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<SEC-DOCUMENT>0000897069-02-001008.txt : 20021226
<SEC-HEADER>0000897069-02-001008.hdr.sgml : 20021225
<ACCEPTANCE-DATETIME>20021226155241
ACCESSION NUMBER:		0000897069-02-001008
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20020927
FILED AS OF DATE:		20021226

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			JOHNSON OUTDOORS INC
		CENTRAL INDEX KEY:			0000788329
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3949]
		IRS NUMBER:				391536083
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-16255
		FILM NUMBER:		02869138

	BUSINESS ADDRESS:	
		STREET 1:		1326 WILLOW RD
		CITY:			STURTEVANT
		STATE:			WI
		ZIP:			53177
		BUSINESS PHONE:		4148841500

	MAIL ADDRESS:	
		STREET 1:		1326 WILLOW RD
		STREET 2:		STE400
		CITY:			STURTEVANT
		STATE:			WI
		ZIP:			53177

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JOHNSON WORLDWIDE ASSOCIATES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>irm35.txt
<DESCRIPTION>FORM 10-K
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

           [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended September 27, 2002

                                       OR

         [____] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                         Commission file number 0-16255

                              JOHNSON OUTDOORS INC.
             (Exact name of Registrant as specified in its charter)

               Wisconsin                                 39-1536083
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

                    555 Main Street, Racine, Wisconsin 53403
                    (Address of principal executive offices)

                                 (262) 631-6600
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

                    Securities registered pursuant to section
                               12(g) of the Act:

                      Class A common stock, $.05 par value

          Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [  ]

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. [ X ]

          As of November 1, 2002, 7,112,488 shares of Class A and 1,222,729
shares of Class B common stock of the Registrant were outstanding. The aggregate
market value of voting stock of the Registrant held by nonaffiliates of the
Registrant was approximately $35,653,472 on November 1, 2002.

          Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [  ] No [ X ]

          The aggregate market value of voting stock of the Registrant held by
nonaffiliates of the Registrant was approximately $45,075,294 on March 29, 2002.
================================================================================

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
- --------------------------------------------------------------------------------

                                          Part and Item Number of Form 10-K into
           Document                                 which Incorporated
- ----------------------------            ----------------------------------------

Johnson Outdoors Inc. Notice of         Part III, Items 10, 11, 12 and 13
Annual Meeting of  Shareholders
and Proxy Statement for the Annual
Meeting of Shareholders to be
held February 19, 2003.


  *   *   *   *   *   *   *   *   *   *   *   *   *   *   *   *   *   *   *

                    Table of Contents                                       Page
- ------------------------------------------------------------     ---------------

Business                                                                       1
Properties                                                                     5
Legal Proceedings                                                              5
Submission of Matters to a Vote of Security Holders                            5
Market for Registrant's Common Equity
 and Related Stockholder Matters                                               6
Selected Financial Data                                                        7
Management's Discussion and Analysis of Financial
 Condition and Results of Operations                                           8
Quantitative and Qualitative Disclosures about Market Risk                    16
Financial Statements and Supplementary Data                                   17
Changes in and Disagreements with Accountants on Accounting
 and Financial Disclosure                                                     17
Directors and Executive Officers of the Registrant                            17
Executive Compensation                                                        17
Security Ownership of Certain Beneficial Owners and Management                17
Certain Relationships and Related Transactions                                18
Controls and Procedures                                                       18
Exhibits, Financial Statement Schedules and Reports on Form 8-K               18
Signatures                                                                    20
Certifications                                                                21
Exhibit Index                                                                 23
Consolidated Financial Statements                                            F-1


Forward Looking Statements
Certain matters discussed in this 2002 Form 10-K and in the accompanying 2002
Annual Report are "forward-looking statements," intended to qualify for the safe
harbors from liability established by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements can generally be identified as
such because the context of the statement includes phrases such as the Company
"expects," "believes" or other words of similar meaning. Similarly, statements
that describe the Company's future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties which could cause actual results or outcomes to
differ materially from those currently anticipated. Factors that could affect
actual results or outcomes include changes in consumer spending patterns,
actions of companies that compete with the Company, the Company's success in
managing inventory, movements in foreign currencies or interest rates, the
success of suppliers and customers, the ability of the Company to deploy its
capital successfully and adverse weather conditions. Shareholders, potential
investors and other readers are urged to consider these factors in evaluating
the forward-looking statements and are cautioned not to place undue reliance on
such forward-looking statements. The forward-looking statements included herein
are only made as of the date of this 2002 Form 10-K and in the accompanying 2002
Annual Report and the Company undertakes no obligations to publicly update such
forward-looking statements to reflect subsequent events or circumstances.

<PAGE>

                                     PART I

ITEM 1. BUSINESS

Johnson Outdoors Inc. and its subsidiaries (the "Company") design, manufacture
and market outdoor recreation products in four businesses: Diving, Watercraft,
Outdoor Equipment and Motors. The Company's primary focus is innovation -
meeting consumer needs with breakthrough products that stand apart from the
competition and advance the Company's strong brand names. Its subsidiaries are
organized in a network that promotes entrepreneurialism and leverages best
practices and synergies, following the strategic vision set by headquarters. The
Company is controlled by Samuel C. Johnson, members of his family and related
entities.

The Company was incorporated in Wisconsin in 1987 as successor to various
businesses.

Diving

The Company is one of the world's largest manufacturers and distributors of
technical underwater diving products, which it sells under the Scubapro and
SnorkelPro names. The Company markets a full line of underwater diving and
snorkeling equipment, including regulators, stabilizing jackets, tanks, depth
gauges, masks, fins, snorkels, diving electronics and other accessories. The
Company is also a leading manufacturer of dive computers and other electronics
sold under the Aladin and Uwatec brands. Scubapro, Aladin and Uwatec products
are marketed to the high quality, premium priced segment of the market via
limited distribution to independent specialty dive stores worldwide. These
specialty dive stores generally provide a wide range of services to divers,
including sales, instruction, travel and repair service.

The Company focuses on maintaining Scubapro, Aladin and Uwatec as the market
leaders in innovation and new products. The Company maintains research and
development functions both in the United States and Europe and holds hundreds of
patents on proprietary products. Consumer advertising focuses on building the
brand and communicating exclusive features and benefits of the Scubapro/Uwatec
product lines. The companies advertising and dealer network reinforce the
Scubapro/Uwatec brands position as the industry's high quality and innovation
leader. The Company advertises its equipment in diving magazines, via website
and through dive specialty stores.

The Company also manufactures and markets diving buoyancy compensators under the
Scubapro brand.

The Company maintains manufacturing and assembly facilities in Switzerland,
Mexico, Italy and Indonesia and procures a majority of its proprietary rubber
and plastic products and components from third-party manufacturers.

Watercraft

The Company manufactures and markets canoes, kayaks, paddles, oars, recreational
sailboats, personal flotation devices and small thermoformed recreational boats
under the brand names Old Town, Carlisle Paddles, Ocean Kayak, Pacific Kayak,
Canoe Sports, Necky, Escape, Extrasport, Swiftwater, Leisure Life and Dimension.

The Company's Old Town Canoe subsidiary produces high quality canoes, kayaks and
accessories for family recreation, touring and tripping. The Company uses a
patented rotational-molding process for manufacturing polyethylene kayaks and
canoes to compete in the high volume, low and mid-priced range of the market.
These kayaks and canoes feature stiffer and more durable hulls than higher
priced boats. The Company also manufactures canoes from fiberglass, Royalex
(ABS) and wood. Carlisle Paddles, a manufacturer of canoe and kayak paddles and
rafting oars, supplies paddles and oars to the Company's other watercraft
businesses and also distributes directly through the accessories channels
mentioned below under the Carlisle brand.

The Company is a leading manufacturer of sit-on-top kayaks under the Ocean Kayak
and Pacific Kayak brands. In addition, the Company manufactures and markets high
quality Necky sea touring and whitewater kayaks; Escape recreational sailboats;
Extrasport and Swiftwater personal flotation devices; small thermoformed
recreational boats, including canoes, pedal boats, deck boats and tenders, under
the Leisure Life brand; the Dimension brand of kayaks; and other paddle and
watercraft accessory brands.

                                      -1-
<PAGE>
The Company's kayaks, canoes and accessories are sold primarily to specialty
stores and marine dealers, sporting goods stores and catalog and mail order
houses such as L. L. Bean(R), in the United States and Europe. Leisure Life
products are sold through marine dealers and large retail chains under several
brand identities.

The Company manufactures its Watercraft products in five locations in the United
States, one location in Canada and in New Zealand. The Company is also active in
Europe with most of the brands noted above.

The North American market for both canoes and kayaks has slowed over the past
year along with the economy. The Company believes, based on industry and other
data, that it has grown market share and continues to be a leading manufacturer
of canoes and kayaks in the United States in both unit and dollar sales.

Outdoor Equipment

The Company's Outdoor Equipment products include Eureka! military, commercial
and consumer tents and backpacks; Camp Trails backpacks; and Silva field
compasses.

Eureka! consumer tents and packs and Camp Trails backpacks compete primarily in
the mid- to high-price range and are sold in the United States and Canada
through independent sales representatives, primarily to sporting goods stores,
catalog and mail order houses and camping and backpacking specialty stores.
Marketing of the Company's tents and backpacks is focused on building the
Eureka! and Camp Trails brand names and establishing the Company as a leader in
tent design and innovation. The Company's camping tents and backpacks are
produced primarily by third-party manufacturing sources.

Eureka! camping tents have outside self-supporting aluminum and fiberglass
frames, allowing quicker and easier set-up, a design approach the Company
originated. Most Eureka! tents are made from breathable nylon. Eureka! camping
products are sold under license in Japan and Australia as well as by
distribution agreement in Europe. Eureka! commercial tents include party tents,
sold primarily to general rental stores, and other commercial tents sold
directly to tent erectors. Commercial tents are manufactured by the Company in
the United States.

Eureka! designs and manufactures large, heavy-duty tents and lightweight
backpacking tents for the military. The Company has three contracts for
production of both camping and commercial tents with the U.S. Armed Forces. In
1997, the Company was awarded contracts to produce a lightweight, two-man combat
tent for the Marine Corps and a modular, general purpose tent for the Army. The
Marine Corps contract was for 60 months and expired in August 2002. The Company
has open deliveries on orders placed before the contract expired. The Army
contract was for five years (base year and an option for four additional
ordering periods). The first three optional ordering periods were exercised and
the Army is currently in the final ordering period, which expires in December
2002. All material terms and obligations of these contracts have been and
continue to be satisfied. In September 2001, the Company was awarded a five-year
contract (base year and four optional years) to produce a four-person, extreme
cold weather tent for the Marine Corps. The U.S. Armed Forces are a significant
customer to the Outdoor Equipment business. Interruption or loss of the military
business could have a significant impact on sales and operating results of this
business. The Company has submitted a bid on a replacement contract for the
largest portion of its current military business and, based on its excellent
relationship and past performance, is optimistic regarding the potential for
additional contracts. The Company expects a decision on the open bid to be made
in 2003.

Camp Trails backpacks consist primarily of internal and external frame backpacks
for hiking and mountaineering, but also include soft back bags, day packs and
travel packs.

