board of
Directors from time to time without further notice.

     3.08 Manner of Acting. The affirmative vote of a majority of the directors
present at a meeting of the Board of Directors at which a quorum is present
shall be the act of the Board of Directors unless the Wisconsin Business
Corporation Law, the Articles of Incorporation or these bylaws require the vote
of a greater number of directors.

     3.09 Presumption of Assent. A director who is present and is announced as
present at a meeting of the Board of Directors or any committee thereof created
in accordance with

                                       13


Article IV of these bylaws, when corporate action is taken on a particular
matter, assents to the action taken unless any of the following occurs: (a) the
director objects at the beginning of the meeting or promptly upon his or her
arrival to holding the meeting or transacting business at the meeting; (b) the
director dissents or abstains from an action taken and minutes of the meeting
are prepared that show the director's dissent or abstention from the action
taken; (c) the director delivers written notice that complies with the Wisconsin
Business Corporation Law of his or her dissent or abstention from the action
taken on the particular matter to the presiding person of the meeting before its
adjournment or to the corporation immediately after adjournment of the meeting;
or (d) the director dissents or abstains from an action taken, minutes of the
meeting are prepared that fail to show the director's dissent or abstention from
the action taken, and the director delivers to the corporation a written notice
of that failure that complies with the Wisconsin Business Corporation Law
promptly after receiving the minutes. Such right of dissent or abstention shall
not apply to a director who votes in favor of the action taken on the particular
matter.

     3.10 Action by Directors Without a Meeting. Any action required or
permitted by the Articles of Incorporation, these bylaws or the Wisconsin
Business Corporation Law to be taken at any meeting of the Board of Directors or
any committee thereof created pursuant to Article IV of these bylaws may be
taken without a meeting if the action is taken by all members of the Board of
Directors or such committee, as the case may be. The action shall be evidenced
by one or more written consents describing the action taken, signed by each
director or committee member, as the case may be, and retained by the
corporation. In the event one or more positions on the Board of Directors or any
committee thereof shall be vacant at the time of the execution of any such
consent, such consent shall nevertheless be effective if it shall be signed by
all persons serving as members of the Board of Directors or of such committee,
as the case may be, at such time and if the persons signing the consent would be
able to take the action called for by the consent at a properly constituted
meeting of the Board of Directors or such committee, as the case may be.

     3.11 Compensation. The Board of Directors, irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors or may delegate such
authority to an appropriate committee of the Board of Directors. The Board of
Directors also shall have authority to provide for or delegate authority to an
appropriate committee of the Board of Directors to provide for reasonable
pensions, disability or death benefits, and other benefits or payments, to
directors, officers and employees and to their estates, families, dependents or
beneficiaries on account of prior services rendered by such directors, officers
and employees to the corporation.

     3.12 Telephonic Meetings. Except as herein provided and notwithstanding any
place set forth in the notice of the meeting or these bylaws, members of the
Board of Directors (and any committees thereof created pursuant to Article IV
hereof) may participate in regular or special meetings by, or through the use
of, any means of communication by which (a) all participants may simultaneously
hear each other, such as by conference telephone, or (b) all communication is
immediately transmitted to each participant, and each participant can
immediately send messages to all other participants. If a meeting is conducted
by such means, then at the commencement of such meeting the presiding person
shall inform the participating directors that a meeting is taking place at which
official business may be transacted. Any

                                       14


participant in a meeting by such means shall be deemed present in person at such
meeting. Notwithstanding the foregoing, no action may be taken at any meeting
held by such means on any particular matter which the presiding person
determines, in his or her sole discretion, to be inappropriate under the
circumstances for action at a meeting held by such means. Such determination
shall be made and announced in advance of such meeting.

     3.13 Conduct of Meetings. The Chairman of the Board, if any, and in his or
her absence, any director chosen by the directors present, shall call meetings
of the Board of Directors to order, shall act as chairman of the meeting and
shall otherwise preside at the meeting. The Secretary of the corporation shall
act as secretary of all meetings of the Board of Directors but in the absence of
the Secretary, the presiding person may appoint any other person present to act
as secretary of the meeting. Minutes of any regular or special meeting of the
Board of Directors shall be prepared and distributed to each director.

                                  ARTICLE FOUR

                      Committees of the Board of Directors
                      ------------------------------------

     4.01 General.

          (a) Establishment. The Board of Directors by resolution adopted by the
     affirmative vote of a majority of all of the directors then in office
     pursuant to Section 3.02 of these bylaws may establish one or more
     committees, each committee to consist of two or more directors of this
     corporation elected by the Board of Directors. The term "Board Committee"
     as used in these bylaws means any committee comprised exclusively of
     directors of the corporation which is identified as a "Board Committee"
     either in these bylaws or in any resolutions adopted by the Board of
     Directors.

          (b) Membership. The Board of Directors by resolution adopted by the
     affirmative vote of a majority of all directors then in office shall have
     the power to: (i) establish the number of membership positions on each
     Board Committee from time to time and change the number of membership
     positions on such Committee from time to time; provided each Board
     Committee shall consist of at least two members; (ii) appoint any director
     to membership on any Board Committee who shall be willing to serve on such
     Committee, with the exception of the Audit, Compensation, and Nomination
     Committees, which will only be comprised of independent directors; (iii)
     remove any person from membership on any Board Committee with or without
     cause; and (iv) appoint any director to membership on any Board Committee
     as an alternate member. A person's membership on any Board Committee shall
     automatically terminate when such person ceases to be a director of the
     corporation.

