BY-LAWS                     EXHIBIT 3.2

                              OF

                        ROUNDY'S, INC.

                   (a Wisconsin corporation)

                        INTRODUCTION -

                      VARIABLE REFERENCES


Date of Adoption of these By-Laws:

Date of Incorporation:

     0.01.  Date of annual shareholders' meeting (see Section
            2.01):
     
            The Second Wednesday in April in each year.
     
*

     0.02.  Required notice of shareholders' meeting (see
            Section 2.04):
     
            Not less than five (5) days.
     
*

     0.03.  Authorized number of directors (see Section 3.01):
     
            ten (10)
     
*

     0.04.  Required notice of Special directors' meetings
            (see Section 3.05):

            A.   Not less than three (3) days if by mail, and

                 B.   Not less than 24 hours if by telegram,
                 cable or radiogram, personal delivery, or
                 word of mouth, telephone or radiophone.

*

*    These spaces are reserved for official notation of future
     amendments to these sections.

                           ARTICLE I
                               
                            OFFICES


     1.01.     Principal and Business Offices.  The
corporation may have such principal and other business
offices, either within or without the State of Wisconsin, as
the Board of Directors may designate 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.  The
business office of the registered agent of the corporation
shall be identical to such registered office.


                          ARTICLE II
                               
                         SHAREHOLDERS


     2.01.     Annual Meeting.  The annual meeting of the
shareholders shall be held in each year on the date set forth
in Section 0.01, at the hour designated in the written notice
of said meeting given pursuant to Section 2.04, or at such
other time and date within thirty days before or after said
date as may be fixed by or under the authority of the Board of
Directors, for the purpose of electing directors and for the
transaction of such other business as may come before the
meeting.  If the election of directors shall not be held on
the day designated herein, or fixed as herein provided, for
any annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon
thereafter as convenient.
     
     2.02.     Special Meeting.  Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by either the President,
the Board of Directors, the Chairman of the Board (if the
Board of Directors determines to elect one), or by the holders
of not less than 25% of all shares of the corporation entitled
to vote at the meeting.
     
     2.03.     Place of Meeting.  The Board of Directors may
designate any place, either within or without the State of
Wisconsin, as the place of meeting for any annual meeting or
for any special meeting called by the Board of Directors.  A
waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place, either within or without
the State of Wisconsin, as the place for the holding of such
meeting.  If no designation is made, or if a special meeting
be otherwise called, the place of the meeting shall be the
principal business office of the corporation in the State of
Wisconsin or such other suitable place in the county of such
principal office as may be designated by the person calling
such meeting, but any meeting may be adjourned to reconvene at
any place designated by vote of a majority of the shares
represented thereat.
     
     2.04.     Notice of Meeting.  Written notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than the number of days
set forth in Section 0.02 (unless a longer period is required
by law or the articles of incorporation) not more than fifty
days before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the
Secretary, or other officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock record
books of the corporation, with postage thereon prepaid.  Such
notice may be given by placing such notice in a bulletin sent
to all Shareholders of the Corporation entitled to vote not
less than five (5) days prior to the meeting.  When notice is
given through the bulletin, the notice shall be headed by the
words "Notice of Annual Meeting", or "Notice of Special
Meeting", as the case may be.
     
     2.05.     Closing of Transfer Books or Fixing of Record
Date.  For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case,
fifty days.  If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of
or to vote at a meeting of shareholders, such books shall be
closed for at least ten days immediately preceding such
meeting.  In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in
any case to be not more than fifty days and, in case of a
meeting of shareholders, not less than ten days prior to the
date on which the particular action, requiring such
determination of shareholders, is to be taken.  If the stock
transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the close of business on the
date on which notice of the meeting is mailed or on the date
on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.  When a
determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section,
such determination shall be applied to any adjournment thereof
except where the determination has been made through the
closing of the stock transfer books and the stated period of
closing has expired.
     
     2.06.     Voting Lists.  The officer or agent having
charge of the stock transfer books for shares of the
corporation shall, before each meeting of shareholders, make a
complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and
the number of shares held by each, which list shall be
produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes of the
meeting.  The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any meeting
of shareholders.  Failure to comply with the requirements of
this section shall not affect the validity of any action taken
at such meeting.
     
     2.07.     Quorum.  Except as otherwise provided in the
articles of incorporation, a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders.  If a quorum is present,
the affirmative vote of the majority of the shares represented
at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless the vote of a
greater number or voting by classes is required by law or the
articles of incorporation.  Though less than a quorum of the
outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to
time without further notice.  At such adjourned 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 noticed.
     
     2.08.     Conduct of Meetings.  Except to the extent the
Board of Directors may otherwise provide, the President, and
in his absence, a Vice President in the order provided under
Section 4.08, and in their absence, any person chosen by the
shareholders present shall call the meeting of the
shareholders to order and shall act as chairman of the
meeting, and the Secretary of the corporation shall act as
secretary of all meetings of the shareholders, but, in the
absence of the Secretary, the presiding office may appoint any
other person to act as secretary of the meeting.
     
     2.09.     Proxies.  At all meetings of shareholders, a
shareholder entitled to vote may vote by proxy appointed in
writing by the shareholder or by his duly authorized attorney
in fact.  Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.  The Board
of Directors shall have the power and authority to make rules
establishing presumptions as to the validity and sufficiency
of proxies.
     
     2.10.     Voting of Shares.  Each outstanding share,
regardless of class, shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders,
except to the extent that the voting rights of the shares of
any class or classes are enlarged, limited or denied by the
articles of incorporation.
     
     2.11.     Voting of Shares by Certain Holders.
     
          A.   Other Corporations.  Shares standing in the
name of another corporation may be voted either in person or
by proxy, by the president of such corporation or any other
officer appointed by such president.  A proxy executed by any
principal officer of such other corporation or assistant
thereto shall be conclusive evidence of the signer's authority
to act, in the absence of express notice to this corporation,
given in writing to the Secretary of this Corporation, of the
designation of some other person by the board of directors or
the by-laws of such other corporation.
     
          B.   Legal Representatives of Fiduciaries.  Shares
held by an administrator, executor, guardian, conservator,
trustee in bankruptcy, receiver, or assignee for creditors
which shares are not standing in the name of such fiduciary
may be voted by him, either in person or by proxy, without a
transfer of such shares into his name provided that there is
filed with the Secretary before or at the time of meeting
proper evidence of his incumbency and the number of shares
held.  Shares standing in the name of a fiduciary may be voted
by him, either in person or by proxy.  A proxy executed by a
fiduciary shall be conclusive evidence of the signer's
authority to execute such proxy, in the absence of express
notice to this Corporation, given in writing to the Secretary
of this Corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the
fiduciary relationship.
     
          C.   Pledgees.  A shareholder whose shares are
pledged shall be entitled to vote such shares until the shares
have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the share so
transferred.
     
          D.   Treasury Stock and Subsidiaries.  Neither
treasury shares, nor shares held by another corporation if a
majority of the shares entitled to vote for the election of
directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares entitled to
vote, but shares of its own issue held by this Corporation in
a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares entitled to
vote.
     