Silva field compasses, which are manufactured by third parties, are marketed
exclusively in North America, the area for which the Company owns Silva
trademark rights.

In September 2002, the Company sold its Jack Wolfskin business (consisting of
the marketing of high quality technical outdoor clothing, footwear, camping
tents, backpacks, travel gear and accessories). The Company's North American
Jack Wolfskin operations were not included in the sale. The Company plans to
exit these operations over the next year. See Note 4 to the Consolidated
Financial Statements for additional information.
                                      -2-
<PAGE>

Motors

The Company manufactures, under its Minn Kota name, battery powered motors used
on fishing boats and other boats for quiet trolling power or primary propulsion.
The Company's Minn Kota motors and related accessories are sold in the United
States, Canada, Europe and the Pacific Basin through large retail store chains
such as Wal-Mart, catalogs such as Bass Pro Shops and Cabelas, sporting goods
specialty stores, marine distributors, and original equipment manufacturers
(OEM) including Ranger(R) Boats, Lowe, Stratos/Javilin. Consumer advertising and
promotion include advertising on regional television and in outdoor, general
interest and sports magazines. Packaging and point-of-purchase materials are
used to increase consumer appeal and sales.

The Company has the leading market share of the U.S. electric fishing motor
market. While the overall motors market has generally been flat over a number of
years, the Company has been able to gain share by emphasizing marketing, product
innovation and original equipment manufacturer sales.

In 2002, the Company rebranded its compass line of products to Minn Kota and
discontinued use of the Airguide product line. The Minn Kota compasses are sold
through the same channels as the Company's Motors business. In 2001, the Company
exited the weather and automotive instrument categories.

Fishing

In March 2000, the Company sold its Fishing business (consisting of the
marketing of rods, reels, lures, spoons and fishing line). As a result, the
operations of the Fishing business have been restated as discontinued for
financial reporting purposes. A significant loss on the sale of the business was
recognized, but the tangible net worth of the Company was not adversely
impacted. See Note 5 to the Consolidated Financial Statements for financial
information.

Financial Information for Business Segments

See Note 14 to the Consolidated Financial Statements for financial information
comparing each business segment.

International Operations

See Note 14 to the Consolidated Financial Statements for financial information
comparing the Company's domestic and international operations.

Research and Development

The Company commits significant resources to research and new product
development. The Company expenses research and development costs as incurred.
The amounts expended by the Company in connection with research and development
activities for each of the last three fiscal years are set forth in the
Consolidated Statements of Operations.

Competition

The Company believes its products compete favorably on the basis of product
innovation, product performance and marketing support and, to a lesser extent,
price.

Diving: The main competitors in Diving include Oceanic, Aqualung and Suunto,
each of which competes on the basis of product innovation, performance, quality
and safety.

Watercraft: The Company primarily competes in the paddle sport segment of canoes
and kayaks. Main competitors are Watermark and Confluence, who also make a full
range of boats. These companies compete on the basis of their design,
performance and quality.

Outdoor Equipment: The Company's brands and products compete in the sporting
goods and specialty segments of the outdoor equipment market. Competitive brands
with a strong position in the sporting goods channel include Coleman, Jansport
and private label brands. The Company also competes with the specialty companies
such as North Face and Kelty on the basis of materials and innovative designs
for consumers who want performance products priced at a value.

                                      -3-
<PAGE>

Motors: The main competitor in electric trolling motors is Motor Guide from
Brunswick, who manufactures and sells a full range of trolling motors and
accessories. Competition in this segment is focused on product benefits and
features for fishing.

Employees

At September 27, 2002, the Company had approximately 1,300 employees. The
Company considers its employee relations to be excellent. Temporary employees
are utilized to manage peaks in the seasonal manufacturing of products.

Backlog

Unfilled orders for future delivery of products of continuing operations totaled
approximately $34.8 million at September 27, 2002 and $51.6 million at September
28, 2001. The Company's businesses do not receive significant orders in advance
of expected shipment dates for the majority of their products.

Patents, Trademarks and Proprietary Rights

The Company owns no single patent that is material to its business as a whole.
However, the Company holds several patents, principally for diving products,
rotational-molded canoes and electric motors, and regularly files applications
for patents. The Company has numerous trademarks and trade names which it
considers important to its business, many of which are discussed on the
preceding pages. The Company vigorously defends its intellectual property
rights.

Sources and Availability of Materials

The Company's products use materials that are generally in adequate supply.

The Company has an exclusive supply contract with a single vendor for materials
used in its military business. Interruption or loss in the availability of this
material could have an impact on sales and operating results of the Outdoor
Equipment business.

Seasonality

The Company's business is seasonal. The following table shows, for the past
three fiscal years, total net sales and operating profit or loss related to
continuing operations of the Company for each quarter, as a percentage of the
total year. Strategic charges, generally associated with consolidation and
closure of facilities, totaling $1.7 million, $1.4 million and $2.4 million
impacted operating results in 2002, 2001 and 2000, respectively.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
                                                                                                   Year Ended
- -----------------------------------------------------------------------------------------------------------------
                             September 27, 2002            September 28, 2001              September 29, 2000
- -----------------------------------------------------------------------------------------------------------------
                          Net         Operating            Net      Operating           Net         Operating
Quarter Ended           Sales     Profit (Loss)          Sales         Profit         Sales     Profit (Loss)
- -----------------------------------------------------------------------------------------------------------------
<S>                       <C>               <C>            <C>            <C>           <C>               <C>
December                   17%                5%            17%           (23)%          16%                1%
March                      29                42             29             42            28                39
June                       34                66             33             83            33                56
September                  20               (13)            21             (2)           23                 4
- -----------------------------------------------------------------------------------------------------------------
                          100%              100%           100%           100%          100%              100%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

Executive Officers

The following list sets forth certain information, as of December 1, 2002,
regarding the executive officers of the Company.

Helen P. Johnson-Leipold, age 45, became Chairman and Chief Executive Officer of
the Company in March 1999. Prior to joining the Company, Ms. Johnson-Leipold was
employed by S.C. Johnson & Son, Inc. (SCJ) for twelve

                                      -4-
<PAGE>

years. From September 1998 until March 1999, Ms. Johnson-Leipold was Vice
President, Worldwide Consumer Products-Marketing of SCJ. From October 1997 to
September 1998, she was Vice President, Personal and Home Care Products of SCJ.

Patrick J. O'Brien, age 44, became President and Chief Operating Officer of the
Company in April 1999. Prior to joining the Company, Mr. O'Brien was employed by
SCJ for eighteen years. From October 1997 until March 1999, Mr. O'Brien was Vice
President and General Manager, Home Storage of SCJ.

Paul A. Lehmann, age 49, became Vice President and Chief Financial Officer of
the Company in May 2001. Prior to joining the Company, Mr. Lehmann was employed
by Steelcase North America, Inc. (SCNA) for seven years. From October 1999 to
May 2001, Mr. Lehmann was Vice President, Finance and Strategic Planning of
SCNA. From June 1997 to October 1999, Mr. Lehmann was Vice President, Operations
Finance of SCNA.

Mamdouh Ashour, age 64, has been a Group Vice President of the Company since
October 1997 and President - Worldwide Diving since August 1996. He has been
employed by the Company since 1973.

In December 2002, the Company announced the appointment of Jerry Perkins as the
new Chief Operating Officer effective January 6, 2003. Mr. Perkins succeeds
Patrick J. O'Brien, who accepted a position with S.C. Johnson & Son, Inc. as
Executive Vice President - Europe & Africa Near East effective January 27, 2003.
Mr. O'Brien will remain with the Company through January 24, 2003 to facilitate
the transition.

There are no family relationships between the above executive officers.

ITEM 2. PROPERTIES

The Company maintains both leased and owned manufacturing, warehousing,
distribution and office facilities throughout the world. The Company believes
that its facilities are well maintained and have capacity adequate to meet its
current needs.

See Note 7 to the Consolidated Financial Statements for a discussion of lease
obligations.

The Company's principal manufacturing (identified with an asterisk) and other
locations are:

Albany, New Zealand (Watercraft)    Genoa, Italy* (Diving)
Antibes, France (Diving)            Grand Rapids, Michigan* (Watercraft)
Bad Sakingen, Germany (Diving)      Grayling, Michigan* (Watercraft)
Barcelona, Spain (Diving)           Greenville, South Carolina (Watercraft)
Basingstoke, Hampshire,             Hallwil, Switzerland* (Diving)
  England (Diving)                  Henggart, Switzerland (Diving)
Batam, Indonesia* (Diving)          Mankato, Minnesota* (Motors)
Binghamton, New York*               Mansonville, Quebec, Canada* (Watercraft)
  (Outdoor Equipment)               Miami, Florida* (Watercraft)
Burlington, Ontario, Canada         Napier, New Zealand (Watercraft)
  (Motors, Outdoor Equipment)       Old Town, Maine* (Watercraft)
Chatswood, Australia (Diving)       Tijuana, Mexico* (Motors, Diving)
Chi Wan, Hong Kong (Diving)         Tokyo (Kawasaki), Japan (Diving)
El Cajon, California (Diving)
Ferndale, Washington*
  (Watercraft)

The Company's corporate headquarters is located in Racine, Wisconsin.

ITEM 3. LEGAL PROCEEDINGS

See Note 17 to the Consolidated Financial Statements for a discussion of legal
proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the last
quarter of the year ended September 27, 2002.

                                      -5-
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Certain information with respect to this item is included in Notes 6, 10, 11 and
12 to the Consolidated Financial Statements. The Company's Class A common stock
is traded on The Nasdaq Stock Market(R) under the symbol: JOUT. There is no
public market for the Company's Class B common stock. However, the Class B
common stock is convertible at all times at the option of the holder into shares
of Class A common stock on a share for share basis. As of November 1, 2002, the
Company had 707 holders of record of its Class A common stock and 60 holders of
record of its Class B common stock. The Company has never paid, and has no
current intention to pay, a dividend on its common stock.

