AS ADOPTED ONDECEMBER
11, 2003

# BYLAWSOF

# FRESH BRANDS, INC.(a
Wisconsin corporation)

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# TABLE OF CONTENTS

|ARTICLE I OFFICES                                      | 1
|------------------------------------------------------ | -
|1.01 Principal and Business Offices                    | 1
|1.02 Registered Office                                 | 1
|ARTICLE II SHAREHOLDERS                                | 1
|2.01 Place of Meetings                                 | 1
|2.02 Annual Meeting                                    | 1
|2.03 Special Meetings                                  | 1
|2.04 Notice of Shareholders' Meetings                  | 1
|2.05 Meetings Without Notice                           | 2
|2.06 Voting of Shares                                  | 2
|2.07 Quorum                                            | 2
|2.08 Conduct of Meetings                               | 2
|2.09 Fixing of Record Date                             | 2
|ARTICLE III BOARD OF DIRECTORS                         | 2
|3.01 General Powers and Number                         | 2
|3.02 Qualifications                                    | 3
|3.03 Regular Meetings                                  | 3
|3.04 Special Meetings                                  | 3
|3.05 Notice; Waiver                                    | 3
|3.06 Quorum                                            | 4
|3.07 Manner of Acting                                  | 4
|3.08 Conduct of Meetings                               | 4
|3.09 Chairman of the Board; Vice Chairman of the Board | 4
|3.10 Vacancies                                         | 4
|3.11 Compensation                                      | 5
|3.12 Presumption of Assent                             | 5
|3.13 Committees                                        | 5
|3.14 Telephonic Meetings                               | 6
|3.15 Action without Meeting                            | 6
|ARTICLE IV OFFICERS                                    | 6
|4.01 Number                                            | 6
|4.02 Election and Term of Office                       | 7
|4.03 Removal                                           | 7
|4.04 Resignation                                       | 7
|4.05 Vacancies                                         | 7
|4.06 President                                         | 7
|4.07 The Vice Presidents                               | 7
|4.08 The Secretary                                     | 8
|4.09 The Treasurer                                     | 8
|4.10 Assistant Secretaries and Assistant Treasurers    | 8
|4.11 Other Assistants and Acting Officers              | 9

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|ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS | 9 
|----------------------------------------------------------------------- | --
|5.01 Contracts                                                          | 9 
|5.02 Loans                                                              | 9 
|5.03 Checks, Drafts, etc                                                | 9 
|5.04 Deposits                                                           | 9 
|5.05 Voting of Securities Owned by this Corporation                     | 9 
|ARTICLE VI CERTIFICATES FOR SHARES; TRANSFER OF SHARES                  | 10
|6.01 Certificates for Shares                                            | 10
|6.02 Facsimile Signatures and Seal                                      | 10
|6.03 Signature by Former Officers                                       | 10
|6.04 Transfer of Shares                                                 | 10
|6.05 Restrictions on Transfer                                           | 11
|6.06 Lost, Destroyed or Stolen Certificates                             | 11
|6.07 Consideration for Shares                                           | 11
|6.08 Stock Regulations                                                  | 11
|ARTICLE VII SEAL                                                        | 11
|ARTICLE VIII INDEMNIFICATION                                            | 11
|8.01 Certain Definitions                                                | 13
|8.02 Mandatory Indemnification of Directors and Officers                | 13
|8.03 Procedural Requirements                                            | 13
|8.04 Determination of Indemnification                                   | 13
|8.05 Mandatory Allowance of Expenses                                    | 14
|8.06 Indemnification and Allowance of Expenses of Certain Others        | 15
|8.07 Insurance                                                          | 15
|8.08 Notice to the Corporation                                          | 15
|8.09 Severability                                                       | 16
|8.10 Nonexclusivity of Article VIII                                     | 16
|8.11 Contractual Nature of Article VIII; Repeal or Limitation of Rights | 16
|ARTICLE IX AMENDMENTS                                                   | 16
|9.01 By Shareholders                                                    | 16
|9.02 By Directors                                                       | 16
|9.03 Implied Amendments                                                 | 16
|ARTICLE X SHAREHOLDER PROPOSALS                                         | 17
|10.01 Annual Meetings                                                   | 17
|10.02 Special Meetings                                                  | 18
|10.03 General                                                           | 19

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# 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 or by the registered agent. The business office of the registered agent of the
corporation shall be identical to such registered office.