          (c) Powers. Except as otherwise provided in Section 4.01(d) of these
     bylaws, each Board Committee shall have and may exercise all the powers and
     authority of the Board of Directors, when the Board of Directors is not in
     session, in the management of the business and affairs of the corporation
     to the extent (but only to the extent) such powers shall be expressly
     delegated to it by the Board of Directors or by these bylaws. Unless
     otherwise provided by the Board of Directors in creating the committee, a
     committee may employ counsel, accountants and other consultants to assist
     it in the exercise of its authority.

                                       15


          (d) Reserved Powers. No Board Committee shall have the right or power
     to do any of the following: (i) authorize distributions; (ii) approve or
     propose to shareholders action that the Wisconsin Business Corporation Law
     requires to be approved by shareholders; (iii) fill vacancies on the Board
     of Directors, or, unless the Board of Directors provides by resolution that
     vacancies on a committee shall be filled by the affirmative vote of a
     majority of the remaining committee members, on any Board Committee; (iv)
     amend the Articles of Incorporation; (v) adopt, amend or repeal these
     bylaws; (vi) approve a plan of merger not requiring shareholder approval;
     (vii) authorize or approve reacquisition of shares, except according to a
     formula or method prescribed by the Board of Directors; and (viii)
     authorize or approve the issuance or sale or contract for sale of shares,
     or determine the designation and relative rights, preferences and
     limitations of a class or series of shares, except that the Board of
     Directors may authorize a committee to do so within limits prescribed by
     the Board of Directors.

          (e) Vote Required. Except as provided by the Wisconsin Business
     Corporation Law or in the Articles of Incorporation or these bylaws, the
     members holding at least a majority of the membership positions on any
     Board Committee shall constitute a quorum for purposes of any meeting of
     such committee. The affirmative vote of the majority of the members of a
     Board Committee present at any meeting of the Board Committee at which a
     quorum is present shall be necessary and sufficient to approve any action
     within the Board Committee's power, and any action so approved by such a
     majority shall be deemed to have been taken by the Board Committee and to
     be the act of such Board Committee.

          (f) Governance. The Board of Directors may designate the person who is
     to serve as chairman of and preside over any Board Committee, and in the
     absence of any such designation by the Board of Directors, the members of
     the Board Committee may either designate one member of the Board Committee
     as its chairman to preside at any meeting or elect to operate without a
     chairman, except as otherwise required by these bylaws. Each Board
     Committee may appoint a secretary who need not be a member of the Committee
     or a member of the Board of Directors. Each Board Committee shall have the
     right to establish such rules and procedures governing its meetings and
     operations as such committee shall deem desirable provided such rules and
     procedures shall not be inconsistent with the Articles of Incorporation,
     these bylaws, or any direction to such committee issued by the Board of
     Directors.

          (g) Alternate Committee Members. The Board of Directors may designate
     one or more directors as alternate members of any Board Committee, and any
     such director may replace any regular member of such Board Committee who
     for any reason is absent from a meeting of such Board Committee or is
     otherwise disqualified from serving on such Board Committee.

          (h) Definition of Independent Director. A director will be considered
     independent if he or she has not been employed by the Company as an
     executive officer within the past three years; is not a paid advisor or
     consultant to the Company and derives no financial benefit from any entity
     as a result of advice or consulting services provided to the Company by
     such entity; is not an executive officer, director, or significant customer
     or supplier of the Company; has no personal services contract with the
     Company; is not an executive officer or director of a tax exempt entity
     receiving more than 5% of its annual contributions from the Company; is not
     a spouse, parent, child, or sibling of an executive officer of the Company;
     and is

                                       16


     not an employee nor is deriving significant income from any other entity
     deemed to be a "Johnson Family Enterprise."

     4.02 Executive Committee. The corporation shall have an Executive
Committee. The Executive Committee shall be a Board Committee and shall be
subject to the provisions of Section 4.01 (with the exception of 4.01(h)) of
these bylaws. The Executive Committee shall assist the Board of Directors in
developing and evaluating general corporate policies and objectives. The
Executive Committee shall perform such specific assignments as shall be
expressly delegated to it from time to time by the Board of Directors and shall
(subject to the limitations specified in Section 4.01(d) of these bylaws or
imposed by the Wisconsin Business Corporation Law) have the power to exercise,
when the Board of Directors is not in session, the powers of the Board of
Directors except to the extent expressly limited or precluded from exercising
such powers in resolutions from time to time adopted by the Board of Directors.
Meetings of the Executive Committee may be called at any time by any two members
of the Committee. The time and place for each meeting shall be established by
the members calling the meeting. The Board of Directors shall elect a director
as the Chairman of the Executive Committee. The Chairman of the Executive
Committee, when present, shall preside at all meetings of the Executive
Committee.