A summary of the high and low prices for the Company's Class A common stock
during each quarter of the years ended September 27, 2002 and September 28, 2001
is as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                           First Quarter          Second Quarter            Third Quarter           Fourth Quarter
- --------------------------------------------------------------------------------------------------------------------
                        2002        2001         2002       2001          2002       2001         2002        2001
- --------------------------------------------------------------------------------------------------------------------
<S>                    <C>         <C>         <C>         <C>          <C>         <C>         <C>          <C>
Stock prices:
    High               $9.04       $7.00       $10.49      $7.56        $20.20      $8.49       $17.32       $7.39
    Low                 6.21        4.75         7.47       5.50          9.90       5.90         9.83        5.98
    Last                7.95        5.88         9.85       6.13         16.83       6.74        10.90        6.47
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -6-
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

A summary of the Company's operating results and key balance sheet data for each
of the years in the five-year period ended September 27, 2002 is presented
below. All periods have been restated to reflect the discontinuation of the
Company's Fishing business.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                             Year Ended
- -------------------------------------------------------------------------------------------------------------------------
                                               September 27    September 28    September 29     October 1     October 2
(thousands, except per share data)                     2002            2001            2000          1999          1998
- -------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>           <C>           <C>
OPERATING RESULTS (1)
Net sales                                        $  342,532      $  345,637      $  354,889    $  310,198    $  274,005
Gross profit                                        141,054         138,781         144,574       125,774       110,789
Operating expenses (2)                              121,303         123,063         119,855       106,261        92,433
- -------------------------------------------------------------------------------------------------------------------------
Operating profit                                     19,751          15,718          24,719        19,513        18,356
Interest expense                                      6,630           9,085           9,799         9,565         9,631
Other expense (income), net (3)                     (27,372)            543            (160)          (71)         (539)
- -------------------------------------------------------------------------------------------------------------------------
Income from continuing operations before
    income taxes and before cumulative
    effect of change in accounting principle         40,493           6,090          15,080        10,019         9,264
Income tax expense                                   10,185           2,480           6,705         4,158         3,885
- -------------------------------------------------------------------------------------------------------------------------
Income from continuing operations before
    cumulative effect of change in
    accounting principle                             30,308           3,610           8,375         5,861         5,379
Income (loss) from discontinued operations               --              --            (940)        1,161          (167)
Income (loss) on disposal of discontinued
    operations                                          495              --         (24,418)           --            --
Income (loss) from change in accounting
    principle                                       (22,876)          1,755              --            --            --
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                $    7,927      $    5,365      $  (16,983)   $    7,022    $    5,212
- -------------------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per common share:
    Continuing operations                        $     3.69      $     0.44      $     1.03    $     0.72    $     0.66
    Discontinued operations                            0.06              --           (3.12)         0.15         (0.02)
    Effect of change in accounting principle          (2.79)           0.22             --             --            --
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                $     0.96      $     0.66      $    (2.09)   $     0.87    $     0.64
- -------------------------------------------------------------------------------------------------------------------------
Diluted earnings (loss) per common share:
    Continuing operations                        $     3.59      $     0.44      $     1.03    $     0.72    $     0.66
    Discontinued operations                            0.06              --           (3.12)         0.15         (0.02)
    Effect of change in accounting principle          (2.71)           0.22             --             --            --
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                $     0.94      $     0.66      $    (2.09)   $     0.87    $     0.64
- -------------------------------------------------------------------------------------------------------------------------
Diluted average common shares outstanding             8,430           8,170           8,130         8,108         8,114
- -------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA                                                                                                As of
- -------------------------------------------------------------------------------------------------------------------------
Current assets (4)                               $  192,137      $  133,180      $  144,194    $  185,733    $  188,224
Total assets                                        271,285         244,913         257,971       299,025       292,380
Current liabilities (5)                              53,589          36,568          46,941        45,072        39,448
Long-term debt, less current maturities              80,195          84,550          45,857        72,744        81,508
Total debt                                           88,253          97,535         105,319       122,071       124,001
Shareholders' equity                                124,145         105,779         100,832       127,178       124,386
- -------------------------------------------------------------------------------------------------------------------------

(1) All years include 52 weeks. 2002 includes ten months of the European Jack
Wolfskin business.
(2) Includes strategic charges of $1,707, $1,448, $2,369, $2,773 and $1,388 in
2002, 2001, 2000, 1999 and 1998, respectively.
(3) Includes gain on sale of subsidiary of $27,251 in 2002.
(4) Includes cash of $100,830 in 2002 and net assets of discontinued operations
of $56,114 and $58,462 in 1999 and 1998, respectively.
(5) Excluding short-term debt and current maturities of long-term debt.
</TABLE>

                                      -7-
<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following discussion includes comments and analysis relating to the
Company's results of operations and financial condition for the three years
ended September 27, 2002. Unless otherwise noted, the discussion refers to
continuing operations. This discussion should be read in conjunction with the
Consolidated Financial Statements and related notes thereto.

Results of Operations

Summary consolidated financial results from continuing operations are as
follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
(millions, except per share data)                                         2002              2001             2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>               <C>              <C>
Net sales                                                               $342.5            $345.6           $354.9
Gross profit                                                             141.1             138.8            144.6
Operating expenses (1)                                                   121.3             123.1            119.9
Operating profit                                                          19.8              15.7             24.7
Interest expense                                                           6.6               9.1              9.8
Gain on sale of subsidiary                                                27.3                 -                -
Income from continuing operations before cumulative effect of
change in accounting principle                                            30.3               3.6              8.4
Diluted earnings per common share from continuing operations
    before cumulative effect of change in accounting
    principle (2)                                                         3.59              0.44             1.03
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes strategic charges of $1.7 million, $1.4 million and $2.4 million in
2002, 2001 and 2000, respectively.
(2) In 2002, the after tax gain on sale of subsidiary was $2.65 per diluted
share.

2002 vs 2001

                                    Net Sales

Net sales totaled $342.5 million in 2002 compared to $345.6 million in 2001, a
decrease of 0.9%. Sales as measured in United States (U.S.) dollars were
positively impacted by the effects of foreign currencies relative to the U.S.
dollar in comparison to 2001. Excluding the effects of foreign currency
movements, sales decreased 1.5% when compared with 2001. Sales were also
impacted by the sale of the Jack Wolfskin business. In 2002, Jack Wolfskin
sales, which contain ten months of the European Jack Wolfskin business, were
$44.9 million compared to a full year in 2001 of $47.2 million. With the
continued soft economy both in the U.S. and abroad, the Company saw marginal
growth or even contraction in most of its markets. The Company, however, was
able to maintain or increase its share in those markets. Sales were positively
impacted in the Motors business from growth in this category, strong sales from
new products and a recovery in the OEM market, while in the Diving business the
market continued to be negatively impacted by a sluggish travel industry.

Outdoor Equipment business sales decreased 7.4% from 2001 levels. Excluding the
results of the Jack Wolfskin business, sales decreased 9.2% from 2001. The
Outdoor Equipment business benefited from sales in its military tent business,
which increased 2.1% over 2001, while the commercial and consumer businesses had
double digit declines. The consumer tent business is experiencing competition
from the low-price mass market and private label segment of the category. Diving
sales were down 9.8% from 2001, primarily related to declines in the travel
industry. Declines were broad-based as all Diving operating companies in the
U.S. and Europe were down versus prior year. The Motors business was very
strong, with a sales increase of $16.4 million (25.0%) versus the prior year
primarily due to market share gains related to strong new product sales and
recovery in the OEM markets. The Watercraft business experienced continued soft
markets with sales down 3% from a year ago. Sales were also impacted by
transition issues related to the integration of the Necky/Ocean Kayak
operations.

                                      -8-
<PAGE>

                                Operating Results

The Company recognized an operating profit of $19.8 million in 2002 compared to
an operating profit of $15.7 million in 2001. Gross profit margins increased to
41.2% in 2002 from 40.2% in 2001, as improvements in the Motors and Outdoor
Equipment businesses were partially offset by declines in the Watercraft and
Diving businesses. Lower sales volume for 2002 negatively impacted gross margins
in Diving and Watercraft due to unfavorable manufacturing labor and overhead
variances.

Operating expenses, excluding strategic charges, totaled $119.6 million, or
34.9% of sales, in 2002 compared to $121.6 million, or 35.2% of sales, in 2001.
Amortization of acquisition costs were $0.4 million in 2002, compared to $5.3
million in 2001. This decline is the result of the adoption of Financial
Accounting Standard Board No. 142, Goodwill and Other Intangibles (SFAS 142),
during 2002 and a writedown of goodwill of $2.5 million related to the Company's
Airguide brand during 2001. The adoption of SFAS 142 ceased the amortization of
goodwill, which resulted in a decrease in operating expenses of approximately
$2.4 million in 2002.

The Outdoor Equipment business operating profit decreased by $0.1 million, or
1.1%, to $11.9 million in 2002 compared to $12.0 million in 2001. Excluding the
results of the Jack Wolfskin business, operating profit was flat versus 2001.
The Outdoor Equipment business benefited from strength in military tents, offset
by softness in the consumer and commercial tent businesses. The Diving business
saw operating profit decline by $1.1 million in 2002, in line with the sales
decline. Declines in gross profit due to lower sales volume were partially
offset by reductions in operating expenses resulting in an operating profit
margin equal to 2001 at 14.5% of sales. The Motors business had operating
profits of $8.2 million in 2002 compared to $0.2 million in 2001. The increase
was driven by improved gross profit related to production efficiencies from
higher volume, cost savings and improved pricing yield resulting from favorable
changes in product mix and the impact of new products. In addition, 2001
contained a $2.5 million write-down of goodwill related to the Company's
Airguide brand.

The Watercraft business had a decline in operating profit in 2002 to $1.2
million from operating profits of $1.3 million in 2001. Declines in gross profit
related to lower volume and operating company integration issues were nearly
offset by reductions in operating expenses. The decline reveals some successes
in recent restructuring and cost savings measures implemented in the business
over the past year. However, operating profit levels remain significantly lower
than 2000 as the Company continues to work on the trailing affects of
significant growth, over-capacity and the impacts of too much complexity in this
segment of our business. The Company believes the issues related to Watercraft
can and are being fixed, as evidenced by the progress made by Leisure Life,
which had operating profit improvement of $2.0 million over 2001, turning an
operating loss into a modest profit. Improving the Watercraft business is a top
priority. While there remains work to do, the list of challenges is shorter and
less complex than is has been in the past. The Company will continue to
investigate synergistic opportunities in this business over the next year.

The Company recognized strategic charges totaling $1.7 million in 2002, versus
$1.4 million in 2001. In 2002, the Company incurred strategic charges of $0.5
million primarily to increase reserves for doubtful accounts receivable and
excess inventory related to the North American Jack Wolfskin business. The
balance of the 2002 strategic charges were related to the closure and relocation
of two manufacturing facilities in the Watercraft business announced at the end
of 2001. The Company does not anticipate incurring additional strategic charges
related to these actions. In 2001, the Company incurred strategic charges of
$1.4 million from severance, moving and other costs related to the closure and
relocation of a Watercraft manufacturing facility.

                            Other Income and Expenses

Interest expense decreased $2.5 million in 2002, reflecting a decline in
interest rates from prior year levels and a reduction in working capital needs
versus 2001 levels. Interest income increased $0.4 million to $1.0 million in
2002 from $0.5 million in 2001 due to improved cash flow and proceeds from the
sale of the Jack Wolfskin business. In 2002, the Company recorded a pretax gain
from the sale of the Jack Wolfskin business of $27.3 million.

                       Results from Continuing Operations

The Company recognized income from continuing operations before cumulative
effect of change in accounting principle of $30.3 million in 2002 or $3.59 per
diluted share, compared to $3.6 million in 2001 or $0.44 per diluted

                                      -9-
<PAGE>

share. Included in 2002 income from continuing operations before cumulative
effect of change in accounting principle was a gain on the sale of the Jack
Wolfskin business of $22.4 million, after tax, or $2.65 per diluted share. The
Company recorded income tax expense of $10.2 million in 2002, an effective tax
rate of 25.2%. The decline in the effective tax rate (from 40.7% in 2001) is
mainly due to favorable tax treatment on the sale of the Jack Wolfskin business.
Excluding the impact on the effective tax rate from the sale transaction, the
Company's effective tax rate declined approximately 1.4% due to changes in the
mix of earnings from jurisdictions with higher tax rates to those with lower tax
rates.