          E.   Minors.  Shares held by a minor may be voted by
such minor in person or by proxy and no such vote shall be
subject to disaffirmance or avoidance, unless prior to such
vote the Secretary of the corporation has received written
notice or has actual knowledge that such shareholder is a
minor.
     
          F.   Incompetents and Spendthrifts.  Shares held by
an incompetent or spendthrift may be voted by such incompetent
or spendthrift in person or by proxy and no such vote shall be
subject to disaffirmance or avoidance, unless prior to such
vote the Secretary of the corporation has actual knowledge
that such shareholder has been adjudicated an incompetent or
spendthrift or actual knowledge of filing of judicial proceed
ings for appointment of a guardian.
     
          G.   Joint Tenants.  Shares registered in the name
of two or more individuals who are named in the registration
as joint tenants may be voted in person or by proxy signed by
any one or more of such individuals if either (i) no other
such individual or his legal representation is present and
claims the right to participate in the voting of such shares
or prior to the vote filed with the Secretary of the
corporation a contrary written voting authorization or
direction or written denial of authority of the individual
present or signing the proxy proposed to be voted or (ii) all
such other individuals are deceased and the Secretary of the
corporation has no actual knowledge that the survivor has been
adjudicated not to be the successor to the interest of those
deceased.
     
     2.12.     Waiver of Notice by Shareholders.  Whenever any
notice whatever is required to be given to any shareholder of
the corporation under the articles of incorporation or by-laws
or any provision of law, a waiver thereof in writing, signed
at any time, whether before or after the time of meeting, by
the shareholder entitled to such notice, shall be deemed
equivalent to the giving of such notice; provided that such
waiver in respect to any matter of which notice is required
under any provision of the Wisconsin Business Corporation Law,
shall contain the same information as would have been required
to be included in such notice, except the time and place of
meeting.
     
     2.13.     Lien on Shares.  Every certificate, and the
share represented thereby, issued to shareholders, are and
shall be deemed at all times to be continuously and
irrevocably pledged by the holder thereof as security for the
payment, from time to time and as often as the same may become
due and payable, of any and all obligations of the shareholder
to the corporation, and no shares of stock will be transferred
on the books of the corporation until all obligations of the
shareholder to the corporation have been paid in full.
     
     
                          ARTICLE III
                               
                      BOARD OF DIRECTORS
                      ------------------


     3.01.     General Powers and Number.  The business and
affairs of the corporation shall be managed by its Board of
Directors.  The number of directors of the corporation shall
be as set forth in Section 0.03.
     
     3.02.     Tenure and Qualifications.  The Directors are
divided into three classes, two of such classes having three
directors and the third such class having four directors.  At
each annual meeting the directors of one class are chosen to
succeed those whose terms expire for a term of office to
expire at the third annual meeting of shareholders after their
election.  Four of the directors shall be retail members, one
of whom shall be a member of each three-director class and two
of whom shall be members of the four-director class.  The
election of Retailer Directors shall be tabulated and verified
by the Secretary of the corporation and a Retailer Trustee and
an Independent Trustee of the Voting Trust.  A director may be
removed from office by affirmative vote of a majority of the
outstanding shares entitled to vote for the election of such
director, taken at a meeting of shareholders called for that
purpose.  A director may resign at any time by filing his
written resignation with the Secretary of the corporation.
Directors need not be residents of the State of Wisconsin or
shareholders of the Corporation.
     
     3.03.     Regular Meetings.  A regular meeting of the
Board of Directors shall be held without other notice than
this by-law immediately after the annual meeting of
shareholders, and each adjourned session thereof.  The place
of such regular meeting shall be the same as the place of the
meeting of shareholders which precedes it, or such other
suitable place as may be announced at such meeting of
shareholders.  The Board of Directors may provide, by
resolution, the time and place either within or without the
State of Wisconsin, for the holding of additional regular meet
ings without other notice than such resolution.
     
     3.04.     Special Meetings.  Special meetings of the
Board of Directors may be called by or at the request of the
Chairman of the Board (if the Board of Directors determines to
elect one), the President, Secretary or any two directors.
The Chairman of the Board, President or Secretary calling any
special meeting of the Board of Directors may fix any place,
either within or without the State of Wisconsin, as the place
for holding any special meeting of the Board of Directors
called by them, and if no other place is fixed, the place of
meeting shall be the principal business office of the
corporation in the State of Wisconsin.
     
     3.05.     Notice; Waiver.  Notice of each meeting of the
Board of Directors (unless otherwise provided in or pursuant
to Section 3.03) shall be given to each director (i) by
written notice delivered personally or mailed or given by
telegram, cable or radiogram to such director at his business
address or at such other address as such director shall have
designated in writing filed with the Secretary, or (ii) by
word of mouth, telephone or radiophone personally to such
director, in each case not less than that number of days prior
thereto as set forth in Section 0.04.  If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid.  If
notice be given by telegram, cable or radiogram, such notice
shall be deemed to be delivered when the telegram, cable or
radiogram is delivered to the transmitting agency.  Whenever
any notice whatever is required to be given to any director of
the corporation under the articles of incorporation or by-laws
or any provision of law, a waiver thereof in writing, signed
at any time, whether before or after the time of meeting, by
the director entitled to such notice, shall be deemed
equivalent to the giving of such notice.  The attendance of a
director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting and
objects thereat to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
     
     3.06.     Quorum.  Except as otherwise provided by law or
by the articles of incorporation or these by-laws, a majority
of the number of directors set forth in Section 0.03 shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but a majority of the
directors present (though less than such quorum) may adjourn
the meeting from time to time without further notice.
     
     3.07.     Manner of Acting.  The act of the majority of
the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors, unless the
act of a greater number is required by law or by the articles
of incorporation or these by-laws.
     
     3.08.     Conduct of Meetings.  The Chairman of the
Board, or in the event the Board of Directors determines not
to elect a Chairman of the Board, or in his absence, the
President, and in his absence, a Vice President in the order
provided under Section 4.08, and in their absence, any
director chosen by the directors present, shall call meetings
of the Board of Directors to order and shall act as Chairman
of 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 officer may
appoint any Assistant Secretary or any director or other
person present to act as secretary of the meeting.
     
     3.09.     Vacancies.  Any vacancy occurring in the Board
of Directors, including a vacancy created by an increase in
the number of directors, may be filled until the next
succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a
quorum of the Board of Directors.
     
     3.10.     Compensation.  The Board of Directors, by
affirmative vote of a majority of the directors then in
office, and irrespective of any personal interest of any of
its members, may establish reasonable compensation of all
directors for services to the corporation as directors,
officers or otherwise, or may delegate such authority to an
appropriate committee.  The Board of Directors also shall have
authority to provide for or to delegate authority to an
appropriate committee 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.
     
     3.11.     Presumption of Assent.  A director of the
corporation who is present at a meeting of the Board of
Directors or a committee thereof of which he is a member at
which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or
unless he files his written dissent to such action with the
person acting as the secretary of the meeting before the
adjournment thereof or forwards such dissent by registered
mail to the Secretary of the corporation immediately after the
adjournment of the meeting.  Such right to dissent shall not
apply to a director who voted in favor of such action.
     