# ARTICLE II  SHAREHOLDERS

2.01
Place of Meetings. Meetings of the shareholders of the corporation shall be held
at such place as may be designated from time to time by resolution of the Board of
Directors of the corporation. If no such place is designated, then the meeting shall be
held at the general office of the corporation in Sheboygan County, Wisconsin.

2.02
Annual Meeting. The annual meeting of the shareholders shall be held on the second
Wednesday of May of each year or at such other date as may be fixed by resolution of the
Board of Directors. In fixing a meeting date for any annual meeting, the Board of
Directors may consider such factors as it deems relevant within the good faith exercise
of its business judgment.

2.03
Special Meetings. Special meetings of the shareholders may be called by any
officer of the corporation, the Board of Directors, or by the holders of not less than
one tenth of all the shares entitled to vote at the meeting.

2.04
Notice of ShareholdersMeetings. 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 ten nor more than fifty days
before the date of the meeting, either personally or by mail, by or at the direction of
the president, the secretary, or the officer or person 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 or similar records of
the corporation, with postage thereon prepaid.

2.05
Meetings Without Notice. Any meeting of the shareholders of the corporation at
which all of the shareholders entitled to vote are present, either in person or by proxy,
shall be a legal meeting of the shareholders without notice. The shareholders may
transact any business at such meeting which may lawfully be transacted at any meeting of
the shareholders regularly called and notified.

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2.06
Voting of Shares. Each outstanding share, entitled to vote, shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder
may vote either in person or by proxy appointed in writing by the shareholder, or by his
duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.

2.07
Quorum. A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at the meeting of shareholders. If a quorum is not
present at a meeting, the majority present in person or by proxy may adjourn from time to
time, without notice other than by announcement at the meeting, until the holders of the
amount of shares requisite to constitute a quorum shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally notified.

2.08
Conduct of Meetings. The Chairman of the Board, and in his absence, the Vice
Chairman of the Board, and in his absence, the President, and in his absence, a Vice
President in the order provided under Section 4.07, and in their absence, any
director chosen by the directors present, in their absence, any shareholder entitled to
vote 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 officer may appoint any shareholder entitled to vote to act as
secretary of the meeting.

2.09
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
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 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 seventy 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 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 has been made as provided in this section, such
determination shall be applied to any adjournment thereof.

# ARTICLE III  BOARD OF
DIRECTORS

3.01
General Powers and Number. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation managed under the direction
of, the Board of Directors. The number of directors of the corporation shall be
determined from time to time by the Board of Directors and shall be divided into three
classes designated as Class I, Class II and Class III, respectively.

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At
the first annual meeting of shareholders, the Class I directors shall be elected, at the
second annual meeting of shareholders the Class II directors shall be elected and at the
third annual meeting of shareholders the Class III directors shall be elected. Each
director shall be elected for a term to expire at the third annual meeting of shareholders
after his or her election, and until their successors are elected and qualify.

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
of Directors or to the corporation. A directors resignation is effective when the
notice is delivered unless the notice specifies a later effective date.

From
time to time, the Board of Directors may elect one or more former or retiring directors as
Directors Emeritus of the corporation. Directors Emeritus shall be invited to attend and
participate in all meetings of the Board of Directors (and shall be provided with all
information and documents provided to directors generally) but shall not have a vote on
any matter before the Board of Directors and shall not be counted in determining the
presence of a quorum at any meeting of the Board of Directors. Each Director Emeritus of
the corporation shall be deemed a Director for purposes of Article VIII
of these bylaws and shall be entitled to such compensation as may be determined by the
Board of Directors.

3.02
    Qualifications.  Directors  need not be  residents  of the State of Wisconsin or
 shareholders  of the  corporation.  No other restrictions, limitations or qualifications
may be imposed on individuals for service as a director.

3.03
Regular Meetings. A regular meeting of the Board of Directors shall be held
without other notice than this bylaw 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 communicated to the directors at or prior to such meeting of
shareholders. To the extent practicable, the date, time and place, either within or
without the State of Wisconsin, for the holding of additional regular meetings of the
Board of Directors shall be communicated amongst and generally agreed upon by the
directors at any meeting of the Board of Directors.

3.04
Special Meetings. Special meetings of the Board of Directors may be called by or
at the request of the President or any two directors. The President or Secretary 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, 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.