                             Discontinued Operations

In March 2002, the Company recognized a gain from the disposal of discontinued
operations of $0.5 million, net of tax, related to the final accounting on the
sale of the Fishing business, which was sold in March of 2000.

                         Change in Accounting Principles

Effective September 29, 2001, the Company adopted SFAS 142. In accordance with
the adoption of this new standard, the Company ceased the amortization of
goodwill. If SFAS 142 had been in effect for the prior periods presented, the
Company's income from continuing operations before cumulative effect of change
in accounting principle would have been $6.0 million or $0.73 per diluted share
for the year ended September 28, 2001 and $10.6 million or $1.31 per diluted
share for the year ended September 29, 2000.

As required under SFAS 142, the Company performed an assessment of the carrying
value of goodwill using a number of criteria, including the value of the overall
enterprise as of September 29, 2001. This assessment resulted in a write off of
goodwill totaling $22.9 million, net of tax ($2.71 per diluted share) and has
been reflected as a change in accounting principle. The write off is associated
with the Watercraft ($12.9 million) and Diving ($10.0 million) business units.
Future impairment charges from existing operations or other acquisitions, if
any, will be reflected as an operating expense in the statement of operations.

Effective September 30, 2000, the Company adopted SFAS 133, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
All derivatives, whether designated in hedging relationships or not, are
required to be recorded on the balance sheet at fair value. If the derivative is
designated as a fair value hedge, the changes in fair value of the derivative
and the hedged item are recognized in earnings. If the derivative is designated
as a cash flow hedge, changes in the fair value of the derivative are recorded
in other comprehensive income and are recognized in earnings when the hedged
item affects earnings.

The adoption of SFAS 133 resulted in a cumulative effect of change in accounting
principle after tax gain of $1.8 million in 2001.

                                   Net Income

The Company recognized net income of $7.9 million in 2002, or $0.94 per diluted
share, compared to net income of $5.4 million in 2001, or $0.66 per diluted
share.

2001 vs 2000

                                    Net Sales

Net sales totaled $345.6 million in 2001 compared to $354.9 million in 2000, a
decrease of 3%. Sales as measured in U.S. dollars were impacted by the effects
of foreign currencies relative to the U.S. dollar in comparison to 2000.
Excluding the effects of foreign currency movements, sales were nearly flat when
compared with 2000. The flat trend in sales was a result of a soft economy both
in the U.S. and abroad. Sales were impacted by customer bankruptcies in both the
Motors and Diving businesses. The Company believes these bankruptcies impacted
sales in 2001 by approximately $4.8 million. As a result of the soft economy, we
saw marginal growth or even contraction in the markets of our businesses.
However, market data indicated that the Company gained market share in nearly
all of our businesses.

                                      -10-
<PAGE>

The Outdoor Equipment business was strong, increasing sales 10% over 2000,
primarily related to strong performances by Jack Wolfskin and military tents.
Diving sales were down 3% from 2000, primarily related to the negative impact of
foreign currency movements from 2000. Excluding the effects of foreign currency
movements, Diving sales increased 3% from 2000. The Watercraft and Motors
businesses were impacted the most by the soft economy, with sales declines of 5%
and 16%, respectively. The Motors business gained market share in a contracting
market and lost approximately $4.0 million in sales related to the bankruptcy of
a large OEM customer. However, the Company feels a majority of these sales will
return in 2002, as the OEM customer was sold out of bankruptcy and has begun
placing orders. The Watercraft business saw a significant decline in market
growth after three plus years of double digit growth in that category.

                                Operating Results

The Company recognized an operating profit of $15.7 million in 2001 compared to
an operating profit of $24.7 million in 2000. Gross profit margins decreased
from 40.7% in 2000 to 40.2% in 2001, as improvements in the Diving and Outdoor
Equipment businesses were more than offset by declines in the Watercraft and
Motors businesses. Shortfalls in sales volume for 2001 negatively impacted gross
profits by $3.4 million due to unfavorable manufacturing labor and overhead
variances, primarily in the Watercraft business, and to a lesser extent, the
Motors business.

Operating expenses, excluding strategic charges, totaled $121.6 million, or
35.2% of sales, in 2001 compared to $117.5, or 33.1% of sales in 2000.
Amortization of acquisition costs were $5.3 million in 2001, which included a
$2.5 million write-down for impaired goodwill related to the Airguide brand in
the Motors business, compared to $3.0 million in 2000. Bad debt expense related
to the previously mentioned customer bankruptcies added approximately $0.9
million to operating expenses in 2001.

The Outdoor Equipment business increased operating profit by $3.8 million, or
47%, to $12.0 million in 2001 compared to $8.2 million in 2000. Strong results
by Jack Wolfskin and military tents more than offset softness in the consumer
and commercial tent businesses. The Diving business was also strong, increasing
operating profits by 7% to $11.6 million in 2001, despite a sales decline, by
improving product mix towards higher margin products along with a decline in
operating expenses. Excluding the $2.5 million write-down for impaired goodwill,
the Motors business had operating profits of $2.8 million in 2001 compared to
$3.9 million in 2000. A decline in operating expense, excluding strategic
charges, of $1.0 million versus the prior year, helped mitigate the decline in
operating profit.

The Watercraft business was impacted by several issues, resulting in a decline
in operating profits in 2001 to $1.3 million from operating profits of $10.3
million in 2000. The business experienced the trailing affects of significant
growth, over-capacity and the impacts of too much complexity in this segment of
our business. In addition to the gross profit issues described above, operating
expenses grew by $3.1 million, or 11% from 2000 levels due to investment in
infrastructure to support the previous significant growth of the business and
additional costs supporting the complex structure of the business. The Company
believes the issues related to Watercraft can and are being fixed, as evidenced
by the closure and relocation of two manufacturing facilities in 2001. The
Company streamlined U.S. East coast distribution from five warehouses down to
one and hired both a new general manager and operations manager at our Old Town
Canoe business, to drive improved results from this important operation in the
Watercraft business. The Company will continue to investigate synergistic
opportunities in this business over the next year.

The Company recognized strategic charges totaling $1.4 million in 2001 for
severance, moving and other costs related to the closure and relocation of two
manufacturing facilities in the Watercraft business. In 2000, the Company
incurred strategic charges of $2.4 million from severance, moving and other
costs related to the closure and relocation of a manufacturing facility in the
Motors business and for severance, relocation and recruitment costs in the North
American Outdoor Equipment business.

                            Other Income and Expenses

Interest expense decreased $0.7 million in 2001, reflecting a decline in
interest rates from prior year levels and a reduction in working capital needs
versus 2000 levels. Foreign currency translation losses related to the mark to
market of foreign currency denominated debt and foreign currency forward
contracts resulted in an increase of $0.7 million in translation losses over the
prior year levels.

                                      -11-
<PAGE>

                       Results from Continuing Operations

The Company recognized income from continuing operations before cumulative
effect of change in accounting principle of $3.6 million in 2001 or $0.44 per
diluted share, compared to $8.4 million in 2000 or $1.03 per diluted share. The
Company recorded income tax expense of $2.5 million in 2001, an effective tax
rate of 40.7%. This decreased rate (from 44.5% in 2000) is mainly the result of
changes in mix of earnings from jurisdictions with higher tax rates to those
with lower tax rates.

                             Discontinued Operations

In March 2000, the Company sold its Fishing business. The Company recorded a
loss on disposal of a discontinued business, net of tax, of $24.4 million in
2000, taking into account operating results of the business from the measurement
date to the date of disposal. In addition, the Company recorded an after tax
loss from operations up to the measurement date of $0.9 million in 2000.

                         Change in Accounting Principle

Effective September 30, 2000, the Company adopted SFAS 133, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
All derivatives, whether designated in hedging relationships or not, are
required to be recorded on the balance sheet at fair value. If the derivative is
designated as a fair value hedge, the changes in fair value of the derivative
and the hedged item are recognized in earnings. If the derivative is designated
as a cash flow hedge, changes in the fair value of the derivative are recorded
in other comprehensive income and are recognized in earnings when the hedged
item affects earnings.

The adoption of SFAS 133 resulted in a cumulative effect of change in accounting
principle after tax gain of $1.8 million in 2001.

                                Net Income (Loss)

The Company recognized net income of $5.4 million in 2001, or $0.66 per diluted
share, compared to a net loss of $17.0 million in 2000, or $2.09 per diluted
share.

Results Adjusted for Sale of Subsidiary

The following tables show the adjusted results of the Company's continuing
businesses excluding the gain on the sale, the North America exit costs and the
operating results of the Jack Wolfskin subsidiaries.

Adjusted Results of Continuing Businesses:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
                                                             2002           2001          2000

- ----------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>           <C>
Net sales                                                $295,718       $295,987      $309,724
Gross profit                                              122,687        119,736       124,988
Operating profit                                           14,822         10,621        19,607
Income from continuing businesses before cumulative
    effect of change in accounting principle                5,563            798         5,245
Diluted EPS - Continuing businesses                      $   0.66       $   0.10      $   0.65
- ----------------------------------------------------------------------------------------------
</TABLE>

                                      -12-
<PAGE>

Reconciliation of Adjusted Earnings per Diluted Share:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                                             2002           2001        2000
- ---------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>
Income from continuing operations
    (according to GAAP)                                  $   3.59       $   0.44     $  1.03
Add back (subtract):
Gain on sale of Jack Wolfskin                               (2.65)             -           -
Closing cost for North American Jack Wolfskin
    operations                                               0.05              -           -
Jack Wolfskin operating results                             (0.33)         (0.34)      (0.38)
- ---------------------------------------------------------------------------------------------
Adjusted income from continuing businesses               $   0.66       $   0.10     $  0.65
- ---------------------------------------------------------------------------------------------
</TABLE>

Financial Condition

The following discusses changes in the Company's liquidity and capital
resources.

                                   Operations

The following table sets forth the Company's working capital position related to
continuing operations at the end of each of the past three years:

- ---------------------------------------------------------------------------
(millions)                       2002            2001               2000
- ---------------------------------------------------------------------------
Current assets (1)            $ 192.1         $ 133.2            $ 144.2
Current liabilities (2)          53.6            36.6               46.9
- ---------------------------------------------------------------------------
Working capital (2)           $ 138.5         $  96.6            $  97.3
- ---------------------------------------------------------------------------
Current ratio (2)               3.6:1           3.6:1              3.1:1
- ---------------------------------------------------------------------------

(1)  2002 includes cash of $100.8 million; 2000 excludes net assets of
     discontinued operations.
(2)  Excludes short-term debt and current maturities of long-term debt.

Cash flows provided by operations totaled $33.8 million in 2002, $15.5 million
in 2001 and $9.8 million in 2000. The Company's improved profitability and
working capital management, contributed to the positive cash flows in 2002.
Increases in accounts payable and other accrued liabilities of $15.2 million and
declines in inventory of $4.8 million contributed to the overall positive cash
flows provided by operations in 2002. The changes in 2002 are exclusive of
changes resulting from the disposal of the Jack Wolfskin business. Profitability
and decreases in accounts receivable of $6.8 million, contributed to the
positive cash flows in 2001. Decreases in accounts payable and other accrued
liabilities of $11.4 million reduced the overall positive cash flows provided by
operations in 2001. Growth in accounts receivable and inventories of $10.7
million and $8.4 million, respectively, reduced the overall positive cash flows
provided by operations in 2000 from profitability and increases in accounts
payable and other accrued liabilities.