     3.12.     Executive Committee and Other Committees.  The
Board of Directors by resolution adopted by the affirmative
vote of an majority of the number of directors set forth in
Section 0.03 may designate an Executive Committee and one or
more other committees, each committee to consist of three or
more directors elected by the Board of Directors.  The
Executive Committee shall have and may exercise, when the
Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of
the corporation, provided that in no case shall the Executive
Committee or any other committee act in respect to dividends
to shareholders, election of principal officers or the filling
of vacancies in the Board of Directors, or committees created
pursuant to this Section.  Subject to the foregoing, the other
committees, if any, shall have and may exercise such powers as
may be provided in the Resolution of the Board of Directors
designating such committee, as such resolution may from time
to time be amended and supplemented.  The Board of Directors
may elect one or more of its members as alternate members of
any such committee who may take the place of any absent member
or members at any meeting of such committee, upon request by
the President or upon request by the chairman of such meeting.
Each such committee shall elect a presiding officer from its
members, shall fix its own rules governing the conduct of its
activities and shall make such reports to the Board of
Directors of its activities as the Board of Directors may
request.
     
     3.13.     Advisory Committee.  The Advisory Committee of
retailers shall consist of nine persons, each of whom shall be
either a record or beneficial holder of Class A Common Stock
or an officer of a corporation or partnership which is a
record or beneficial holder of Class A Common Stock.  Three
members of the Advisory Committee shall be elected each year
by the retailer/shareholders and each shall serve a three-year
term.  No Advisory Committee member shall serve more than six
years in succession as a committee member; but a person who
has served six successive years on the committee may be
re-elected to the committee if the person has not served on
the committee during the three years preceding their re-
election.
     
          The Advisory Committee will nominate two candidates
for election to each vacancy that may occur on the committee.
     
          The Members of the Advisory Committee shall meet at
reasonable intervals at a time and place convenient to the
members and shall cooperate with the Stockholders individually
and as a group with management and the Directors with relation
to problems brought to its attention by customers or other
matters the committee may choose to accept for consideration.
     
     3.14.     Unanimous Consent Without Meeting.  Any action
required or permitted by the articles of incorporation or
by-laws or any provision of law to be taken by the Board of
Directors or any committee thereof at a meeting or by
resolution may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the directors or members of such committee entitled to
vote with respect to such action.
     
     
                          ARTICLE IV
                               
                            OFFICERS
                            --------

     4.01.     Number.  The principal officers of the
corporation shall be a Chairman of the Board (if the Board of
Directors determines to elect one), a President, one or more
Vice Presidents, a Secretary, and a Treasurer, each of whom
shall be elected by the Board of Directors.  Such other
officers and assistant officers as may be deemed necessary may
be elected or appointed by the Board of Directors.  Any two or
more offices may be held by the same person, except the
offices of President and Vice President and President and
Secretary.  The duties of the officers shall be those
enumerated herein and any further duties designated by the
Board of Directors.  The duties herein specified for
particular officers may be transferred to and vested in such
other officers as the Board of Directors shall elect or
appoint, from time to time and for such periods or without
limitation as to time as the Board shall order.
     
     4.02.     Election and Term of Office.  The officers of
the corporation to be elected by the Board of Directors shall
be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual
meeting of the shareholders.  If the election of officers
shall not be held at such meeting, such election shall be held
as soon thereafter as conveniently may be.  Each officer shall
hold office until his successor shall have been duly elected
or until his prior death, resignation or removal.
     
     4.03.     Removal.  Any officer or agent may be removed
by the Board of Directors whenever in its judgment the best
interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed.  Election or appointment shall
not of itself create contract rights.
     
     4.04.     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.
     
     4.05.     Chairman of the Board.  The Chairman of the
Board (if the Board of Directors determines to elect one)
shall preside at all meetings of the Board of Directors and
shall have such further and other authority, responsibility
and duties as may be granted to or imposed upon him by the
Board of Directors, including without limitation his
designation pursuant to Section 4.07 as chief executive
officer of the corporation.
     
     4.06.     President.  The President, unless the Board of
Directors shall otherwise order pursuant to Section 4.07,
shall be the chief executive officer of the corporation and,
subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs
of the corporation.  He shall, when present, preside at all
meetings of the shareholders and shall preside at all meetings
of the Board of Directors unless the Board shall have elected
a Chairman of the Board of Directors.  He shall have
authority, subject to such rules as may be prescribed by the
Board of Directors, to appoint such agents and employees of
the corporation as he shall deem necessary, to prescribe their
powers, duties and compensation, and to delegate authority to
them.  Such agents and employees shall hold office at the
discretion of the President.  He shall have authority to sign,
execute and acknowledge, on behalf of the corporation, all
deeds, mortgages, bonds, stock certificates, contracts,
leases, reports and all other documents or instruments
necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized
by resolution of the Board of Directors; and except as
otherwise provided by law or the Board of Directors, he may
authorize any Vice President or other officer or agent of the
corporation to sign, execute and acknowledge such documents or
instruments in his place and stead.  In general he shall
perform all duties incident to the office of the chief
executive officer and such other duties as may be prescribed
by the Board of Directors from time to time.  In the event the
Board of Directors determines not to elect a Chairman of the
Board or in the event of his absence or disability, the
President shall perform the duties of the Chairman of the
Board and when so acting shall have all the powers of and be
subject to all of the duties and restrictions imposed upon the
Chairman of the Board.
     
     4.07.     Chairman of the Board as Chief Executive
Officer.  The Board of Directors may designate the Chairman of
the Board as the chief executive officer of the corporation.
In such event, the Chairman of the Board shall assume all
authority, power, duties and responsibilities otherwise
appointed to the President pursuant to Section 4.06, and all
references to the President in these by-laws shall be regarded
as references to the Chairman of the Board as such chief
executive officer, except where a contrary meaning is clearly
required, and provided that in no case shall the Chairman of
the Board be empowered in place of the President to sign the
certificates for shares of stock of the corporation.
     
          In further consequence of designating the Chairman
of the Board as the chief executive officer, the President
shall thereby become the chief administrative officer of the
corporation.  He shall, in the absence of the Chairman of the
Board, preside at all meetings of stockholders and directors.
During the absence or disability of the Chairman of the Board
he shall exercise the functions of the chief executive officer
of the Corporation.  He shall have authority to sign all
certificates, contracts, and other instruments of the
corporation necessary or proper to be executed in the course
of the corporation's regular business or which shall be
authorized by the Board of Directors and shall perform all
such other duties as are incident to his office or are
properly required of him by the Board of Directors or the
Chairman of the Board.  He shall have the authority, subject
to such rules, directions, or orders, as may be prescribed by
the Chairman of the Board or the Board of Directors, to
appoint and terminate the appointment of such agents and
employees of the corporation as he shall deem necessary, to
prescribe their power, duties and compensation and to delegate
authority to them.
     