3.05
Notice; Waiver. Notice of each special meeting of the Board of Directors shall be
given by written notice delivered or communicated in person, by telegraph, 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 such director shall
have designated in writing filed with the Secretary, in each case not less than
twenty-four 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 mailed, such notice shall be deemed to be effective when deposited in the
United States mail so addressed, with postage thereon prepaid. If notice is given by
telegram, such notice shall be deemed to be effective when the telegram is delivered to
the telegraph company. If notice is 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 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.

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3.06
Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law or
by the articles of incorporation or these bylaws, a majority of the number of directors
specified in Section 3.01 of these bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. Except as otherwise
provided by the Wisconsin Business Corporation Law or by the articles of incorporation or
by these bylaws, a quorum of any committee of the Board of Directors created pursuant to
Section3.13 hereof shall consist of a majority of the number of directors
appointed to serve on the committee. A majority of the directors present (though less
than such quorum) may adjourn any meeting of the Board of Directors or any committee
thereof, as the case may be, from time to time without further notice.

3.07
Manner of Acting. The affirmative vote of a majority of the directors present at a
meeting of the Board of Directors or a committee thereof at which a quorum is present
shall be the act of the Board of Directors or such committee, as the case may be, unless
the Wisconsin Business Corporation Law, the articles of incorporation or these bylaws
require the vote of a greater number of directors.

3.08
Conduct of Meetings. The Chairman of the Board, and in his absence, the Vice
Chairman of the Board, and in his absence, the President, and in his absence, a Vice
President in the order provided under Section 4.07, 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 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.

3.09
Chairman of the Board; Vice Chairman of the Board. In addition to their duties set
forth in Section 3.08, the Chairman of the Board and Vice Chairman of the Board shall
also perform all other functions and duties as may be assigned to them by the Board of
Directors. Both the Chairman of the Board and Vice Chairman of the Board shall have
authority to sign documents and instruments in the absence of the President.

3.10
Vacancies. Except as provided below, any vacancy occurring in the Board of
Directors, including a vacancy resulting from an increase in the number of directors, may
be filled by any of the following: (a) the shareholders; (b)the Board of
Directors; or (c) if the directors remaining in office constitute fewer than a quorum of
the Board of Directors, the directors, by the affirmative vote of a majority of all
directors remaining in office. If the vacant office was held by a director elected by a
voting group of shareholders, only the holders of shares of that voting group may vote to
fill the vacancy if it is filled by the shareholders, and only the remaining directors
elected by that voting group may vote to fill the vacancy if it is filled by the
directors. A vacancy that will occur at a specific later date, because of a resignation
effective at a later date or otherwise, may be filled before the vacancy occurs, but the
new director may not take office until the vacancy occurs. Any vacancy resulting from a
directors death, resignation, removal, disqualification or otherwise shall be
filled for the unexpired portion of such directors term.

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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, officers or otherwise, or may delegate such authority to an
appropriate committee. The Board of Directors also shall have authority to provide for or
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.

3.12
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 Section
3.13 hereof, when corporate action is taken, 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s dissent or abstention from the action
taken is entered in the minutes of the meeting; or (c) the director delivers written
notice that complies with the Wisconsin Business Corporation Law of his or her dissent or
abstention to the presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting. Such right of dissent or
abstention shall not apply to a director who votes in favor of the action taken.

3.13
Committees. The Board of Directors, by resolution adopted by the affirmative vote
of a majority of all of the directors then in office, may create one or more committees,
appoint members of the Board of Directors to serve on the committees and designate other
members of the Board of Directors to serve as alternates. Each committee shall have two
or more members who shall, unless otherwise provided by the Board of Directors, serve at
the pleasure of the Board of Directors. A committee may be authorized to exercise the
authority of the Board of Directors, except that a committee may not do any of the
following: (a) authorize distributions; (b) approve or propose to shareholders
action that the Wisconsin Business Corporation Law requires to be approved by
shareholders; (c) 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 the remaining committee members, on any Board committee; (d) amend
the corporations articles of incorporation; (e) adopt, amend or repeal bylaws; (f)
approve a plan of merger not requiring shareholder approval; (g) authorize or approve
reacquisition of shares, except according to a formula or method prescribed by the Board
of Directors; and (h) 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. 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.