     4.03 Audit Committee. The corporation shall have an Audit Committee
comprised solely of independent directors. The Audit Committee shall be a Board
Committee and shall be subject to the provisions of Section 4.01 of these
bylaws. The Audit Committee shall: (a) annually select and appoint a firm of
independent public accountants to act as auditors of the corporation; (b) review
with the auditors in advance the scope of their annual audit; (c) review with
the auditors and the management, from time to time, the corporation's accounting
principles, policies and practices and its reporting policies and practices; (d)
review with the auditors annually the results of their audit; (e) review from
time to time with the auditors and the corporation's financial personnel the
adequacy of the corporation's accounting, financial and operating controls; (f)
review and approve transactions between the corporation or any subsidiary of the
corporation and any shareholder who holds at least fifty percent of the total
number of shares outstanding of the corporation's Class A Common Stock or Class
B Common Stock (a "Controlling Shareholder") or any subsidiary of a Controlling
Shareholder in accordance with policies adopted by the Board of Directors; and
(g) perform such other duties as shall from time to time be delegated to the
Committee by the Board of Directors. The membership of the Audit Committee shall
be determined by the Board of Directors as provided in Section 4.01 of these
bylaws.

     4.04 Compensation Committee. The corporation shall have a Compensation
Committee comprised solely of independent directors. The Compensation Committee
shall be a Board Committee and shall be subject to the provisions of Section
4.01 of these bylaws. The Compensation Committee shall have the authority to
establish the compensation and benefits for directors, officers and, at the
option of the Compensation Committee, other managerial personnel of the
corporation and its subsidiaries, including, without limitation, fixing the cash
compensation of such persons, establishing and administering compensation and
benefit plans for such persons and determining awards thereunder, and entering
into (or amending existing) employment and compensation agreements with any such
persons. The Compensation Committee may also recommend persons to be elected as
officers of the corporation or any of its subsidiaries to the Board of
Directors. The Compensation Committee shall perform such other duties as shall
from

                                       17


time to time be delegated to the Compensation Committee by the Board of
Directors. The authority of the Compensation Committee shall be subject to such
limitations and restrictions as may be imposed by the Board of Directors, which
may delegate the authority to establish or administer specific employee
compensation or benefit plans to one or more other Board Committees or one or
more persons designated by the Board of Directors. The Compensation Committee
shall consist solely of members of the Board of Directors who are not officers
of the corporation. The membership of the Compensation Committee shall be
determined by the Board of Directors as provided in Section 4.01 of these
bylaws.

     4.05 Nomination Committee. The Board of Directors shall appoint a
Nomination Committee comprised solely of independent directors. The Nomination
Committee shall be subject to the provisions of Section 4.01 of these bylaws.
The primary functions of the Committee shall be to (a) propose to the Board a
slate of nominees for election by the shareholders at the annual meeting of
shareholders and prospective director candidates in the event of the
resignation, death or retirement of directors or a change in Board composition
requirements; (b) review candidates recommended by shareholders for election to
the Board; (c) propose to the Board, nominees to serve on each of the Board's
committees and prospective committee candidates in the event of the resignation,
death, or retirement of committee members or a change in committee composition
requirements; and (d) develop plans regarding the size and composition of both
the Board and its committees. The membership of the Nomination Committee shall
be determined by the Board of Directors as provided in Section 4.01 of these
bylaws.

                                  ARTICLE FIVE

                                    Officers
                                    --------

     5.01 Number. The principal officers of the corporation shall be appointed
by the Board of Directors and shall consist of a Chief Executive Officer,
President, Chief Operating Officer, one or more Vice Presidents, a Secretary and
a Treasurer. Such other officers and assistant officers as may be deemed
necessary or desirable may be appointed by the Board of Directors. The Chief
Executive Officer must be a member of the Board of Directors, but no other
officer need be a member of the Board of Directors. Any two or more offices may
be held by the same person. In its discretion, the Board of Directors may choose
not to fill any office for any period as it may deem advisable, except the
principal offices of Chief Executive Officer, President, Vice President,
Treasurer and Secretary. The Board of Directors may authorize any officer to
appoint one or more officers or assistant officers.

     5.02 Appointment and Term of Office. The officers of the corporation to be
appointed by the Board of Directors shall be appointed annually by the Board of
Directors at its first meeting following the annual meeting of shareholders. If
the appointment of officers shall not occur at such meeting, such appointment
shall occur as soon thereafter as conveniently may be. Each officer shall hold
office until the earlier of: (a) the time at which a successor is duly appointed
and, if necessary, qualified, or (b) his or her death, resignation or removal as
hereinafter provided. The Board of Directors shall have the right to enter into
employment contracts providing for the employment of any officer for a term
longer than one year, but no such contract shall preclude the Board of Directors
from removing any person from any position with the

                                       18


corporation whenever in the judgment of the Board of Directors the best
interests of the corporation would be served thereby.

     5.03 Removal. The Board of Directors may remove any officer and, unless
restricted by the Board of Directors or these bylaws, an officer may remove any
officer appointed by that officer, at any time, with or without cause and
notwithstanding the contract rights, if any, of the officer removed. The
appointment of an officer does not of itself create contract rights.

     5.04 Resignation. An officer may resign at any time by delivering notice to
the corporation that complies with the Wisconsin Business Corporation Law. The
resignation shall be effective when the notice is delivered, unless the notice
specifies a later effective date and the corporation accepts the later effective
date.