     4.08.     The Vice Presidents.  In the absence of the
President or in the event of his death, inability or refusal
to act, or in the event for any reason it shall be
impracticable for the President to act personally, the Vice
Presidents in the order of their election, the Vice Presidents
in the order designated at the time of their election, or in
the absence of any such designation, then in the order of
their election, shall perform the duties of the President and
when so acting shall have all the powers of and be subject to
all the restrictions upon the President.  Any Vice President
may sign with the Secretary or Assistant Secretary certifi
cates for shares of the corporation and shall perform such
other duties as from time to time may be assigned to him by
the President or the Board of Directors.
     
     4.09.     The Secretary.  The Secretary shall: (a) keep
the minutes of the meetings of the shareholders and of the
Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by 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) keep or
arrange for the keeping of a register of the post office
address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the President, or
a Vice President, certificates for shares of the corporation,
the issuance of which shall have been authorized by resolution
of the Board of Directors; (f) have general charge of the
stock transfer books of the corporation; and (g) in general
perform all duties incident to the office of Secretary and
have such other duties and exercise such authority as from
time to time may be delegated or assigned to him by the
President or by the Board of Directors.
     
     4.10.     The Treasurer.  The Treasurer shall: (a) have
charge and custody and be responsible for all funds and
securities of the corporation; (b) receive and give receipts
for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the
provisions of Section 5.04; and (c) in general perform all of
the duties incident to the office of Treasurer and have such
other duties and exercise such other authority as from time to
time may be delegated or assigned to him by the President or
by the Board of Directors.  If required by the Board of
Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
     4.11.     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.
     
     4.12.     Other Assistants and Acting Officers.  The
Board of Directors shall have the power to appoint any person
to act as assistant to any officer, or as agent for the
corporation in his 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
shall have the power to perform all the duties of the office
to which he is so appointed to be assistant, or as to which he
is so appointed to act, except as such power may be otherwise
defined or restricted by the Board of Directors.
     
     4.13.     Salaries.  The salaries of the principal
officers shall be fixed from time to time by the Board of
Directors or by a duly authorized committee thereof, and no
officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the cor
poration.
     
     4.14.     Bonds Required.  All elected or appointed
officers may be bonded and in the discretion of management any
and all employees may be required to obtain surety bonds as a
condition of continued employment.


                           ARTICLE V

         FISCAL YEAR, ACCOUNTING AND PATRONAGE REBATES
        -----------------------------------------------

     The corporation is obligated to its common shareholders
on a patronage basis or bases for all amounts received by it
resulting from sales to them as defined and limited herein.
     
     5.01.     Patronage Dividends.  Patronage dividends shall
accrue to Class A common shareholders of the corporation out
of net earnings from business done with such shareholders and
shall be determined and distributed for each fiscal year
pursuant to existing provisions of the Internal Revenue Code;
provided further that patronage dividends of the corporation
will be determined on the basis of the net sales of the
corporation to each Class A common shareholder and paid in an
amount which will reduce net income of the corporation to such
amount as will result in an increase of eight percent (8%) in
the net book value (as determined by the corporation's
independent certified public accountants) of the corporation's
outstanding shares as of the close of such fiscal year.  The
computation of the amount of patronage dividends payable to
Class A common shareholders shall be made after the
determination of patronage dividends payable to
non-shareholder customers.
     
     5.02.     Determination of Patronage Dividends.
Patronage dividends shall be determined from the records of
the corporation as soon as practicable after the close of the
corporation's fiscal year, and the Class A common shareholders
shall be promptly advised of the amount of their respective
patronage dividend and the method of payment of such patronage
dividend.
     
     5.03.     Consent.  Each person who hereafter becomes a
Class A common shareholder of this corporation and each Class
A common shareholder of this corporation on the effective date
of this by-law who continues as a Class A common shareholder
after such date shall, by such act alone, consent that the
amount of any distributions with respect to his patronage
occurring after January 3, 1976, which are made in written
notices of allocation (as defined in Section 1388 of the
Internal Revenue Code) and which are received by him from the
corporation, will be taken into account by him at their stated
dollar amounts in the manner provided in Section 1385(a) of
the Internal Revenue Code in the taxable year in which such
written notices of allocation are received by him.
     
     5.04.     Payment of Patronage Dividends.
               -------------------------------
     
          A.   Patronage dividends are payable in the fiscal
year following the fiscal year in which accrued, in money,
qualified written notices of allocation (as defined by the
Internal Revenue Code) or other property (except non-qualified
written notices of allocation as defined by the Internal
Revenue Code) provided, however, that at least twenty percent
(20%) of the amount of a patronage dividend shall be paid in
money or by qualified check as defined by the Internal Revenue
Code.
     
     5.05.     Corporate Accounting and Fiscal Year.
               -------------------------------------
     
          A.   The accounts of the corporation shall be kept
on the accrual basis and reflect assets, liabilities,
stockholders' equities and operations in accordance with
generally accepted accounting principles.
     
          B.   The fiscal year of the corporation shall be on
a 52-53 week basis ending on the Saturday nearest to December
31st as that method permits.
     
     5.06.     Patronage Dividends to Nonshareholders.  The
corporation may, in its sole discretion, enter into written
agreements obligating itself to pay patronage dividends to
nonshareholder customers.


                          ARTICLE VI
                               
            CONTRACTS, LOANS, CHECKS AND DEPOSITS:
                    SPECIAL CORPORATE ACTS
           -----------------------------------------

     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 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,
including by means of facsimile signatures, as shall from time
to time be determined by or under the authority of a
resolution of the Board of Directors.
     
     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 depositories 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 President of this corporation if he be
present, or in his absence by any Vice President of this
corporation who may be present, and (b) whenever, in the
judgment of the President, or in his absence, of any Vice
President, it is desirable for this corporation to execute a
proxy or written consent with respect to any shares 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 President or one of the Vice
Presidents of this corporation, without necessity of any
authorization by the Board of Directors, affixation of
corporate seal 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.


                          ARTICLE VII
                               
          CERTIFICATES FOR SHARES AND THEIR TRANSFER
          -------------------------------------------

     7.01.     Certificates for Shares.  Certificates
representing shares of the corporation shall be in such form,
consistent with law, as shall be determined by the Board of
Directors.  Such certificates shall be signed by the President
or a Vice President and by the Secretary or an Assistant
Secretary.  All certificates for shares shall be consecutively
numbered or otherwise identified.  The name and address 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 stock transfer books of the corporation.  All certificates
surrendered to the corporation for transfer shall be cancelled
and no new certificate shall be issued until the former
certificate for a like number of shares shall have been
surrendered and cancelled, except as provided in Section 7.06.
     
     7.02.     Facsimile Signatures and Seal.  The seal of the
corporation on any certificates for shares may be a facsimile.
The signatures of the President or Vice President and the
Secretary or Assistant Secretary upon a certificate may be
facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the
corporation itself or an employee of the corporation.
     
     7.03.     Signature by Former Officers.  In case any
officer, who has signed or whose facsimile signature has been
placed upon any certificate for shares, shall have ceased to
be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were
such officer at the date of its issue.
     
     7.04.     Transfer of Shares.  Prior to due presentment
of a certificate for shares for registration of transfer the
corporation may treat the registered owner of such shares as
the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and
power of an owner.  Where a certificate for shares is
presented to the corporation with a request to register for
transfer, the corporation 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 had no duty to inquire into adverse claims or has
discharged any such duty.  The corporation may require
reasonable assurance that said endorsements are genuine and
effective and in compliance with such other regulations as may
be prescribed under the authority of the Board of Directors.
     