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3.14
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 Section 3.13 hereof) may
participate in regular or special meetings by, or through the use of, any means of
communication by which all participants may simultaneously hear each other, such as by
conference telephone. If a meeting is conducted by such means, then at the commencement
of such meeting the presiding officer shall inform the participating directors that a
meeting is taking place at which official business may be transacted. Any participant in
a meeting by such means shall be deemed present in person at such meeting. If action is
to be taken at any meeting held by such means on any of the following: (a) a plan of
merger or share exchange; (b) a sale, lease, exchange or other disposition of substantial
property or assets of the corporation; (c) a voluntary dissolution or the revocation of
voluntary dissolution proceedings; or (d) a filing for bankruptcy, then the identity of
each director participating in such meeting must be verified by the disclosure at such
meeting by each such director of each such directors social security number to the
secretary of the meeting before a vote may be taken on any of the foregoing matters. For
purposes of the preceding clause (b), the phrase sale, lease, exchange or other
disposition of substantial property or assets shall mean any sale, lease, exchange
or other disposition of property or assets of the corporation having a net book value
equal to 20% or more of the net book value of the total assets of the corporation on and
as of the close of the fiscal year last ended prior to the date of such meeting and as to
which financial statements of the corporation have been prepared. Notwithstanding the
foregoing, no action may be taken at any meeting held by such means on any particular
matter which the presiding officer 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.

3.15
Action without Meeting. Any action required or permitted by the Wisconsin Business
Corporation Law to be taken at a meeting of the Board of Directors or a committee thereof
created pursuant to Section 3.13 hereof may be taken without a meeting if the
action is taken by all members of the Board or of the committee. The action shall be
evidenced by one or more written consents describing the action taken, signed by each
director or committee member and retained by the corporation. Such action shall be
effective when the last director or committee member signs the consent, unless the
consent specifies a different effective date.

# ARTICLE IV  OFFICERS

4.01
Number. The principal officers of the corporation shall be a President, the number
of Vice Presidents as authorized from time to time by the Board of Directors, 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. The Board of Directors may also authorize any duly
authorized officer to appoint one or more officers or assistant officers. Any two or more
offices may be held by the same person.

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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 is practicable. Each officer shall hold office until his or her
successor shall have been duly elected or until his or her prior death, resignation or
removal.

4.03
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 or assistant
officer appointed by that officer, at any time, with or without cause and notwithstanding
the contract rights, if any, of the officer removed. The election or appointment of an
officer does not of itself create contract rights.

4.04
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.

4.05
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 4.04 hereof, 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.

4.06
President. The President shall be the principal executive officer of the
corporation and, subject to the direction of the Board of Directors, shall in general
supervise and control all of the business and affairs of the corporation. In the absence
of the Chairman and the Vice Chairman, the President shall, when present, preside at all
meetings of the directors and shareholders. 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 President and such other duties as may be prescribed by the
Board of Directors from time to time.

4.07
The Vice Presidents. In the absence of the President or in the event of the
Presidents 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 President (or, in
the event there be more than one Vice President, the Executive Vice President, or in his
absence the Vice Presidents in the order designated by the Board of Directors, or in the
absence of any 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, certificates for shares of the corporation; and shall perform such
other duties and have such authority as from time to time may be delegated or assigned to
him or her by the President or by the Board of Directors. The execution of any instrument
of the corporation by any Vice President shall be conclusive evidence, as to third
parties, of his or her authority to act in the stead of the President.

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4.08
The Secretary. The Secretary shall: (a) keep minutes of the meetings of the
shareholders and of the Board of Directors (and of committees thereof) in one or more
books provided for that purpose (including records of actions taken by the shareholders
or the Board of Directors (or committees thereof) 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 addresses of all shareholders, by class or
series of shares and showing the number and class or series of shares held by each
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 by the President or by the Board of Directors.

4.09
The 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 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 depositaries as shall be selected in
accordance with the provisions of Section 5.04; and (d) 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 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 or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

4.10
Assistant Secretaries and Assistant Treasurers. There shall be such number of
Assistant Secretaries and Assistant Treasurers as the Board of Directors or the President
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.

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4.11
Other Assistants and Acting Officers. The Board of Directors and the President
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,
the President or the appointing officer.

# ARTICLE V  CONTRACTS, LOANS, CHECKSAND DEPOSITS; SPECIAL CORPORATE ACTS

5.01
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, if any,
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.

5.02
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.

5.03
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.

5.04
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.

5.05
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 in 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,
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.

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# ARTICLE VI  CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.01
Certificates for Shares. Certificates representing shares of 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 one or more of
the Chairman of the Board, President, a Vice President, the Secretary and another officer
of the corporation. 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 6.06.