Depreciation and amortization charges were $9.1 million in 2002, $13.5 million
in 2001 and $12.5 million in 2000. The adoption of SFAS 142, which ceased the
amortization of goodwill, as well as reduced capital spending accounted for the
decrease in 2002 from 2001. Amortization of intangible assets from the Company's
acquisitions and increased depreciation from capital spending accounted for the
increase from 2000 to 2001. The Company recorded a charge for impairment of
goodwill of $2.5 million in 2001.

                              Investing Activities

Cash flows provided by (used for) investing activities were $56.8 million,
($9.6) million and $20.0 million in 2002, 2001 and 2000, respectively. Proceeds
from the sale of the Jack Wolfskin business contributed $59.3 million to the
Company's investing activities, while proceeds from the sale of the Company's
former headquarters facility contributed $5.0 million. Expenditures for
property, plant and equipment were ($7.7) million in 2002, ($9.8) million

                                      -13-
<PAGE>

in 2001 and ($14.1) million in 2000. The Company's recurring investments are
primarily related to tooling for new products, facilities and information
systems improvements. In 2003, capital expenditures are anticipated to be
consistent with 2001 levels. These expenditures are expected to be funded by
working capital or existing credit facilities.

The Company received $33.1 million in proceeds from the sale of its Fishing
business in 2000, which contributed to the cash flows provided by investing
activities for that year. These proceeds were used to reduce both short-term and
long-term debt. The Company paid, net of cash acquired, $0.6 million for two
small businesses acquired in 2001 and $0.9 million for one business acquired in
2000.

                              Financing Activities

The following table sets forth the Company's debt and capital structure at the
end of the past three years:

- --------------------------------------------------------------------------------
(millions)                                  2002            2001         2000
- --------------------------------------------------------------------------------
Current debt                             $   8.0         $  13.0      $  59.5
Long-term debt                              80.2            84.5         45.8
- --------------------------------------------------------------------------------
Total debt                                  88.2            97.5        105.3
Shareholders' equity                       124.1           105.8        100.8
- --------------------------------------------------------------------------------
Total capitalization                     $ 212.3         $ 203.3      $ 206.1
- --------------------------------------------------------------------------------
Total debt to total capitalization          41.5%           48.0%        51.1%
- --------------------------------------------------------------------------------

Cash flows used for financing activities totaled $8.4 million in 2002, $7.9
million in 2001 and $12.5 million in 2000. In December 2001 the Company
consummated a private placement of long-term debt totaling $50.0 million. Cash
provided by the private placement debt was used to pay down short-term debt of
$48.4 million in 2002. Payments on long-term debt were $11.6 million, $6.8
million and $22.0 million, in 2002, 2001 and 2000, respectively. Included in
2000 was $15.1 million in payments from the proceeds of the sales of the Fishing
business.

At September 27, 2002, the Company had available unused credit facilities in
excess of $77.0 million, which is believed to be adequate for its needs for the
foreseeable future.

Market Risk Management

The Company is exposed to market risk stemming from changes in foreign exchange
rates, interest rates and, to a lesser extent, commodity prices. Changes in
these factors could cause fluctuations in earnings and cash flows. In the normal
course of business, exposure to certain of these market risks is managed by
entering into hedging transactions authorized under Company policies that place
controls on these activities. Hedging transactions involve the use of a variety
of derivative financial instruments. Derivatives are used only where there is an
underlying exposure, not for trading or speculative purposes.

                               Foreign Operations

The Company has significant foreign operations, for which the functional
currencies are denominated primarily in Euro dollars, Swiss francs, Japanese yen
and Canadian dollars. As the values of the currencies of the foreign countries
in which the Company has operations increase or decrease relative to the U.S.
dollar, the sales, expenses, profits, assets and liabilities of the Company's
foreign operations, as reported in the Company's Consolidated Financial
Statements, increase or decrease, accordingly. The Company mitigates a portion
of the fluctuations in certain foreign currencies through the purchase of
foreign currency swaps, forward contracts and options to hedge known
commitments, primarily for purchases of inventory and other assets denominated
in foreign currencies.

                                      -14-
<PAGE>

                                 Interest Rates

The Company's debt structure and interest rate risk are managed through the use
of fixed and floating rate debt. The Company's primary exposure is to U.S.
interest rates. The Company also periodically enters into interest rate swaps,
caps or collars to hedge its exposure and lower financing costs.

                                   Commodities

Certain components used in the Company's products are exposed to commodity price
changes. The Company manages this risk through instruments such as purchase
orders and non-cancelable supply contracts. Primary commodity price exposures
are metals and packaging materials.

                         Sensitivity to Changes in Value

The estimates that follow are intended to measure the maximum potential fair
value or earnings the Company could lose in one year from adverse changes in
foreign exchange rates or market interest rates under normal market conditions.
The calculations are not intended to represent actual losses in fair value or
earnings that the Company expects to incur. The estimates do not consider
favorable changes in market rates. Further, since the hedging instrument (the
derivative) inversely correlates with the underlying exposure, any loss or gain
in the fair value of derivatives would be generally offset by an increase or
decrease in the fair value of the underlying exposures. The positions included
in the calculations are foreign exchange forwards, currency swaps and fixed rate
debt. Certain instruments are included in both categories of risk exposure
calculated below. The calculations do not include the underlying foreign
exchange positions that are hedged by these market risk sensitive instruments.
The table below presents the estimated maximum potential one year loss in fair
value and earnings before income taxes from a 10% movement in foreign currencies
and a 100 basis point movement in interest rate market risk sensitive
instruments outstanding at September 27, 2002:

- -----------------------------------------------------------------------------
                                                        Estimated Impact on
- -----------------------------------------------------------------------------
                                                     Earnings Before Income
(millions)                            Fair Value                      Taxes
- -----------------------------------------------------------------------------
Foreign exchange rate instruments              -                          -
Interest rate instruments                   $2.3                       $0.9
- -----------------------------------------------------------------------------

Other Factors

The Company has not been significantly impacted by inflationary pressures over
the last several years. The Company anticipates that changing costs of basic raw
materials may impact future operating costs and, accordingly, the prices of its
products. The Company is involved in continuing programs to mitigate the impact
of cost increases through changes in product design and identification of
sourcing and manufacturing efficiencies. Price increases and, in certain
situations, price decreases are implemented for individual products, when
appropriate.

Critical Accounting Policies and Estimates

The Company's management discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
footnote disclosures. On an on-going basis, the Company evaluates its estimates,
including those related to customer programs and incentives, product returns,
bad debts, inventories, intangible assets, income taxes, warranty obligations,
pensions and other post-retirement benefits, and litigation. The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

                                      -15-
<PAGE>
The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.

Allowance for Doubtful Accounts
The Company recognizes revenue when title and risk of ownership have passed to
the buyer. Allowances for doubtful accounts are estimated at the individual
operating companies based on estimates of losses related to customer receivable
balances. Estimates are developed by using standard quantitative measures based
on historical losses, adjusting for current economic conditions and, in some
cases, evaluating specific customer accounts for risk of loss. The establishment
of reserves requires the use of judgment and assumptions regarding the potential
for losses on receivable balances. Though the Company considers these balances
adequate and proper, changes in economic conditions in specific markets in which
the Company operates could have a favorable or unfavorable effect on reserve
balances required.

Inventories
The Company values inventory at the lower of cost (determined using the first-in
first-out method) or market. Management judgment is required to determine the
reserve for obsolete or excess inventory. Inventory on hand may exceed future
demand either because the product is outdated or because the amount on hand is
more than can be used to meet future needs. Inventory reserves are estimated at
the individual operating companies using standard quantitative measures based on
criteria established by the Company. The Company also considers current forecast
plans, as well as, market and industry conditions in establishing reserve
levels. Though the Company considers these balances to be adequate, changes in
economic conditions, customer inventory levels or competitive conditions could
have a favorable or unfavorable effect on reserve balances required.

Deferred Taxes
The Company records a valuation allowance to reduce its deferred tax assets to
the amount that is more likely than not to be realized. While the Company has
considered future taxable income and ongoing prudent and feasible tax planning
strategies in assessing the need for the valuation allowance, in the event the
Company were to determine that it would not be able to realize all or part of
its net deferred tax asset in the future, an adjustment to the deferred tax
asset would be charged to income in the period such determination was made.
Likewise, should the Company determine that it would be able to realize its
deferred tax assets in the future in excess of its net recorded amount, an
adjustment to the deferred tax asset would increase income in the period such
determination was made.

Goodwill and Intangible Impairment
In assessing the recoverability of the Company's goodwill and other intangibles
the Company must make assumptions regarding estimated future cash flows and
other factors to determine the fair value of the respective assets. If these
estimates or their related assumptions change in the future, the Company may be
required to record impairment charges for these assets not previously recorded.
On September 28, 2001 the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets," and was required to
analyze its goodwill for impairment issues during the first six months of fiscal
2002, and then on a periodic basis thereafter. As a result of this analysis, the
Company recorded a goodwill impairment charge of $22.9 million, net of tax, in
the second quarter of fiscal 2002.

Warranties
The Company accrues a warranty reserve for estimated costs to provide warranty
services. The Company's estimate of costs to service its warranty obligations is
based on historical experience, expectation of future conditions and known
product issues. To the extent the Company experiences increased warranty claim
activity or increased costs associated with servicing those claims, revisions to
the estimated warranty reserve would be required. The Company engages in product
quality programs and processes, including monitoring and evaluating the quality
of its suppliers, to help minimize warranty obligations.

Pending Accounting Changes

In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets (SFAS 144). SFAS 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and provides
additional implementation guidance for assets to be held and used and assets to
be disposed of other than by sale. There are not expected to be any financial
implications related to the adoption of SFAS 144, and the guidance

                                      -16-
<PAGE>

will be applied on a prospective basis. The Company is required to adopt SFAS
144 in the first quarter of fiscal 2003.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB No. 4, 44 and
64, Amendment of FASB No. 13, and Technical Corrections (SFAS 145). SFAS 145
clarifies updates and simplifies existing accounting pronouncements related to
gains and losses on extinguishments of debt and lease modifications, among other
items. There are not expected to be any financial implications related to the
adoption of SFAS 145, and the guidance will be applied on a prospective basis.
The Company is required to adopt SFAS 145 in the first quarter of fiscal 2003.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (SFAS 146). SFAS 146 requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan, which is generally before
an actual liability has been incurred. The Company does not anticipate a
significant impact on its results of operations from adopting SFAS 146. The
Company is required to adopt SFAS 146 for exit or disposal activities that are
initiated after December 31, 2002.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information with respect to this item is included in Management's Discussion and
Analysis of Financial Condition and Results of Operations under the heading
"Market Risk Management."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information with respect to this item is included on pages F-1 to F-24.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to this item, except for certain information on
executive officers (which appears at the end of Part I of this report) is
included in the Company's Proxy Statement for its February 19, 2003 Annual
Meeting of Shareholders, which is incorporated herein by reference, under the
headings "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance," provided, however, that the subsection entitled "Election
of Directors - Audit Committee Report" shall not be deemed to be incorporated
herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to this item is included in the Company's Proxy
Statement for its February 19, 2003 Annual Meeting of Shareholders, which is
incorporated herein by reference, under the headings "Election of Directors -
Compensation of Directors" and "Executive Compensation;" provided, however, that
the subsection entitled "Executive Compensation - Compensation Committee Report
on Executive Compensation" shall not be deemed to be incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information with respect to Item 403 of Regulation S-K is included in the
Company's Proxy Statement for its February 19, 2003 Annual Meeting of
Shareholders, which is incorporated herein by reference, under the heading
"Stock Ownership of Management and Others."