     5.05 Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term. If a resignation of an
officer is effective at a later date as contemplated by Section 5.04 of these
bylaws, the Board of Directors may fill the pending vacancy before the effective
date if the Board provides that the successor may not take office until the
effective date.

     5.06 General Powers of Officers. For purposes of these bylaws, the
corporation's Chief Executive Officer, President and each Vice President shall
be deemed to be a "senior officer". Whenever any resolution adopted by the
corporation's shareholders, Board of Directors or Board Committee shall
authorize the "proper" or "appropriate" officers of the corporation to execute
any note, contract or other document or to take any other action or shall
generally authorize any action without specifying the officer or officers
authorized to take such action, any senior officer acting alone and without
countersignatures may take such action on behalf of the corporation. Any officer
of the corporation may on behalf of the corporation sign contracts, reports to
governmental agencies, or other instruments which are in the regular course of
business, except where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these bylaws to some other officer or
agent of the corporation, or shall be required by the Wisconsin Business
Corporation Law or other applicable law to be otherwise signed or executed.

     5.07 Chief Executive Officer. The Chief Executive Officer shall be the
chief executive officer of the corporation and, subject to the control of the
Board of the Directors, shall in general supervise and control all of the
business and affairs of the corporation. In general, he or she shall perform all
duties incident to the office of chief executive officer and such other duties
as may be prescribed by the Board of Directors from time to time.

     5.08 The President. The President shall be the Chief Operating Officer of
the corporation. He or she shall have such duties as may, from time to time, be
prescribed by the Board of Directors or be delegated by the Chief Executive
Officer. In the absence of the Chairman of the Board, the Vice Chairman of the
Board or the Chief Executive Officer, the President shall preside at all
meetings of the shareholders. During the absence or disability of the Chief
Executive Officer, or while that office is vacant, the President shall exercise
all the powers and discharge all of the duties of the Chief Executive Officer.
During the absence or disability of the Chief Executive Officer and the
President, or while those offices are vacant, the Chairman of the Board shall
exercise all of the powers and discharge all of the duties of the Chief
Executive

                                       19


Officer and the President. The Board of Directors may authorize the Chairman of
the Board to appoint one or more officers or assistant officers to perform the
duties of the Chief Executive Officer and the President during the absence or
disability of the Chief Executive Officer and the President, or while those
offices are vacant.

     5.09 Chief Operating Officer. The Chief Operating Officer shall be the
President. He or she shall be responsible for the daily operations of the
corporation's business and shall have such other authority and duties as the
Board of Directors or the Chief Executive Officer may prescribe. He or she shall
report to the Chief Executive Officer if the Chief Executive Officer is not also
serving as the Chief Operating Officer.

     5.10 Vice Presidents. Each Vice President shall perform such duties and
have such powers as the Board of Directors may from time to time prescribe. The
Board of Directors may designate any Vice President as being senior in rank or
degree of responsibility and may accord such a Vice President an appropriate
title designating his senior rank such as "Executive Vice President" or "Senior
Vice President" or "Group Vice President". The Board of Directors may assign a
certain Vice President responsibility for a designated group, division or
function of the corporation's business and add an appropriate descriptive
designation to his title.

     5.11 Secretary. The Secretary shall (subject to the control of the Board of
Directors): (a) keep the minutes of the shareholders' and the Board of
Directors' meetings in one or more books provided for that purpose (including
records of actions taken without a meeting); (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by the
Wisconsin Business Corporation Law; (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the corporation is
affixed to all documents, the execution of which on behalf of the corporation
under its seal is duly authorized; (d) maintain a record of the shareholders of
the corporation in a form that permits preparation of a list of the names and
address of all shareholders by class or series of shares and showing the number
and class or series of shares held by each shareholder; (e) have general charge
of the stock transfer books of the corporation; (f) supply in such circumstances
as the Secretary deems appropriate to any governmental agency or other person a
copy of any resolution adopted by the corporation's shareholders, Board of
Directors or Board Committee, any corporate record or document, or other
information concerning the corporation and its officers and certify on behalf of
the corporation as to the accuracy and completeness of the resolution, record,
document or information supplied; and (g) in general, perform all duties
incident to the office of Secretary and perform such other duties and have such
other powers as the Board of Directors or the President may from time to time
prescribe.

     5.12 Treasurer. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) maintain
appropriate accounting records; (c) receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected by or under authority of the Board of
Directors; and (d) in general, perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
by the President. The Treasurer shall give a bond if required by the Board of
Directors for the faithful discharge of his duties in a sum and with one or more
sureties satisfactory to the Board of Directors.

                                       20


     5.13 Assistant Secretaries and Assistant Treasurers. There shall be such
number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice-President certificates for shares of the
corporation, the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

     5.14 Other Assistants and Acting Officers. The Board of Directors shall
have the power to appoint, or to authorize any duly appointed officer of the
corporation to appoint, any person to act as assistant to any officer, or as
agent for the corporation in his or her stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors or an authorized officer shall have the power to perform
all the duties of the office to which he or she is so appointed to be an
assistant, or as to which he or she is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors or the
appointing officer.

                                   ARTICLE SIX

                      Contracts, Loans, Checks and Deposits
                      -------------------------------------

     6.01 Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the Chief Executive Officer, President or one of the Vice Presidents and by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer;
the Secretary or an Assistant Secretary, when necessary or required, shall affix
the corporate seal thereto; and when so executed no other party to such
instrument or any third party shall be required to make any inquiry into the
authority of the signing officer or officers.