6.02
Facsimile Signatures and Seal. The seal of the corporation, if any, on any
certificates for shares may be a facsimile. The signature of the Chairman of the Board,
President, Vice President, Secretary and other officer of the corporation upon a
certificate may be facsimiles if the certificate is manually signed on behalf of a
transfer agent, or a registrar, other than the corporation itself or an employee of the
corporation.

6.03
Signature by Former Officers. The validity of a share certificate is not affected
if a person who signed the certificate (either manually or in facsimile) no longer holds
office when the certificate is issued.

6.04
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 have
and 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 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.

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6.05
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.

6.06
Lost, Destroyed or Stolen Certificates. Where the owner claims that certificates
for shares have 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, (b) files with the
corporation a sufficient indemnity bond if required by the Board of Directors or any
principal officer, and (c) satisfies such other reasonable requirements as may be
prescribed by or under the authority of the Board of Directors.

6.07
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 issued 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.

6.08
Stock Regulations. The Board of Directors shall have the power and authority to
make all such further rules and regulations not inconsistent with law as it may deem
expedient concerning the issue, transfer and registration of shares of the corporation.

# ARTICLE VII  SEAL

The
Board of Directors may provide for a corporate seal for the corporation.

# ARTICLE VIII  INDEMNIFICATION

8.01
Certain Definitions. All capitalized terms used in this Article VIII and not
otherwise hereinafter defined in this Section 8.01 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 VIII 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.

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(b)              Authority shall
mean the entity selected by the Director or Officer           to determine his or her
right to indemnification pursuant to Section           8.04.

(c)              Board shall
mean the entire elected and serving Board of Directors           of the Corporation,
including all Directors Emeritus, and all members of the           Board of Directors of
the Corporation and Directors Emeritus 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           8.04, to
constitute misconduct under Section 180.0851(2)(a) l, 2, 3 or 4 of           the Statute.

(e)              Corporation, as
used herein and as defined in the Statute and           incorporated by reference into
the definitions of certain other capitalized           terms used herein, shall mean this
Corporation, including, without limitation,           any successor corporation or entity
to this 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 and shall
also include all Directors Emeritus for purposes of the           definition of Director under
this Article VIII; provided, that, for           purposes of this Article VIII, 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 VIII, the term Party shall also           include any Director or
Officer or employee of the Corporation 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, in accordance with
Section 180.0859 of the Statute and for           purposes of this Article VIII, the term
Proceeding shall also           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 any such Proceeding under this           subsection (iv) must be 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,           as the same shall then
be in effect, 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.

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8.02
Mandatory Indemnification of Directors and Officers. 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.

8.03
Procedural Requirements.

(a)          A
Director or Officer who seeks indemnification under Section 8.02 shall
          make a written request therefor to the Corporation. Subject to Section
          8.03(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 8.05).

(b)
          No indemnification shall be required to be paid by the Corporation pursuant to
Section 8.02 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 8.03(b), the Board
shall           immediately authorize by resolution that an Authority, as provided in Section
          8.04, 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 affirmatively 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 Director or Officer immediately.

8.04
Determination of Indemnification.

(a)          If
the Board authorizes an Authority to determine a Directors or           Officers
right to indemnification pursuant to Section8.03, 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;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)          A
panel of three arbitrators selected from the panels of arbitrators of the
          American Arbitration Association in 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 (other than this Article VIII), 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.

(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 8.05), 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 against Liabilities incurred in connection with 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           8.04 by
either the Corporation or the Director or Officer, including,           without
limitation, all Expenses of the selected Authority, shall be paid by the
          Corporation.

8.05
Mandatory Allowance of Expenses.

(a)          The
Corporation shall pay or reimburse from time to time or at any time, 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:

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| | (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 8.05 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
          8.04.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)          If
the Director or Officer must repay any previously advanced Expenses pursuant           to
this Section 8.05, such Director or Officer shall not be required to           pay
interest on such amounts.

8.06
    Indemnification and Allowance of Expenses of Certain Others.

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

8.07
Insurance. The Corporation may purchase and maintain insurance on behalf of a
Director or Officer or any individual who is or was an employee or authorized 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 VIII.

8.08
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 or
Officers only, by an Authority selected pursuant to Section 8.04(a)).

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8.09
Severability. If any provision of this Article VIII shall be deemed invalid or
inoperative, or if a court of competent jurisdiction determines that any of the
provisions of this Article VIII contravene public policy, this Article VIII 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; 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 Statute.

