EXHIBIT 2
"ARTICLE XII. SHAREHOLDER RIGHTS PLANS
The Company shall not adopt any shareholder rights plan, share purchase rights
plan, or similar agreement, generally known as a "poison pill," which has the
purpose or effect of discouraging the acquisition of a block of stock in excess
of a specified threshold of the Company's stock and/or merger or other
transaction between a significant shareholder and the Company, unless such plan
or agreement has previously been approved by holders of the outstanding shares
of Common Stock at an annual or special meeting of shareholders in accordance
with the Wisconsin Business Corporation Law. The Company shall redeem any such
plan or agreement in effect as of the date of this Bylaw, including without
limitation the shareholder rights plan that was adopted by the Company in August
2001. Notwithstanding any other provision of these Bylaws, this Bylaw may not be
amended, modified, or repealed by the Board of Directors of the Company. "