     6.02 Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

     6.03 Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

                                       21


     6.04 Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of directors.

     6.05 Voting of Securities Owned by this Corporation. Subject always to the
specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the Chief Executive Officer of this corporation, if he or she be
present, or in his or her absence by the President or any Vice President of this
corporation who may be present, and (b) whenever, in the judgment of the Chief
Executive Officer, or in his or her absence, of the President or Vice President,
it is desirable for this corporation to execute a proxy or written consent in
respect to any share or other securities issued by any other corporation and
owned by this corporation, such proxy or consent shall be executed in the name
of this corporation by the Chief Executive Officer or the President or one of
the Vice Presidents of this corporation, without necessity of any authorization
by the Board of Directors, affixation of corporate seal, if any, or
countersignature or attestation by another officer. Any person or persons
designated in the manner above stated as the proxy or proxies of this
corporation shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by this corporation
the same as such shares or other securities might be voted by this corporation.

     6.06 No Nominee Procedures. The corporation has not established, and
nothing in these bylaws shall be deemed to establish, any procedure by which a
beneficial owner of the corporation's shares that are registered in the name of
a nominee is recognized by the corporation as the shareholder under Section
180.0723 of the Wisconsin Business Corporation Law.

     6.07 Performance Bonds. The Chief Executive Officer and the Treasurer of
the corporation, and any one of them, shall have the continuing authority to
take all actions and to execute and deliver any and all documents or instruments
(including, without limitation, reimbursement agreements and agreements of
indemnity) in favor of such parties, in such amounts and on such terms and
conditions as may be necessary or useful for the corporation or any of its
direct or indirect subsidiaries to obtain performance bonds, surety bonds,
completion bonds, guarantees, indemnities or similar assurances (collectively
referred to as "Performance Bonds") from third parties as such officer shall, in
his sole discretion, deem necessary or useful to facilitate and promote the
business of the corporation or any of its subsidiaries; provided, however, that
the contingent liability of the corporation with respect to Performance Bonds
for the corporation's subsidiaries shall not exceed $200,000 in any single
transaction or $1 million in the aggregate without the specific authorization of
the Board of Directors. Any action taken or document or instrument executed and
delivered by any such officer after December 31, 1993, that is within the scope
of the authority granted in this Section 6.07 is hereby ratified, approved and
confirmed. If any party shall require resolutions of the Board of Directors with
respect to the approval of any actions of any officer of the corporation or
documents or instruments related to the Performance Bonds and within the scope
of and generally consistent with this Section 6.07, such resolutions shall be
deemed to have been duly approved and adopted by the Board of Directors, and may
be certified by the Secretary whenever approved by the Chief Executive Officer,
President or the Treasurer, in his sole discretion, and a copy thereof has been
inserted in the minute book of the corporation.

                                       22


                                  ARTICLE SEVEN

                                 Corporate Stock
                                 ---------------

     7.01 Certificates for Shares. Certificates representing shares of any class
of stock issued by the corporation shall be in such form, consistent with the
Wisconsin Business Corporation Law, as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chief Executive Officer,
President or a Vice President and by the Secretary or an Assistant Secretary and
shall be sealed with the seal, or a facsimile of the seal, of the corporation.
If a certificate is countersigned by a transfer agent or registrar, other than
the corporation itself or its employees, any other signature or countersignature
on the certificate may be a facsimile. In case any officer of the corporation,
or any officer or employee of the transfer agent or registrar who has signed or
whose facsimile signature has been placed upon such certificate ceases to be an
officer of the corporation, or an officer or employee of the transfer agent or
registrar before such certificate is issued, the certificate may be issued by
the corporation with the same effect as if the officer of the corporation, or
the officer or employee of the transfer agent or registrar had not ceased to be
such at the date of its issue. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled, and no new
certificate shall be issued in replacement until the former certificate for a
like number of shares shall have been surrendered and canceled, except as
otherwise provided in Section 7.04 of these bylaws with respect to lost, stolen
or destroyed certificates.

     7.02 Transfer Agent and Registrar. The Board of Directors may from time to
time with respect to each class of stock issuable by the corporation appoint
such transfer agents and registrars in such locations as it shall determine, and
may, in its discretion, appoint a single entity to act in the capacity of both
transfer agent and a registrar in any one location.

     7.03 Transfers of Shares. Transfers of shares shall be made only on the
books maintained by the corporation or a transfer agent appointed as
contemplated by Section 7.02 of these bylaws at the request of the holder of
record thereof or of his attorney, lawfully constituted in writing, and on
surrender for cancellation of the certificate for such shares. Prior to due
presentment of a certificate for shares for registration of transfer, the
corporation may (but shall not be required to) treat the person in whose name
corporate shares stand on the books of the corporation as the only person having
any interest in such shares and as the only person having the right to receive
dividends on and to vote such shares, and the corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of the other person, whether or not it shall have express or other notice
thereof. Where a certificate for shares is presented to the corporation or a
transfer agent with a request to register for transfer, the corporation or the
transfer agent, as the case may be, shall not be liable to the owner or any
other person suffering loss as a result of such registration of transfer if (a)
there were on or with the certificate the necessary endorsements, and (b) the
corporation or the transfer agent had no duty to inquire into adverse claims or
has discharged any such duty. The corporation or transfer agent may require
reasonable assurance that such endorsements are genuine and effective and
compliance with such other regulations as may be prescribed by or under the
authority of the Board of Directors.