Information with respect to Item 201(d) of Regulation S-K as of September 27,
2002 is as follows.

                                      -17-
<PAGE>

Equity Compensation Plan Information
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                                         Number of shares remaining
                                                                                               available for future
                                                                                              issuance under equity
                                    Number of shares to be           Weighted average            compensation plans
                                   issued upon exercise of          exercise price of   (excluding shares reflected
                                       outstanding options        outstanding options                  in Column A)
- -------------------------------------------------------------------------------------------------------------------
                                             A                          B                           C
- -------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                            <C>                      <C>
Equity Compensation Plans
    approved by
    shareholders                                 1,064,019                      $9.06                    136,602(1)
Equity Compensation Plans not
    approved by shareholders
                                                         -                          -                          -
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  All of the available shares under the 1994 Non-Employee Director Stock
     Ownership Plan (44,432) and under the 2000 Long-Term Stock Incentive Plan
     (92,170) may be issued upon the exercise of stock options or granted as
     restricted stock, and, in the case of the 2000 Long-Term Stock Incentive
     Plan, as share units.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information with respect to this item is included in the Company's Proxy
Statement for its February 19, 2003 Annual Meeting of Shareholders, which is
incorporated herein by reference, under the heading "Certain Transactions."



                                     PART IV

ITEM 14. CONTROLS AND PROCEDURES

(a)  Within the 90 days prior to the date of this report, we carried out an
     evaluation, under the supervision and with the participation of our
     management, including the Company's principal executive officer and
     principal financial officer, of the effectiveness of the design and
     operation of our disclosure controls and procedures pursuant to Exchange
     Act Rule 13a-15. Based upon that evaluation, the Company's principal
     executive officer and principal financial officer concluded that our
     disclosure controls and procedures are effective in alerting them in a
     timely manner to material information relating to our Company (including
     our consolidated subsidiaries) required to be included in our periodic SEC
     filings.

(b)  There have been no significant changes in our internal controls or in other
     factors that could significantly affect our internal controls subsequent to
     the date we carried out this evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The following documents are filed as a part of this Form 10-K:

Financial Statements

Included in Item 8 of Part II of this Form 10-K are the following
 Reports of Independent Auditors
Consolidated Balance Sheets - September 27, 2002 and September 28, 2001
Consolidated Statements of Operations - Years ended September 27, 2002,
 September 28, 2001 and September 29, 2000
Consolidated Statements of Shareholders' Equity - Years ended September 27,
 2002, September 28, 2001 and September 29, 2000

                                      -18-
<PAGE>

Consolidated Statements of Cash Flows - Years ended September 27, 2002,
 September 28, 2001 and September 29, 2000
Notes to Consolidated Financial Statements

Financial Statement Schedules

All schedules are omitted because they are not applicable, are not required or
equivalent information has been included in the Consolidated Financial
Statements or notes thereto.

Exhibits

See Exhibit Index.

Reports on Form 8-K

On September 13, 2002, the Company filed a Current Report on Form 8-K dated
September 9, 2002 to reflect (under Item 2 of Form 8-K) the Company's
disposition of its Jack Wolfskin business to an affiliate of Bain Capital Fund
VII-E (UK), Limited Partnership pursuant to a Share Purchase and Transfer
Agreement, dated as of August 28, 2002. The report included (under Item 7 of
Form 8-K) the following financial statements: Unaudited Pro Forma Condensed
Consolidated Balance Sheet at June 28, 2002 and Pro Forma Condensed Consolidated
Statements of Operations for the year ended September 28, 2001 and the nine
months ended June 28, 2002.

                                      -19-
<PAGE>

                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Racine and
State of Wisconsin, on the 16th day of December 2002.



                                       JOHNSON OUTDOORS INC.

                                       (Registrant)

                                       By  /s/ Helen P. Johnson-Leipold
                                           -------------------------------------
                                           Helen P. Johnson-Leipold
                                           Chairman and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in the capacities indicated on the 16th
day of December 2002.



 /s/ Helen P. Johnson-Leipold
- ----------------------------------        Chairman and Chief Executive Officer
  (Helen P. Johnson-Leipold)                          and Director
                                             (Principal Executive Officer)

    /s/ Thomas F. Pyle, Jr.
- ----------------------------------             Vice Chairman of the Board
     (Thomas F. Pyle, Jr.)                            and Director

     /s/ Samuel C. Johnson                              Director
- ----------------------------------
      (Samuel C. Johnson)

     /s/ Gregory E. Lawton                              Director
- ----------------------------------
      (Gregory E. Lawton)

      /s/ Terry E. London                               Director
- ----------------------------------
       (Terry E. London)

    /s/ John M. Fahey, Jr.                              Director
- ----------------------------------
     (John M. Fahey, Jr.)

      /s/ Paul A. Lehmann
- ----------------------------------   Vice President and Chief Financial Officer
       (Paul A. Lehmann)            (Principal Financial and Accounting Officer)

                                      -20-
<PAGE>

                                 CERTIFICATIONS



I, Helen P. Johnson-Leipold, certify that:

1)   I have reviewed this Annual Report on Form 10-K of Johnson Outdoors Inc.;

2)   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3)   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4)   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report are our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6)   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: December 26, 2002                /s/ Helen P. Johnson-Leipold
      --------------------------       ------------------------------------
                                       Helen P. Johnson-Leipold
                                       Chairman and Chief Executive Officer

                                      -21-
<PAGE>

I, Paul A. Lehmann, certify that:

1)   I have reviewed this Annual Report on Form 10-K of Johnson Outdoors Inc.;

2)   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3)   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4)   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report are our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6)   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: December 26, 2002               /s/ Paul A. Lehmann
      ---------------------------     ------------------------------------------
                                      Paul A. Lehmann
                                      Vice President and Chief Financial Officer

                                      -22-
<PAGE>

                                  EXHIBIT INDEX

Exhibit   Title
- --------------------------------------------------------------------------------

3.1       Articles of Incorporation of the Company as amended through     *
          February 17, 2000. (Filed as Exhibit 3.1(a) to the Company's
          Form 10-Q for the quarter ended March 31, 2000 and incorporated
          herein by reference.)

3.2(a)    Bylaws of the Company as amended through December 16, 2002
          3.2(b) Amendment to Bylaws of the Company dated as of
          December 16, 2002

3.2(b)    Amendment to Bylaws of the Company dated as of
          December 16, 2002

4.1       Note Agreement dated October 1, 1995. (Filed as Exhibit 4.1     *
          to the Company's Form 10-Q for the quarter ended December
          29, 1995 and incorporated herein by reference.)

4.2       First Amendment dated October 31, 1996 to Note Agreement        *
          dated October 1, 1995. (Filed as Exhibit 4.3 to the
          Company's Form 10-Q for the quarter ended December 27, 1996
          and incorporated herein by reference.)

4.3       Second Amendment dated September 30, 1997 to Note Agreement     *
          dated October 1, 1995. (Filed as Exhibit 4.8 to the
          Company's Form 10-K for the year ended October 3, 1997 and
          incorporated herein by reference.)

4.4       Third Amendment dated October 3, 1997 to Note Agreement         *
          dated October 1, 1995. (Filed as Exhibit 4.9 to the
          Company's Form 10-K for the year ended October 3, 1997 and
          incorporated herein by reference.)

4.5       Fourth Amendment dated January 10, 2000 to Note Agreement       *
          dated October 1, 1995. (Filed as Exhibit 4.9 to the
          Company's Form 10-Q for the quarter ended March 31, 2000 and
          incorporated herein by reference.)

4.6       Fifth Amendment dated December 13, 2001 to Note Agreement       *
          dated October 1, 1995. (Filed as Exhibit 4.6 to the
          Company's Form 10-K for the year ended September 28, 2001
          and incorporated herein by reference.)

4.7       Consent and Amendment dated of September 6, 2002 to Note
          Agreement dated October 1, 1995.

4.8       Note Agreement dated as of September 15, 1997. (Filed as        *
          Exhibit 4.15 to the Company's Form 10-K for the year
          ended October 3, 1997 and incorporated herein by reference.)

4.9       First Amendment dated January 10, 2000 to Note Agreement        *
          dated September 15, 1997. (Filed as Exhibit 4.10 to the
          Company's Form 10-Q for the quarter ended March 31, 2000 and
          incorporated herein by reference.)

4.10      Second Amendment dated December 13, 2001 to Note Agreement      *
          dated September 15, 1997. (Filed as Exhibit 4.9 to the
          Company's Form 10-K for the year ended September 28, 2001
          and incorporated herein by reference.)

4.11      Consent and Amendment dated as of September 6, 2002 to Note
          Agreement dated September 15, 1997.

4.12      3-Year Revolving Credit Agreement dated as of August 31,        *
          2001. (Filed as Exhibit 4.10 to the Company's Form 10-K
          for the year ended September 28, 2001 and incorporated
          herein by reference.)

4.13      Amendment No. 1 to 3-Year Revolving Credit Agreement dated      *
          as of December 18, 2001. (Filed as Exhibit 4.11 to the
          Company's Form 10-K for the year ended September 28, 2001
          and incorporated herein by reference.)

4.14      Note Agreement dated as of December 13, 2001. (Filed as         *
          Exhibit 4.12 to the Company's Form 10-K for the year
          ended September 28, 2001 and incorporated herein by
          reference.)

4.15      Consent and Amendment dated as of September 6, 2002 to Note
          Agreement dated as of December 13, 2001.

9         Johnson Outdoors Inc. Class B common stock Voting Trust         *
          Agreement, dated December 30, 1993 (Filed as Exhibit 9
          to the Company's Form 10-Q for the quarter ended December
          31, 1993 and incorporated herein by reference.)

                                 -23-
<PAGE>
Exhibit   Title
- --------------------------------------------------------------------------------
10.1      Stock Purchase Agreement, dated as of January 12, 2000, by      *
          and between Johnson Outdoors Inc. and Berkley Inc.
          (Filed as Exhibit 2.1 to the Company's Form 8-K dated March
          31, 2000 and incorporated herein by reference.)

10.2      Amendment to Stock Purchase Agreement, dated as of February     *
          28, 2000, by and between Johnson Outdoors Inc. and
          Berkley Inc. (Filed as Exhibit 2.2 to the Company's Form 8-K
          dated March 31, 2000 and incorporated herein by reference.)

10.3+     Johnson Outdoors Inc. Amended and Restated 1986 Stock Option    *
          Plan. (Filed as Exhibit 10 to the Company's Form 10-Q
          for the quarter ended July 2, 1993 and incorporated herein
          by reference.)