     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.     Lost, Destroyed or Stolen Certificates.  Where
the owner claims that his certificate for shares has been
lost, destroyed or wrongfully taken, a new certificate shall
be issued in place thereof if the owner (a) so requests before
the corporation has notice that such shares have been acquired
by a bona fide purchaser, and (b) files with the corporation a
sufficient indemnity bond, and (c) satisfies such other reason
able requirements as the Board of Directors may prescribe.
     
     7.07.     Consideration for Shares.  The shares of the
corporation may be issued for such consideration as shall be
fixed from time to time by the Board of Directors, provided
that any shares having a par value shall not be issued for a
consideration less than the par value thereof.  The
consideration to be paid for shares may be paid in whole or in
part, in money, in other property, tangible or intangible, or
in labor or services actually performed for the corporation.
When payment of the consideration for which shares are to be
issued shall have been received by the corporation, such
shares shall be deemed to be fully paid and nonassessable by
the corporation.  No certificate shall be issued for any share
until such share is fully paid.
     
     7.08.     Stock Regulations.  The Board of Directors
shall have the power and authority to make all such further
rules and regulations not inconsistent with the statutes of
the State of Wisconsin as it may deem expedient concerning the
issue, transfer and registration of certificates representing
shares of the corporation, including the appointment or des
ignation of one or more stock transfer agents and one or more
stock registrars.
     
     7.09.     Lien on Stock.  No assignment or transfer of
shares may be made or become effective until all debts due the
corporation from such shareholder are first paid in full.
Whenever the corporation exercises the right to purchase
shares, the corporation shall reimburse itself out of the
proceeds of sale for all debts due it by the shareholder.
     
     7.10.     Certain Provisions Applicable to Section 7.11.
               ----------------------------------------------
     
          A.   Wherever used in Section 7.11:
     
               (1)  "Active Customer" means a retail food
store whose principal source of supply is purchases from the
Corporation.
     
               (2)  "Customer/Shareholder Termination" occurs
whenever an Active Customer owned and operated (or controlled)
by a shareholder of the Corporation either (A) ceases to be an
Active Customer, or (B) ceases to be owned and operated (or
controlled) by such shareholder, whether by reason of the
death, adjudication of incompetency or complete retirement
from business by reason of age or disability of such share
holder (if an individual), the dissolution or termination of
such shareholder (if a Person other than an individual),
adjudication in bankruptcy, transfer of the Active Customer or
the entity owning or controlling it, or otherwise.  In the
event the above shall occur with respect to one or more but
not all Active Customers owned and operated (or controlled) by
a single shareholder of the Corporation, a
Customer/Shareholder Termination shall be deemed to have
occurred with respect to that fraction of each class of Common
Stock owned by such shareholder as is equal to the fraction
produced by dividing the number of Active Customers owned and
operated (or controlled) by such shareholder after such
event(s) by the number of Active Customers so owned and
operated (or controlled) immediately before such event(s).
     
               (3)  "Person" includes any individual,
corporation, partnership, joint venture, trust, estate or any
other legal entity.
     
          B.   Each shareholder (or his or its legal
representative) shall, as soon as possible after the
occurrence of a Customer/Shareholder Termination or an
Employee/Shareholder Termination (occurring otherwise than as
a result of the death or retirement of the employee), give
written notice of the same to the Secretary of the
Corporation, stating the nature and date of such event.  If it
shall come to the attention of the Corporation that such an
event has occurred and no such notice has been received, the
Secretary shall give written notice of the same to the record
holder of such shares.  Any determination so made in good
faith by the Corporation, including any determination as to
the date upon which a retail food store became or ceased to be
an Active Customer, or upon which a Customer/Shareholder
Termination or an Employee/Shareholder Termination occurred,
shall be final and binding on all persons.
     
     7.11.     Limitations on Ownership of Class A Common Stock.
               -------------------------------------------------
     
          A.   No person may directly or indirectly
beneficially own shares of Class A Common Stock except a
Person who or which directly or indirectly owns an Active
Customer or the trustees of a voting trust formed by and for
the benefit of such Persons.  No Person may directly or
indirectly beneficially own more than 100 shares of Class A
Common Stock, except that (i) a Person owning and operating
(or controlling) more than one Active Customer at different
locations may own not more than 100 shares of Class A Common
Stock for each such Active Customer, and (ii) the trustees of
a voting trust as set forth in the preceding sentence may be
the record holders of such number of shares as may be owned in
the aggregate by the depositors thereof.
     
          B.   Any holder of shares of Class A Common Stock
shall immediately present his or its certificate(s)
representing the same to the Secretary of the Corporation, in
negotiable form, upon the occurrence of a Customer/Shareholder
Termination with respect to an Active Customer owned and
operated (or controlled) by such shareholder.  In the event
such shareholder has theretofore owned more than 100 shares of
Class A Common Stock, there shall be presented to the
Corporation 100 of such shares for each such Active Customer
as to which a Customer/Shareholder Termination has occurred.
Upon receipt of such certificate(s), the Corporation shall
issue to and in the name of the record holder thereof a
replacement certificate for a like number of shares of Class B
Common Stock.  In the event any holder shall fail to surrender
such certificates to the corporation within thirty (30) days
the Customer/Shareholder Termination, the Corporation may, at
any time thereafter, by written notice to the record holder
thereof, deem such shares of Class A Common Stock to have been
converted into a like number of shares of Class B Common
Stock; and thereafter, such shares of Class A Common Stock
shall not be deemed outstanding for any purpose and the
certificate(s) therefor shall evidence only the right to
receive a certificate representing a like number of shares of
Class B Common Stock upon proper presentation to the
Corporation in negotiable form.  The obligations of a
shareholder hereunder to surrender and exchange shares of
Class A Common Stock shall be binding upon the legal
representatives or successors or such shareholder, any
purported transferee, and any nominee or trustee of a voting
trust holding shares of Class A Common Stock for the benefit
of such shareholder, upon notice from the Corporation or
otherwise that a Customer/Shareholder Termination has
occurred.


                         ARTICLE VIII
                               
                    OFFICERS AND DIRECTORS:
    LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION
   --------------------------------------------------------                 

     8.01.     Definitions Applicable to Article VIII.
     
          A.   "Applicable Corporate Law" shall mean those
statutes comprising the general corporation law of the
jurisdiction in which the Corporation is incorporated, as
amended from time to time.
     
          B.   "Breach of Duty" shall mean conduct of a
Director or Officer constituting any one or more of the
following:
     
               (1)  A willful failure to deal fairly with the
Corporation or its stockholders in connection with a matter in
which the Director or Officer has a material conflict of
interest.
     
               (2)  A violation of criminal law, unless the
Director or Officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his
or her conduct was unlawful.
     
               (3)  A transaction from which the Director or
Officer derived an improper personal profit.
               
               (4)  Willful misconduct.
     