                                       23


     7.04 Lost, Stolen or Destroyed Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the person requesting such new certificate or
certificates, or his or her legal representative, to give the corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     7.05 Restrictions on Transfer. The face or reverse side of each certificate
representing shares shall bear a conspicuous notation of any restriction imposed
by the corporation upon the transfer of such shares.

     7.06 Consideration for Shares. The Board of Directors may authorize shares
to be issued for consideration consisting of any tangible or intangible property
or benefit to the corporation, including cash, promissory notes, services
performed, contracts for services to be performed or other securities of the
corporation. Before the corporation issues shares, the Board of Directors shall
determine that the consideration received or to be received for the shares to be
issued is adequate. The determination of the Board of Directors is conclusive
insofar as the adequacy of consideration for the issuance of shares relates to
whether the shares are validly issued, fully paid and nonassessable. The
corporation may place in escrow shares issued in whole or in part for a contract
for future services or benefits, a promissory note, or otherwise for property to
be received in the future, or make other arrangements to restrict the transfer
of the shares, and may credit distributions in respect of the shares against
their purchase price, until the services are performed, the benefits or property
are received or the promissory note is paid. If the services are not performed,
the benefits or property are not received or the promissory note is not paid,
the corporation may cancel, in whole or in part, the shares escrowed or
restricted and the distributions credited.

     7.07 Stock Regulations. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
the Wisconsin Business Corporation Law as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
corporation.

                                  ARTICLE EIGHT

                               General Provisions
                               ------------------

     8.01 Fiscal Year. The fiscal year of the corporation shall begin and end on
such dates as the Board of Directors shall determine by resolution.

     8.02 Seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Wisconsin." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                       24


                                  ARTICLE NINE

                                   Amendments
                                   ----------

     9.01 By Directors. Except as otherwise provided by the Wisconsin Business
Corporation Law or the Articles of Incorporation, these bylaws may be amended or
repealed and new bylaws may be adopted by the Board of Directors at any meeting
at which a quorum is in attendance; provided, however, that the shareholders in
adopting, amending or repealing a particular bylaw may provide therein that the
Board of Directors may not amend, repeal or readopt that bylaw.

     9.02 By Shareholders. Except as otherwise provided in the Articles of
Incorporation, these bylaws may also be amended or repealed and new bylaws may
be adopted by the shareholders at any annual or special meeting of the
shareholders at which a quorum is in attendance.

     9.03 Implied Amendments. Any action taken or authorized by the shareholders
or by the Board of Directors, which would be inconsistent with the bylaws then
in effect but is taken or authorized by affirmative vote of not less than the
number of votes or the number of directors required to amend the bylaws so that
the bylaws would be consistent with such action, shall be given the same effect
as though the bylaws had been temporarily amended or suspended so far, but only
so far, as is necessary to permit the specific action so taken or authorized.

                                   ARTICLE TEN

                                 Indemnification
                                 ---------------

     10.01 Certain Definitions. All capitalized terms used in this Article X and
not otherwise hereinafter defined in this Section 10.01 shall have the meaning
set forth in Section 180.0850 of the Statute. The following capitalized terms
(including any plural forms thereof) used in this Article X shall be defined as
follows:

          (a) "Affiliate" shall include, without limitation, any corporation,
     partnership, joint venture, employee benefit plan, trust or other
     enterprise that, directly or indirectly through one or more intermediaries,
     controls or is controlled by, or is under common control with, the
     Corporation.

          (b) "Authority" shall mean the entity selected by the Director or
     Officer to determine his or her right to indemnification pursuant to
     Section 10.04.

          (c) "Board" shall mean the entire then elected and serving Board of
     Directors of the Corporation, including all members thereof who are Parties
     to the subject Proceeding or any related Proceeding.

          (d) "Breach of Duty" shall mean the Director or Officer breached or
     failed to perform his or her duties to the Corporation and his or her
     breach of or failure to perform those duties is determined, in accordance
     with Section 10.04, to constitute misconduct under Section 180.0851(2)(a)
     1, 2, 3 or 4 of the Statute.

                                       25


          (e) "Corporation," as used herein and as defined in the Statute and
     incorporated by reference into the definitions of certain capitalized terms
     used herein, shall mean this Corporation, including, without limitation,
     any successor corporation or entity to the Corporation by way of merger,
     consolidation or acquisition of all or substantially all of the capital
     stock or assets of this Corporation.

          (f) "Director or Officer" shall have the meaning set forth in the
     Statute; provided, that, for purposes of this Article X, it shall be
     conclusively presumed that any Director or Officer serving as a director,
     officer, partner, trustee, member of any governing or decision-making
     committee, employee or agent of an Affiliate shall be so serving at the
     request of the Corporation.

          (g) "Disinterested Quorum" shall mean a quorum of the Board who are
     not Parties to the subject Proceeding or any related Proceeding.