10.4      Registration Rights Agreement regarding Johnson Outdoors        *
          Inc. common stock issued to the Johnson family prior to
          the acquisition of Johnson Diversified, Inc. (Filed as
          Exhibit 10.6 to the Company's Form S-1 Registration
          Statement No. 33-16998 and incorporated herein by
          reference.)

10.5      Registration Rights Agreement regarding Johnson Outdoors        *
          Inc. Class A common stock held by Mr. Samuel C. Johnson.
          (Filed as Exhibit 28 to the Company's Form 10-Q for the
          quarter ended March 29, 1991 and incorporated herein by
          reference.)

10.6+     Form of Restricted Stock Agreement. (Filed as Exhibit 10.8      *
          to the Company's Form S-1 Registration Statement No.
          33-23299 and incorporated herein by reference.)

10.7+     Form of Supplemental Retirement Agreement of Johnson            *
          Diversified, Inc. (Filed as Exhibit 10.9 to the
          Company's Form S-1 Registration Statement No. 33-16998 and
          incorporated herein by reference.)

10.8+     Johnson Outdoors Retirement and Savings Plan. (Filed as         *
          Exhibit 10.9 to the Company's Form 10-K for the year
          ended September 29, 1989 and incorporated herein by
          reference.)

10.9+     Form of Agreement of Indemnity and Exoneration with             *
          Directors and Officers. (Filed as Exhibit 10.11 to the
          Company's Form S-1 Registration Statement No. 33-16998 and
          incorporated herein by reference.)

10.10     Consulting and administrative agreements with S. C. Johnson     *
          & Son, Inc. (Filed as Exhibit 10.12 to the Company's
          Form S-1 Registration Statement No. 33-16998 and
          incorporated herein by reference.)

10.11+    Johnson Outdoors Inc. 1994 Long-Term Stock Incentive Plan.      *
          (Filed as Exhibit 4 to the Company's Form S-8
          Registration Statement No. 333-88091 and incorporated herein
          by reference.)

10.12+    Johnson Outdoors Inc. 1994 Non-Employee Director Stock          *
          Ownership Plan. (Filed as Exhibit 4 to the Company's
          Form S-8 Registration Statement No. 333-88089 and
          incorporated herein by reference.)

10.13+    Johnson Outdoors Economic Value Added Bonus Plan (Filed as      *
          Exhibit 10.15 to the Company's Form 10-K for the year
          ended October 3, 1997 and incorporated herein by reference.)

10.14+    Johnson Outdoors Inc. 2000 Long-Term Stock Incentive Plan.      *
          (Filed as Exhibit 10.16 to the Company's Form 10-Q for
          the quarter ended March 31, 2000 and incorporated herein by
          reference.)

10.15+    Share Purchase and Transfer Agreement, dated as of
          August 28, 2002, by and between, among others, Johnson
          Outdoors Inc. and an affiliate of Bain Capital Fund VII-E
          (UK), Limited Partnership. (Filed as Exhibit 2.1 to the
          Company's Form 8-K dated September 9, 2002 and incorporated
          herein by reference.)

11        Statement regarding computation of per share earnings.          *
          (Note 15 to the Consolidated Financial Statements of
          the Company's 2001 Form 10-K is incorporated herein by
          reference.)

21        Subsidiaries of the Company as of September 27, 2002. 23.1
          Consent of Ernst & Young LLP.

23.1      Consent of Ernst & Young LLP

23.2      Consent of KPMG LLP.

                                 -24-
<PAGE>

Exhibit   Title
- --------------------------------------------------------------------------------
99.1      Definitive Proxy Statement for the 2003 Annual Meeting of       *
          Shareholders. Except to the extent specifically
          incorporated herein by reference, the Proxy Statement for
          the 2003 Annual Meeting of Shareholders shall not be deemed
          to be filed with the Securities and Exchange Commission as
          part of this Form 10-K. The Proxy Statement for the 2003
          Annual Meeting of Shareholders will be filed with the
          Securities and Exchange Commission under regulation 14A
          within 120 days after the end of the Company's fiscal year.

99.2      Certification of Chairman and CEO pursuant to 18
          U.S.C.ss.1350

99.3      Certification of Vice President and CFO pursuant to 18
          U.S.C.ss.1350

- -----------------
*    Incorporated herein by reference.
+    A management contract or compensatory plan or arrangement.

                                      -25-
<PAGE>


                        Consolidated Financial Statements



                             Table of Contents                    Page
- ----------------------------------------------------------    -----------


Report of Management                                              F-1

Reports of Independent Auditors                                   F-1

Consolidated Balance Sheets                                       F-4

Consolidated Statements of Operations                             F-5

Consolidated Statements of Shareholders' Equity                   F-6

Consolidated Statements of Cash Flows                             F-7

Notes to Consolidated Financial Statements                        F-8

<PAGE>

REPORT OF MANAGEMENT

The management of Johnson Outdoors Inc. is responsible for the preparation and
integrity of all financial statements and other information contained in this
Form 10-K. We rely on a system of internal financial controls to meet the
responsibility of providing accurate financial statements. The system provides
reasonable assurances that assets are safeguarded, that transactions are
executed in accordance with management's authorization and that the financial
statements are prepared on a worldwide basis in accordance with accounting
principles generally accepted in the United States of America.

The financial statements for each of the years covered in this Form 10-K have
been audited by independent auditors, who have provided an independent
assessment as to the fairness of the financial statements, after obtaining an
understanding of the Company's systems and procedures and performing such other
tests as deemed necessary.

The Audit Committee of the Board of Directors, which is composed solely of
directors who are not officers of the Company, meets with management and the
independent auditors to review the results of their work and to satisfy itself
that their respective responsibilities are being properly discharged. The
independent auditors have full and free access to the Audit Committee and have
regular discussions with the Committee regarding appropriate auditing and
financial reporting matters.


Helen P. Johnson-Leipold                   Paul A. Lehmann
Chairman and Chief Executive               Vice President and Chief Financial
 Officer                                    Officer




REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Johnson Outdoors Inc.:

We have audited the accompanying consolidated balance sheet of Johnson Outdoors
Inc. and subsidiaries as of September 27, 2002 and the related consolidated
statements of operations, shareholders' equity, and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit. The financial statements
of Johnson Outdoors Inc. as of September 28, 2001, and for the year then ended
were audited by other auditors who have ceased operations. Those auditors
expressed an unqualified opinion on those financial statements in their report
dated November 8, 2001, except for Notes 5 and 17 as to which the date is
December 21, 2001.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Johnson Outdoors
Inc. and subsidiaries as of September 27, 2002 and the consolidated results of
their operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States.

As discussed above, the financial statements of Johnson Outdoors Inc. as of
September 28, 2001, and for the year then ended were audited by other auditors
who have ceased operations. As described in Note 1, these financial statements
have been revised to include the transitional disclosures required by Statement
of Financial Accounting Standards (Statement) No. 142, Goodwill and Other
Intangible Assets, which was adopted by the Company as of September 29, 2001.
Our audit procedures with respect to the disclosures in Note 1 with respect to
2001 included (a) agreeing the previously reported net income to the previously
issued financial statements and the adjustments to reported net income
representing amortization expense (including any related tax effects) recognized
in those periods

                                      F-1
<PAGE>

related to goodwill, as a result of initially applying Statement No. 142 to the
Company's underlying records obtained from management, and (b) testing the
mathematical accuracy of the reconciliation of adjusted net income to reported
net income, and the related earnings-per-share amounts. In our opinion, the
disclosures for 2001 in Note 1 are appropriate. However, we were not engaged to
audit, review, or apply any procedures to the 2001 financial statements of the
Company other than with respect to such disclosures and, accordingly, we do not
express an opinion or any other form of assurance on the 2001 financial
statements taken as a whole.

As explained in Note 1 to the consolidated financial statements, effective
September 29, 2001, the Company changed its method of accounting for goodwill
and other intangible assets.



Ernst & Young LLP
Milwaukee, Wisconsin
November 8, 2002

                                      F-2
<PAGE>

The following report is a copy of a report previously issued by Arthur Andersen
LLP in connection with the Company's Annual Report on Form 10-K for the year
ended September 28, 2001. This opinion has not been reissued by Arthur Andersen
LLP.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

Shareholders and Board of Directors
Johnson Outdoors Inc.:

We have audited the consolidated balance sheet of Johnson Outdoors Inc. and
subsidiaries as of September 28, 2001 and the related consolidated statements of
operations, shareholders' equity, and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Johnson Outdoors
Inc. and subsidiaries as of September 28, 2001 and the results of their
operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

As explained in Note 1 to the consolidated financial statements, effective
September 30, 2000, the Company changed its method of accounting for derivative
instruments.


Arthur Andersen LLP
Milwaukee, Wisconsin
November 8, 2001, except for Notes 5 and 17, as to which the date is December
21, 2001.



INDEPENDENT AUDITORS' REPORT

Shareholders and Board of Directors
Johnson Outdoors Inc.:

We have audited the consolidated statements of operations, shareholders' equity,
and cash flows for the year ended September 29, 2000. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations of Johnson Outdoors
Inc. and subsidiaries and their cash flows for the year ended September 29,
2000, in conformity with accounting principles generally accepted in the United
States of America.


KPMG LLP
Milwaukee, Wisconsin
November 6, 2000

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS

- -------------------------------------------------------------------------------------------------------
                                                                   September 27         September 28
(thousands, except share data)                                             2002                 2001
- -------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>
ASSETS
Current assets:
     Cash and temporary cash investments                              $ 100,830            $  16,069
     Accounts receivable less allowance for doubtful
        accounts of $4,028 and $3,739, respectively                      39,972               45,585
     Inventories                                                         42,231               61,700
     Deferred income taxes                                                5,083                5,269
     Other current assets                                                 4,021                4,557
- -------------------------------------------------------------------------------------------------------
Total current assets                                                    192,137              133,180
Property, plant and equipment, net                                       29,611               35,879
Deferred income taxes                                                    19,588               19,577
Intangible assets, net                                                   27,139               55,288
Other assets                                                              2,810                  989
- -------------------------------------------------------------------------------------------------------
Total assets                                                          $ 271,285            $ 244,913
- -------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Short-term debt and current maturities of long-term debt          $   8,058            $  12,985
    Accounts payable                                                     13,589               12,157
    Accrued liabilities:
        Salaries and wages                                                9,428                5,968
        Income taxes                                                      6,567                1,206
        Other                                                            24,005               17,237
- -------------------------------------------------------------------------------------------------------
Total current liabilities                                                61,647               49,553
Long-term debt, less current maturities                                  80,195               84,550
Other liabilities                                                         5,298                5,031
- -------------------------------------------------------------------------------------------------------
Total liabilities                                                       147,140              139,134
- -------------------------------------------------------------------------------------------------------
Shareholders' equity:
    Preferred stock: none issued                                             --                   --
    Common stock:
        Class A shares issued:
           September 27, 2002, 7,112,155;
           September 28, 2001, 6,946,012                                    355                  347
        Class B shares issued (convertible into Class A shares):
           September 27, 2002, 1,222,729;
           September 28, 2001, 1,222,729                                     61                   61
    Capital in excess of par value                                       47,583               44,411
    Retained earnings                                                    88,089               80,162
    Deferred compensation                                                   (22)                 (44)
    Accumulated other comprehensive loss                                (11,921)             (19,158)
- -------------------------------------------------------------------------------------------------------
Total shareholders' equity                                              124,145              105,779
- -------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                            $ 271,285            $ 244,913
- -------------------------------------------------------------------------------------------------------
</TABLE>