8.10
Nonexclusivity of Article VIII. The rights of a Director, Officer or employee (or
any other person) granted under this Article VIII shall not be deemed exclusive of any
other rights to indemnification against Liabilities or allowance 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 VIII
shall be deemed to limit the Corporations obligations to indemnify against
Liabilities or allow Expenses to a Director, Officer or employee under the Statute.

8.11
Contractual Nature of Article VIII; Repeal or Limitation of Rights. This Article
VIII 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 VIII
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 omissions occurring prior to such repeal or limitation,
including, without limitation, the right to indemnification against Liabilities or
allowance of Expenses for Proceedings commenced after such repeal or limitation to
enforce this Article VIII with regard to acts, omissions or events arising prior to such
repeal or limitation.

# ARTICLE IX  AMENDMENTS

9.01
    By  Shareholders.  These bylaws may 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.

9.02
By Directors. Except as otherwise provided by the Wisconsin Business Corporation
Law, the articles of incorporation or these bylaws, these bylaws may also be amended or
repealed and new bylaws may be adopted by the Board of Directors 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 and provided,
further, that the Board of Directors shall have no power to amend or repeal any
provisions of Article II.

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 which
is taken or authorized by affirmative vote of not less than the number of shares 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.

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# ARTICLE X  SHAREHOLDER
PROPOSALS

10.01
Annual Meetings.

(a)              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 of shareholders by any shareholder of the corporation who (i)           is
a shareholder of record at the time of giving of notice provided for in this Section
10.01, (ii) is entitled to vote at the meeting, and (iii)           complies with the
notice procedures set forth in this Section 10.01.

(b)              For
nominations or other business to be properly brought before an annual           meeting
of shareholders by a shareholder, such 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 corporation not later than the           earlier of (i)
the date 45 days prior to the first anniversary (the           Anniversary Date)
of the date set forth, in the corporations           proxy statement for the last
annual meeting of shareholders held by the           corporation, as the date on which
the corporation first mailed definitive proxy           materials for such annual meeting
of shareholders and (ii) the later of (x) the           date 70 days prior to the annual
meeting of shareholders before which the           shareholder providing notice desires
to bring the business set forth in the           notice and (y) the date 10 days
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 the corporations
books, of such shareholder and           the beneficial owner or owners, if any, on whose
behalf the nomination or other           proposal is made; (B) the class and number of
shares of the corporation that 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 residential 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
Securities Exchange Act of 1934 (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.

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(c)              Notwithstanding
the foregoing provisions of this Section 10.01 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 45 days prior to the           Anniversary
Date, a shareholders notice required by this Section 10.01 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.

10.02
Special Meetings

(a)              Only
such business shall be conducted at a special meeting of the shareholders           of
the corporation as is described in the notice of such meeting sent to
          shareholders in accordance with Section 2.04 of these bylaws.

(b)              Nominations
of persons for election to the Board of Directors at a special           meeting of
shareholders at which directors are to be elected may be made a           shareholder
only if such shareholder (i) is a shareholder of record at the time           of giving
of notice of such meeting, (ii) is entitled to vote at the           meeting, and
(iii) complies with the notice procedures set forth in this Section 10.02.

(c)              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 ninety days prior to such special meeting and not later than           the
close of business on the later of (x) the date 60 days prior to such special
          meeting and (y) the date 10 days 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: (i) 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; (ii) the class and number of shares of the
corporation           which are beneficially owned by such shareholder or beneficial
owner or owners;           (iii) 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; (iv)           the name and residence address of the person or
persons to be nominated; (v) 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; (vi) 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
(vii) 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.

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10.03
General.

(a)              Only
persons who are nominated by or at the direction of the Board of Directors           or
nominated by shareholders of the corporation in compliance with the           procedures
set forth in this Article X shall be eligible to serve as           directors.
Only such business shall be conducted at an annual meeting or special           meeting
of shareholders as shall have been brought before such meeting by or at           the
direction of the Board of Directors or by a shareholder in compliance with           the
procedures set forth in this Article X. The chairman of any meeting           of
shareholders 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 Article X and, if any proposed
          nomination or business is not in compliance with this Article X, to
          declare that such defective proposal shall be disregarded.

(b)              For
purposes of this Article X, public announcement shall           mean
disclosure in a press release reported by the Dow Jones News Service,
          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.

(c)              In
addition to complying with the foregoing provisions of this Article X,           a
shareholder shall comply with all applicable requirements of the Exchange Act
          and the rules and regulations thereunder with respect to the matters set forth
          in this Article X. Nothing in this Article X 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.

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