          (h) "Party" shall have the meaning set forth in the Statute; provided,
     that, for purposes of this Article X, the term "Party" shall also include
     any Director, Officer or employee who is or was a witness in a Proceeding
     at a time when he or she has not otherwise been formally named a Party
     thereto.

          (i) "Proceeding" shall have the meaning set forth in the Statute;
     provided, that, for purposes of this Article X, "Proceeding" shall include
     all Proceedings (i) brought under (in whole or in part) the Securities Act
     of 1933, as amended, the Securities Exchange Act of 1934, as amended, their
     respective state counterparts, and/or any rule or regulation promulgated
     under any of the foregoing; (ii) brought before an Authority or otherwise
     to enforce rights hereunder; (iii) any appeal from a Proceeding; and (iv)
     any Proceeding in which the Director or Officer is a plaintiff or
     petitioner because he or she is a Director or Officer; provided, however,
     that such Proceeding is authorized by a majority vote of a Disinterested
     Quorum.

          (j) "Statute" shall mean Sections 180.0850 through 180.0859,
     inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the
     Wisconsin Statutes, including any amendments thereto, but, in the case of
     any such amendment, only to the extent such amendment permits or requires
     the Corporation to provide broader indemnification rights than the Statute
     permitted or required the Corporation to provide prior to such amendment.

     10.02 Mandatory Indemnification. To the fullest extent permitted or
required by the Statute, the Corporation shall indemnify a Director or Officer
against all Liabilities incurred by or on behalf of such Director or Officer in
connection with a Proceeding in which the Director or Officer is a Party because
he or she is a Director or Officer.

     10.03 Procedural Requirements.

          (a) A Director or Officer who seeks indemnification under Section
     10.02 shall make a written request therefor to the Corporation. Subject to
     Section 10.03(b), within sixty days of the Corporation's receipt of such
     request, the Corporation shall pay or reimburse the Director or Officer for
     the entire amount of Liabilities incurred by the Director or Officer in
     connection with the subject Proceeding (net of any Expenses previously
     advanced pursuant to Section 10.05).

                                       26


          (b) No indemnification shall be required to be paid by the Corporation
     pursuant to Section 10.02 if, within such sixty-day period: (i) a
     Disinterested Quorum, by a majority vote thereof, determines that the
     Director or Officer requesting indemnification engaged in misconduct
     constituting a Breach of Duty; or (ii) a Disinterested Quorum cannot be
     obtained.

          (c) In either case of nonpayment pursuant to Section 10.03(b), the
     Board shall immediately authorize by resolution that an Authority, as
     provided in Section 10.04, determine whether the Director's or Officer's
     conduct constituted a Breach of Duty and, therefore, whether
     indemnification should be denied hereunder.

          (d) (i) If the Board does not authorize an Authority to determine the
     Director's or Officer's right to indemnification hereunder within such
     sixty-day period and/or (ii) if indemnification of the requested amount of
     Liabilities is paid by the Corporation, then it shall be conclusively
     presumed for all purposes that a Disinterested Quorum has determined that
     the Director or Officer did not engage in misconduct constituting a Breach
     of Duty and, in the case of subsection (i) above (but not subsection (ii)),
     indemnification by the Corporation of the requested amount of Liabilities
     shall be paid to the Officer or Director immediately.

     10.04 Determination of Indemnification.

          (a) If the Board authorizes an Authority to determine a Director's or
     Officer's right to indemnification pursuant to Section 10.03, then the
     Director or Officer requesting indemnification shall have the absolute
     discretionary authority to select one of the following as such Authority:

               (i) An independent legal counsel; provided, that such counsel
          shall be mutually selected by such Director or Officer and by a
          majority vote of a Disinterested Quorum or, if a Disinterested Quorum
          cannot be obtained, then by a majority vote of the Board;

               (ii) A panel of three arbitrators selected from the panels of
          arbitrators of the American Arbitration Association in Milwaukee,
          Wisconsin; provided, that (A) one arbitrator shall be selected by such
          Director or Officer, the second arbitrator shall be selected by a
          majority vote of a Disinterested Quorum or, if a Disinterested Quorum
          cannot be obtained, then by a majority vote of the Board, and the
          third arbitrator shall be selected by the two previously selected
          arbitrators; and (B) in all other respects, such panel shall be
          governed by the American Arbitration Association's then existing
          Commercial Arbitration Rules; or

               (iii) A court pursuant to and in accordance with Section 180.0854
          of the Statute.

          (b) In any such determination by the selected Authority there shall
     exist a rebuttable presumption that the Director's or Officer's conduct did
     not constitute a Breach of Duty and that indemnification against the
     requested amount of Liabilities is required. The burden of rebutting such a
     presumption by clear and convincing evidence shall be on the Corporation or
     such other party asserting that such indemnification should not be allowed.

                                       27


          (c) The Authority shall make its determination within sixty days of
     being selected and shall submit a written opinion of its conclusion
     simultaneously to both the Corporation and the Director or Officer.

          (d) If the Authority determines that indemnification is required
     hereunder, the Corporation shall pay the entire requested amount of
     Liabilities (net of any Expenses previously advanced pursuant to Section
     10.05), including interest thereon at a reasonable rate, as determined by
     the Authority, within ten days of receipt of the Authority's opinion;
     provided, that, if it is determined by the Authority that a Director or
     Officer is entitled to indemnification as to some claims, issues or
     matters, but not as to other claims, issues or matters, involved in the
     subject Proceeding, the Corporation shall be required to pay (as set forth
     above) only the amount of such requested Liabilities as the Authority shall
     deem appropriate in light of all of the circumstances of such Proceeding.