               (5)  With respect to any matter or decision
being considered by the Board of Directors or any other
officer, such Director or Officer intentionally or recklessly;
     
                    (a)  makes any untrue statement or disclo
sure to the Board or other Officer of known material
information; or
     
                    (b)  omits to state or otherwise disclose
to the Board or other Officer known material information
necessary in order to make the information known to have been
communicated to the Board or other Officer not misleading
under the circumstances then existing; or
     
                    (c)  omits to state or otherwise disclose
to the Board or other Officer known material information which
is (or reasonably should be) known to the Director or Officer
to be relevant to the matter or decision under consideration,
regardless of whether or not such information is specifically
requested by the Board or other Officer.
     
          C.   "Claim" means any threatened or asserted claim
or cause of action involving actual or potential liability of
a Director or Officer arising from any act or omission of such
person alleged or determined to have been negligent, grossly
negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or
regulation thereunder) or the Employee Retirement Income
Security Act of 1974 or any other foreign, federal, state or
local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental
authority or any other person or entity.
     
          D.   "Director or Officer" means any of the following:
     
               (1)  A natural person who is or was: (i) a
director (elected or appointed by the stockholders or Board of
Directors); or (ii) an officer (elected or appointed by the
Board of Directors) of the Corporation; or (iii) a Trustee.
     
               (2)  A natural person who, while such a
director or officer of the Corporation, is or was serving
either pursuant to the Corporation's specific request or as a
result of the nature of such person's duties to the
Corporation as a director, officer, partner, trustee, member
of any governing or decision making committee, employee or
agent of another corporation or foreign corporation,
partnership, joint venture, trust or other enterprise.
     
               (3)  A natural person who, while such a
director or officer of the Corporation, is or was serving an
employee benefit plan because his or her duties to the
Corporation also impose duties on, or otherwise involve
services by, the person to the plan or to participants in or
beneficiaries of the plan.
     
               (4)  Unless the context requires otherwise, the
estate or personal representative of any such director,
officer or Trustee.
     
                    This term is not intended to include any
person who holds a position of title of Vice President or
other apparent office without formal election or appointment
by the Board of Directors.
     
          E.   "Disinterested Majority" shall mean a majority
of the Board of Directors of the Corporation who are not
Parties to the subject Proceeding or any related Proceeding.
     
          F.   "Expenses" includes all reasonable fees, costs,
charges, disbursements, attorneys' fees and any other expenses
incurred by a Director or Officer in connection with a
Proceeding if such person was a Party because he or she is or
was a Director or Officer.
     
          G.   "Liability" includes the obligation to pay any
sums or perform any acts pursuant to a settlement, penalty,
assessment, forfeiture, fine, or judgment, including (without
limitation) any excise tax assessed with respect to any
employee benefit plan, punitive damages, costs, and expenses.
     
          H.   "Party" includes a natural person who was or
is, or who is threatened to be made, a named defendant or
respondent to a Claim in a Proceeding.
     
          I.   "Proceeding" means any threatened, pending or
completed civil, criminal, administrative or investigative
action, suit arbitration or other proceeding of any kind,
whether formal or informal in which a Claim is or may be
asserted against a Director or Officer or in which the
Director or Officer is a witness.
     
          J.   "Trustee" means any person who is or was a
trustee of that certain Amended and Restated Voting Trust
Agreement dated as of September 16, 1983, and as thereafter
amended, restated or modified relating to the Class A Common
Stock of the Corporation.
     
     8.02.     Director and Officer Liability Limitations.
               -------------------------------------------
     
          A.   No Director or Officer shall be liable to the
Corporation, its shareholders or any person asserting rights
on behalf of the Corporation or its shareholders, for damages,
settlements fines, penalties or other monetary liabilities
arising from a breach of or failure to perform, any duty
resulting solely from his or her status as a Director or
Officer, regardless of whether constituting negligence or
other tortious or otherwise culpable conduct, unless the
person asserting liability proves that the breach or failure
to perform constitutes a Breach of Duty or conduct for which
the Director is liable under Section 180.0828 of the Wisconsin
Business Corporation Law.  In addition to and not in
limitation of the foregoing, no Director or Officer shall have
any liability for acts or omissions constituting business
judgment within the business judgment rule.
     
          B.   The provisions of this Section 8.02 shall not
be exclusive of any other defenses such a Director or Officer
may have with respect to any Claim asserting a Liability.
     
          C.   The Board of Directors (by majority vote or
consent) may grant similar limitations on the Liability of any
employee of the Corporation (relating to performance of his or
duties as an employee) by written agreement with such employee
executed by the President.
     
     8.03.     Mandatory Indemnification.
               ---------------------------
     
          A.   Indemnification for Expenses.  The Corporation
shall indemnify a Director or Officer for all Expenses
incurred (i) in the successful defense of any Claim (on the
merits or otherwise) in a Proceeding and/or (ii) as a
non-party witness in any Proceeding.
     
          B.   Indemnification for Liability and Expenses.
The Corporation shall indemnify a Director or Officer for all
Liability and Expenses with respect to any Claim against such
person in a Proceeding to which such person was a Party
because he or she is or was a Director or Officer, unless such
Liability and Expenses were incurred because the Director or
Officer is determined to have engaged in conduct constituting
a Breach of Duty.
     
          C.   Indemnification Exclusion for Collateral
Sources.  Notwithstanding the foregoing provision of this
Section 8.03, indemnification shall not be required for any
Liability or Expenses to the extent the same have been paid or
are covered under any collectible insurance policy or are
otherwise paid or reimbursed by any third party under a legal
or contractual obligation to do so.
     
          D.   Reliance on Applicable Corporation Law or
Bylaw.  Without intending to limit the generality of the
indemnification rights provided under subsections 8.03(A) and
(B) above, the Corporation shall indemnify a Director or
Officer for all Liability and Expenses with respect to any
Claim against such person in a Proceeding which is based, in
whole or in part, on such person's reliance on the validity of
any provision of the Applicable Corporation Law or these
Bylaws, even though it is thereafter determined that such
provision was invalid or otherwise could not have justifiably
been relied upon.
     
     8.04.     Procedural Requirements for Determination That
                Indemnification is Proper.
               -----------------------------------------------
     
          A.   Written Request for Indemnification.  A
Director or Officer who seeks indemnification shall make a
written request therefor to the Corporation, selecting a means
for determining his or her right to indemnification as
provided under subsection 8.04(B) hereof.
     