          (e) The determination by the Authority that indemnification is
     required hereunder shall be binding upon the Corporation regardless of any
     prior determination that the Director or Officer engaged in a Breach of
     Duty.

          (f) All Expenses incurred in the determination process under this
     Section 10.04 by either the Corporation or the Director or Officer,
     including, without limitation, all Expenses of the selected Authority,
     shall be paid by the Corporation.

     10.05 Mandatory Allowance of Expenses.

          (a) The Corporation shall pay or reimburse, within ten days after the
     receipt of the Director's or Officer's written request therefor, the
     reasonable Expenses of the Director or Officer as such Expenses are
     incurred, provided the following conditions are satisfied:

               (i) The Director or Officer furnishes to the Corporation an
          executed written certificate affirming his or her good faith belief
          that he or she has not engaged in misconduct which constitutes a
          Breach of Duty; and

               (ii) The Director or Officer furnishes to the Corporation an
          unsecured executed written agreement to repay any advances made under
          this Section 10.05 if it is ultimately determined by an Authority that
          he or she is not entitled to be indemnified by the Corporation for
          such Expenses pursuant to Section 10.04.

          (b) If the Director or Officer must repay any previously advanced
     Expenses pursuant to this Section 10.05, such Director or Officer shall not
     be required to pay interest on such amounts.

     10.06 Indemnification and Allowance of Expenses of Certain Others.

          (a) The Corporation shall indemnify a director or officer of an
     Affiliate (who is not otherwise serving as a Director or Officer) against
     all Liabilities, and shall advance the reasonable Expenses, incurred by
     such director or officer in a Proceeding to the same extent hereunder as if
     such director or officer incurred such Liabilities because he or she was a
     Director

                                       28


     or Officer, if such director or officer is a Party thereto because he or
     she is or was a director or officer of the Affiliate.

          (b) The Corporation shall indemnify an employee who is not a Director
     or Officer, to the extent that he or she has been successful on the merits
     or otherwise in defense of a Proceeding, for all reasonable Expenses
     incurred in the Proceeding if the employee was a Party because he or she
     was an employee of the Corporation.

          (c) The Board may, in its sole and absolute discretion as it deems
     appropriate, pursuant to a majority vote thereof, indemnify (to the extent
     not otherwise provided in Section 10.06(b)) against Liabilities incurred
     by, and/or provide for the allowance of reasonable Expenses of, an
     authorized employee or agent of the Corporation acting within the scope of
     his or her duties as such and who is not otherwise a Director or Officer.

     10.07 Insurance. The Corporation may purchase and maintain insurance on
behalf of a Director or Officer or any individual who is or was an authorized
employee or agent of the Corporation against any Liability asserted against or
incurred by such individual in his or her capacity as such or arising from his
or her status as such, regardless of whether the Corporation is required or
permitted to indemnify against any such Liability under this Article X.

     10.08 Notice to the Corporation. A Director, Officer or employee shall
promptly notify the Corporation in writing when he or she has actual knowledge
of a Proceeding which may result in a claim of indemnification against
Liabilities or allowance of Expenses hereunder, but the failure to do so shall
not relieve the Corporation of any liability to the Director, Officer or
employee hereunder unless the Corporation shall have been irreparably prejudiced
by such failure (as determined, in the case of Directors and Officers only, by
an Authority).

     10.09 Severability. If any provision of this Article X shall be deemed
invalid or inoperative, or if a court of competent jurisdiction determines that
any of the provisions of this Article X contravene public policy, this Article X
shall be construed so that the remaining provisions shall not be affected, but
shall remain in full force and effect, and any such provisions which are invalid
or inoperative or which contravene public policy shall be deemed, without
further action or deed by or on behalf of the Corporation, to be modified,
amended and/or limited, but only to the extent necessary to render the same
valid and enforceable.

     10.10 Nonexclusivity of Article X. The rights of a Director, Officer or
employee (or any other person) granted under this Article X shall not be deemed
exclusive of any other rights to indemnification against Liabilities or
advancement of Expenses which the Director, Officer or employee (or such other
person) may be entitled to under any written agreement, Board resolution, vote
of shareholders of the Corporation or otherwise, including, without limitation,
under the Statute. Nothing contained in this Article X shall be deemed to limit
the Corporation's obligations to indemnify a Director, Officer or employee under
the Statute.

     10.11 Contractual Nature of Article X; Repeal or Limitation of Rights. This
Article X shall be deemed to be a contract between the Corporation and each
Director, Officer and employee of the Corporation and any repeal or other
limitation of this Article X or any repeal or limitation of the Statute or any
other applicable law shall not limit any rights of indemnification against
Liabilities or allowance of Expenses then existing or arising out of events,
acts or

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omissions occurring prior to such repeal or limitation, including, without
limitation, the right of indemnification against Liabilities or allowance or
Expenses for Proceedings commenced after such repeal or limitation to enforce
this Article X with regard to acts, omissions or events arising prior to such
repeal or limitation.

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