          B.   Determination of Indemnification.  Within 60
days of receipt by the Corporation of the Director's or
Officer's request for indemnification, a determination shall
be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a
Breach of Duty and, as a result, is or is not entitled to
indemnification under this Article.  Such determination shall
be made:
     
               (1)  by majority vote of a Disinterested
Majority if so designated by the Director or Officer seeking
indemnification.  If a Disinterested Majority cannot be
obtained, the Director or Officer may designate that such
determination be made by a majority vote of a committee duly
appointed by the Board of Directors and consisting solely of
two or more directors not at the time Parties to the same or
related Proceedings.  Directors who are Parties to the same or
related Proceedings may participate in the designation of
members of the committee;
     
               (2)  by independent legal counsel if so
designated by the Director or Officer; provided that such
counsel shall be mutually selected by such Director or Officer
and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the
Board of Directors, including Directors who are Parties to the
same or related Proceedings;
     
               (3)  by a panel of three arbitrators if so
designated by the Director or Officer, which shall be selected
from the panel of arbitrators of the American Arbitration
Association in Milwaukee, Wisconsin; provided, that (xx) one
arbitrator shall be selected by such Director or Officer, the
second arbitrator shall be selected by a Disinterested
Majority or, if a Disinterested Majority cannot be obtained,
then by a majority vote of the Board of Directors, including
Directors who are Parties to the same or related Proceedings,
and the third arbitrator shall be selected by the two
previously selected arbitrators, and (yy) in all other
respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration
Rules, except the fees of all arbitrators shall be shared
equally by the Corporation and the Director or Officer; or
     
               (4)  by a court if so designated by the
Director or Officer, pursuant to and in accordance with the
Applicable Corporation Law.
     
               The results and basis of the determination made
hereunder shall be submitted in writing to the Corporation and
the Director or Officer (the "Indemnity Decision").
     
          C.   No Presumption Created.  The termination of a
Proceeding by judgment, order, settlement or conviction, or
upon a plea of no contest or an equivalent plea, does not, by
itself, create a presumption that indemnification of the
requested amount of Liabilities and Expenses of the Director
or Officer is not required.
     
          D.   Payment of Liabilities and Expenses; Waiver of Claims.
               ------------------------------------------------------
     
               (1)  If it is determined that indemnification
is required hereunder, the Corporation shall pay the Director
or Officer the entire requested amount of Liabilities and
Expenses (net of any Expenses previously advanced pursuant to
Section 8.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director
or Officer is entitled to indemnification against Liabilities
and Expenses incurred in connection with some Claims, but not
as to others (such as if Claims are asserted to involve some
conduct constituting a Breach of Duty and other conduct which
does not), payment of the Liability and Expenses shall be
apportioned by applying the following:
     
                    (a)  If the Director or Officer sustains
Liability for equal dollar amounts to a given party or person
under two or more Claims arising from the same general
conduct, transaction or series of events (even though
divisible for purposes of establishing Liability), one of
which would require indemnification and the other of which
would not, it shall be conclusively presumed that the
Liability and all Expenses related thereto were sustained and
incurred solely with respect to the Claim for which
indemnification is required; and if the Director or Officer
sustains Liability and Expenses for different dollar amounts
to a given party or person under two or more Claims arising
from the same general conduct, transaction or series of events
(even though divisible for purposes of establishing
Liability), one of which would require indemnification and the
other of which would not, it shall be conclusively presumed
that the Liability for which indemnification is required is
the sole Liability up to the dollar amount thereof (the
"covered Liability") and the Liability for which
indemnification is not required (the "Non-Covered Liability")
is reduced by the amount of the Covered Liability (resulting
in a "Net Non-Covered Liability") and the Expenses shall be
apportioned on the basis of the respective amounts of the
Covered Liability and the Net Non-Covered Liability such that
the Director or Officer shall be entitled to indemnification
for the Covered Liability and the apportioned Expenses
attributable to such Covered Liability.  The foregoing shall
apply regardless of whether the Claim for the Non-Covered
Liability and the resulting Expenses in defense thereof occurs
prior to or following assertion of the Claim for the Covered
Liability and regardless of the actual time, effort and
Expenses involved in defense of the respective Claims.
     
               (2)  The Corporation waives all right and
claims against each Director and Officer for indemnification
which may otherwise exist or arise under common law principles
for Liabilities and/or Expenses incurred by the Corporation as
a result of the negligence or alleged negligence of the
Director or Officer, except in instances where such
Liabilities and/or Expenses are incurred as a result of
activities by the Director or Officer constituting a Breach of
Duty.
     
          E.   Binding Effect.  An Indemnity Decision finding
that indemnification is required hereunder shall be binding
upon the Corporation, unless unsupported by any credible or
resulting from a clearly erroneous application of substantive
law.
     
     8.05.     Advancement of Expenses.
               -----------------------
     
          A.   Procedure.  Upon written request by a Director
or Officer who is a non-Party witness or a Party to a
Proceeding, the Corporation shall pay or reimburse from time
to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such
request accompanied by: (i) an executed written certificate
affirming the Director's or Officer's good faith belief that
(s)he has not breached or failed to perform his or her duties
to the Corporation by engaging in conduct constituting a
Breach of Duty; (ii) an executed written undertaking by the
Director or Officer to repay any advances made under this
Section if it is ultimately determined that the Director or
Officer is not entitled to be indemnified by the Corporation,
and (iii) written evidence of the Expenses incurred.
     
          B.   Ability to Repay; Undertaking to be Unsecured.
The undertaking provided in this Section shall be accepted by
the Corporation without reference to the Directors' or
Officers' ability to repay the allowance.  The undertaking
shall be unsecured and the Director or Officer shall not be
required to pay interest on such amounts prior to a final
determination that repayment is required.
     
     8.06.     Right of Director or Officer to Bring Suit.  If
an Indemnity Decision is not issued within the time specified
or such Indemnity Decision finds that the Director or Officer
is not entitled to indemnification or the Corporation fails to
make prompt payment pursuant to an Indemnity Decision, or a
request for an advancement of Expenses under Section 8.05 is
refused, the Director or Officer may at any time thereafter
bring suit against the Corporation to recover the unpaid
Liability and/or Expense.  If successful in whole or in part
in any such suit, or in a suit brought by the Corporation to
recover an advancement or Expenses pursuant to the terms of an
undertaking, the Director or Officer shall be entitled to
recover the expense of successfully prosecuting or defending
such suit.  If the Director or Officer engaged in conduct
constituting a Breach of Duty, such fact: (i) shall be a
defense to any claim for indemnification against the
Corporation (except for advancement of Expenses prior to
completion of a Proceeding); and (ii) shall entitle the
Corporation to recover all Expenses advanced prior to
completion of the Proceeding pursuant to the terms of the
undertaking once such fact has been established or admitted by
the Director or Officer.
     
          An Indemnity Decision finding that indemnification
of the Director or Officer is not required shall not be
binding on the Director or Officer and shall not create a
presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty.  In any suit brought by
the Director or Officer to enforce a right to indemnification
or to an advancement of Expenses hereunder or as otherwise
provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to
the terms of an undertaking, the burden of proving that the
Director or Officer is not entitled to be indemnified or to
such advancement of Expenses, under this Article or otherwise
shall be on the Corporation.
     
     8.07.     Permissible Considerations.  A Director or
Officer, in the discharge of his or her duties to the
Corporation and in making any decision or performing any other
act in such capacity, is not limited to considering only the
economic interests of shareholders in determining what is best
for the Corporation, but may also consider the following: (a)
the effects of the action on employees, suppliers and
customers of the Corporation; (b) effects on the community in
which the Corporation operates; and (c) any other factors the
Director or Officer considers pertinent.
     
     8.08.     Reliance by Directors or Officers.  A Director
or Officer (absent actual knowledge to the contrary) may rely
in the discharge of his or her duties to the Corporation on
information, opinions, reports or statements (any of which may
be written or oral, formal or informal, including financial
statements) and other financial data if prepared or presented
by any of the following: (a) an Officer or employee of the
Corporation whom the Director or Officer believes in good
faith is reliable and competent as to the matters presented or
as to which the Director or Officer has no compelling reason
to believe is not reliable or competent; (b) legal counsel,
public accountants or other persons as to matters the Director
or Officer believes in good faith are within the person's
professional or expert competence; and (c) information
presented to the Board of Directors by any person, officer,
employee or committee of the Board where it is believed in
good faith the report merits confidence or where the Director
or Officer has no compelling reason to believe it does not
merit confidence.
     
     8.09.     Insurance.  The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
Director or Officer against any Liability asserted against or
incurred by the individual in any such capacity or arising out
of his status as such, regardless of whether the Corporation
is required or authorized to indemnify such person for
Liability or Expenses under this Article.
     
     8.10.     Severability and Intent.  If any provision of
this Article shall be deemed invalid or inoperative, or if a
court of competent jurisdiction determines that any of the
provisions of this Article contravene public policy, this
Article 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, 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; it being
understood that it is the Corporation's intention to provide
the Directors and Officers with the broadest possible
protection against personal liability allowable under the
Applicable Corporation Law, and this Bylaw shall be liberally
construed in order to fulfill this intent, and in no event
shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid,
inoperative or in contravention of public policy render such
conduct a Breach of Duty.
     
     8.11.     Notice to the Corporation.  A Director or
Officer 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 or Officer hereunder unless the Corporation shall
have been irreparably prejudiced by such failure.
     
     8.12.     Indemnification and Allowance of Expenses of
Certain Others.
     
          A.   Employee of Authorized Agent.  The Board of
Directors may, in its sole and absolute discretion, by
majority vote or consent indemnify against Liabilities
incurred by, and/or provide for the advance of reasonable
Expenses of, an employee or authorized agent of the
Corporation acting within the scope of his or her duties as
such, even if such employee or agent is not a Director or
Officer.
     
          B.   Indemnity Agreements.  The Board of Directors,
by majority vote or consent, may authorize the Corporation to
enter written indemnity agreements with: (i) any Director or
Officer of the Corporation, which may further expand the
indemnification rights provided under these Bylaws or the
Applicable Corporation Law; and (ii) any employee or agent of
the Corporation, which may extend to such person the same,
greater or lesser rights of indemnification and reliance as
those afforded to Directors and Officers under this Article.
     
     8.13.     Amendment.  This Article may only be altered,
amended or repealed by a vote of not less than two-thirds of
the Corporation's outstanding Class A common stock entitled to
vote, provided, however, that the Board of Directors may alter
or amend this Article without such stockholder approval if any
such alteration or amendment is (a) made in order to conform
to any amendment or revision of the Applicable Corporation
Law, which (i) expands or permits the expansion of a
Director's or Officer's right to indemnification thereunder;
(ii) limits or eliminates, or permits the limitation or
elimination of, the liability of a Director or Officer; or
(iii) is otherwise beneficial to the Directors and Officers or
(b) an alteration or amendment which is otherwise deemed by
the Board of Directors to be an immaterial modification.  No
amendment of this Article shall terminate, reduce or impair a
Director's or Officer's rights to indemnification for any act,
occurrence or event taking place prior to the effective date
of such amendment and delivery of notice thereof to such
Director or Officer, regardless of when any claim relating
thereto is actually asserted.
     
     8.14.     Nonexclusivity of Article VIII.  The rights of
a Director or Officer (or any other person) granted under this
Article shall not be deemed exclusive of any other rights to
indemnification against Liabilities or allowance of Expenses
which the Director or Officer (or such other person) may be
entitled to under any written agreement, Board of Directors
resolution, vote of shareholders of the Corporation or under
the Applicable Corporation Law or otherwise.  Nothing
contained in this Article shall be deemed to limit the
Corporation's obligations to indemnify against Liabilities or
allow expenses to a Director or Officer under the Applicable
Corporation Law.
     
     8.15.     Transactions with the Corporation.  The Board
of Directors may from time to time authorize transactions by
Officers, Directors and employees with the Corporation, and
may authorize lending money and granting credit of the
Corporation to or for the use of such Officers Directors and
employees, providing that the Directors who vote for or assent
to the making of a loan to an Officer or Director of the
Corporation shall be jointly and severally liable to the
Corporation for the amount of such loan until full repayment
thereof, unless such Directors shall sustain the burden of
proof that such loan was made for a proper business purpose.
     
          Any contract or other transaction between the
Corporation and one or more of its Directors, or between the
Corporation and any firm of which one or more of its Directors
are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of
which one or more of its Directors are shareholders, members,
directors, officers, or employees, or in which they are
interested, shall be valid for all purposes, notwithstanding
the presence of such Director(s) at the meeting of the Board
of Directors of the Corporation which acts upon, or in
reference to, such contract or transaction; and
notwithstanding his or their participation in such action, if
the fact of such interest shall be disclosed or known to the
Board of Directors and the Board of Directors shall,
nevertheless, authorize, approve or ratify such contract or
transaction by a vote of a majority of the Directors present,
such interested Director or Directors to be counted in
determining whether a quorum is present, but not to be counted
in calculating the majority of such quorum necessary to carry
such vote.  This Section shall not be construed to invalidate
any contract or other transaction which would otherwise be
valid under the common and statutory law applicable thereto.


                          ARTICLE IX
                               
                            GENERAL
                            -------   

     9.01.     Seal.  The Board of Directors shall provide a
corporate seal which shall be circular in form and shall have
inscribed thereon the name of the corporation and the words
"Corporate Seal, Wisconsin."
     
     
                           ARTICLE X
                               
                          AMENDMENTS
                          ----------

     10.01.    By Shareholders.  These by-laws may be altered,
amended or repealed and new by-laws may be adopted by the
shareholders by affirmative vote of not less than a majority
of the shares present or represented at any annual or special
meeting of the shareholders at which a quorum is in
attendance; provided however, that the power to alter or amend
all or any part of Section 2.13, Article V, Section 7.09 and
this Article X of these By-Laws is hereby exclusively vested
in the Board of Directors.
     
     10.02.    By Directors.  These by-laws may also be
altered, amended or repealed and new by-laws may be adopted by
the Board of Directors by affirmative vote of a majority of
the number of directors present at any meeting at which a
quorum is in attendance; but no by-law adopted by the
shareholders shall be amended or repealed by the Board of
Directors if the by-law so adopted so provides.  The power to
alter or amend all or any part of Section 2.13, Article V,
Section 7.09 and this Article X is exclusively vested in the
Board of Directors.
     
     10.03.    Implied Amendments.  Any action taken or
authorized by the shareholders or by the Board of Directors,
which would be inconsistent with the by-laws then in effect
but is taken or authorized by affirmative vote of not less
than the number of shares or the number of directors required
to amend the by-laws so that the by-laws would be consistent
with such action, shall be given the same effect as though the
by-laws had been temporarily amended or suspended so far, but
only so far as is necessary to permit the specific action so
taken or authorized.