     The accompanying notes are an integral part of the Consolidated Financial
     Statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS

- --------------------------------------------------------------------------------------------------------------------
                                                                                                       Year Ended
- --------------------------------------------------------------------------------------------------------------------
                                                              September 27        September 28       September 29
(thousands, except per share data)                                    2002                2001               2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                 <C>                <C>
Net sales                                                        $ 342,532           $ 345,637          $ 354,889
Cost of sales                                                      201,478             206,856            210,315
- --------------------------------------------------------------------------------------------------------------------
Gross profit                                                       141,054             138,781            144,574
- --------------------------------------------------------------------------------------------------------------------
Operating expenses:
    Marketing and selling                                           78,224              78,192             75,446
    Administrative management, finance and information
        systems                                                     31,929              29,138             28,442
    Research and development                                         6,729               7,565              7,854
    Amortization of acquisition costs                                  374               5,288              2,951
    Profit sharing                                                   2,340               1,432              2,793
    Strategic charges                                                1,707               1,448              2,369
- --------------------------------------------------------------------------------------------------------------------
Total operating expenses                                           121,303             123,063            119,855
- --------------------------------------------------------------------------------------------------------------------
Operating profit                                                    19,751              15,718             24,719
Interest income                                                       (968)               (548)              (421)
Interest expense                                                     6,630               9,085              9,799
Gain on sale of subsidiary                                         (27,251)                  -                  -
Other expense, net                                                     847               1,091                261
- --------------------------------------------------------------------------------------------------------------------
Income from continuing operations before income taxes and
    cumulative effect of change in accounting principle             40,493               6,090             15,080
Income tax expense                                                  10,185               2,480              6,705
- --------------------------------------------------------------------------------------------------------------------
Income from continuing operations before cumulative
    effect of change in accounting principle                        30,308               3,610              8,375
Loss from discontinued operations, net of income tax
    benefit of $563                                                     --                  --               (940)
Income (loss) from disposal of discontinued operations,
    net of income tax expense (benefit) of $255 and
    $(1,840) for 2002 and 2000, respectively                           495                  --            (24,418)
Income (loss) from effect of change in accounting
    principle, net of income tax expense (benefit) of
    $(2,200) and $845 for 2002 and 2001, respectively              (22,876)              1,755                 --
- --------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                $   7,927           $   5,365          $ (16,983)
- --------------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per common share:
    Continuing operations                                        $    3.69           $    0.44          $    1.03
    Discontinued operations                                           0.06                  --              (3.12)
    Net effect of change in accounting principle                     (2.79)               0.22                 --
- --------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                $    0.96           $    0.66          $   (2.09)
- --------------------------------------------------------------------------------------------------------------------
Diluted earnings (loss) per common share:
    Continuing operations                                        $    3.59           $    0.44          $    1.03
    Discontinued operations                                           0.06                  --              (3.12)
    Net effect of change in accounting principle                     (2.71)               0.22                 --
- --------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                $    0.94           $    0.66          $   (2.09)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

     The accompanying notes are an integral part of the Consolidated Financial
     Statements.


                                      F-5
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

- -------------------------------------------------------------------------------------------------------------   -----------------
                                                                                      Accumulated
                                           Capital in                                       Other
                                  Common    Excess of   Retained      Deferred      Comprehensive    Treasury       Comprehensive
(thousands)                        Stock    Par Value   Earnings  Compensation               Loss       Stock       Income (Loss)
- -------------------------------------------------------------------------------------------------------------   -----------------
<S>                <C>               <C>      <C>       <C>            <C>               <C>            <C>           <C>
BALANCE AT OCTOBER 1, 1999           $406     $44,205   $ 91,832       $ (134)           $(9,049)       $(82)
Net loss                               --          --    (16,983)          --                 --          --          $  (16,983)
Issuance of restricted stock           --          19         --          (19)                --          --                  --
Issuance of stock under employee
    stock purchase plan                 1          67        (52)          --                 --          82                  --
Amortization of deferred
    compensation                       --          --         --           76                 --          --                  --
Translation adjustment                 --          --         --           --            (10,346)         --             (10,346)
Translation adjustment recognized
    in net loss on sale of Fishing
    business                           --          --         --           --                809          --                  --
- -------------------------------------------------------------------------------------------------------------   -----------------
BALANCE AT SEPTEMBER 29, 2000         407      44,291     74,797          (77)           (18,586)         --          $  (27,329)
                                                                                                                -----------------
Net income                             --          --      5,365           --                 --          --          $    5,365
Issuance of restricted stock           --          50         --          (50)                --          --                  --
Issuance of stock under employee
    stock purchase plan                 1          70         --           --                 --          --                  --
Amortization of deferred
    compensation                       --          --         --           83                 --          --                  --
Translation adjustment                 --          --         --           --              2,402          --               2,402
Translation adjustment recognized
    in the cumulative effect of
    change in accounting principle     --          --         --           --             (2,974)         --                  --
- -------------------------------------------------------------------------------------------------------------   -----------------
BALANCE AT SEPTEMBER 28, 2001          408     44,411     80,162          (44)           (19,158)         --          $    7,767
                                                                                                                -----------------
Net income                             --          --      7,927           --                 --          --          $    7,927
Issuance of restricted stock           --          60         --          (60)                --          --                  --
Exercise of stock options               7       1,735         --           --                 --          --                  --
Issuance of stock under employee
    stock purchase plan                 1          75         --           --                 --          --                  --
Amortization of deferred
    compensation                       --          --         --           82                 --          --                  --
Translation adjustment                 --          --         --           --              4,378          --               4,378
Translation adjustment recognized
    in the gain on sale of Jack
    Wolfskin subsidiary                --          --         --           --              3,057          --                  --
Additional minimum pension
    liability                          --          --         --           --               (198)         --                (198)
Building gain                          --       1,302         --           --                 --          --                  --
- -------------------------------------------------------------------------------------------------------------   -----------------
BALANCE AT SEPTEMBER 27, 2002         $416    $47,583    $88,089         $(22)          $(11,921)        $--          $   12,107
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The accompanying notes are an integral part of the Consolidated Financial
     Statements.


                                      F-6
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS

- ------------------------------------------------------------------------------------------------------------------
                                                                                                     Year Ended
- ------------------------------------------------------------------------------------------------------------------
                                                                September 27      September 28     September 29
(thousands)                                                             2002              2001             2000
- ------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATIONS
<S>                                                                <C>               <C>              <C>
Net income (loss)                                                  $   7,927         $   5,365        $ (16,983)
Less income (loss) from discontinued operations                          495                --          (25,358)
Less income (loss) from cumulative effect of change in
    accounting principle                                             (22,876)            1,755                --
- ------------------------------------------------------------------------------------------------------------------
Income from continuing operations before cumulative effect
    of change in accounting principle                                 30,308             3,610            8,375
Adjustments to reconcile income from continuing operations
    before cumulative effect of change in accounting
    principle to net cash provided by operating
    activities of continuing operations:
        Depreciation and amortization                                  9,096            13,516           12,523
        Provision for doubtful accounts receivable                     1,937             2,460            1,812
        Provision for inventory reserves                               1,798             1,529              853
        Deferred income taxes                                          4,026            (2,922)            (374)
        Gain on sale of subsidiary                                   (27,251)               --               --
        Impairment of goodwill                                            --             2,526               --
Change in assets and liabilities, net of effect of businesses
  acquired or sold:
        Accounts receivable                                           (4,488)            6,780          (10,728)
        Inventories                                                    4,821               124           (8,358)
        Accounts payable and accrued liabilities                      15,218           (11,391)           3,910
        Other, net                                                    (1,661)             (760)           1,738
- ------------------------------------------------------------------------------------------------------------------
                                                                      33,804            15,472            9,751
- ------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
Proceeds from sale of business, net of cash                           59,295                --           33,126
Payments for purchase of businesses, net of cash acquired                 --              (573)            (864)
Net additions to property, plant and equipment                        (7,697)           (9,765)         (14,075)
Proceeds from sale of property, plant and equipment                    5,182               730            1,838
- ------------------------------------------------------------------------------------------------------------------
                                                                      56,780            (9,608)          20,025
- ------------------------------------------------------------------------------------------------------------------
CASH USED FOR FINANCING ACTIVITIES
Proceeds from issuance of senior notes                                50,000                --               --
Principal payments on senior notes and other long-term debt          (11,604)           (6,784)         (21,969)
Net change in short-term debt                                        (48,364)           (1,143)           9,351
Common stock transactions                                              1,536                71               97
- ------------------------------------------------------------------------------------------------------------------
                                                                      (8,432)           (7,856)         (12,521)
- ------------------------------------------------------------------------------------------------------------------
Effect of foreign currency fluctuations on cash                        2,609               698           (1,790)
Net cash used for discontinued operations                                 --                --           (8,076)
- ------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and temporary cash investments            84,761            (1,294)           7,389
CASH AND TEMPORARY CASH INVESTMENTS
Beginning of year                                                     16,069            17,363            9,974
- ------------------------------------------------------------------------------------------------------------------
End of year                                                        $ 100,830         $  16,069        $  17,363
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

          The accompanying notes are an integral part of the Consolidated
          Financial Statements.

                                      F-7
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Johnson Outdoors Inc. is an integrated, global outdoor recreation products
company engaged in the design, manufacture and marketing of brand name outdoor
equipment, diving, watercraft and motors products.

All monetary amounts, other than share and per share amounts, are stated in
thousands and are from continuing operations.

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Johnson Outdoors
Inc. and all majority owned subsidiaries (the Company) and are stated in
conformity with accounting principles generally accepted in the United States.
Significant intercompany accounts and transactions have been eliminated in
consolidation.

The preparation of financial statements requires management to make estimates
and assumptions that impact the reported amounts of assets, liabilities and
operating results and the disclosure of commitments and contingent liabilities.
Actual results could differ significantly from those estimates. For the Company,
significant estimates include the allowance for doubtful accounts receivable,
reserves for inventory valuation, recoverability of goodwill, reserves for sales
returns, reserves for warranty service and the valuation allowance for deferred
tax assets.

The Company's fiscal year ends on the Friday nearest September 30. The fiscal
years ended September 27, 2002 (hereinafter 2002), September 28, 2001
(hereinafter 2001) and September 27, 2000 (hereinafter 2000) each comprise 52
weeks.

Cash and Temporary Cash Investments

The Company considers all short-term investments in interest-bearing bank
accounts, securities and other instruments with an original maturity of three
months or less to be equivalent to cash.

The Company maintains cash in bank accounts in excess of insured limits. The
Company has not experienced any losses as a result of this practice and does not
believe that significant credit risk exists.

Inventories

Inventories are stated at the lower of cost (determined using the first-in,
first-out method) or market.

Inventories attributable to continuing operations at the end of the respective
years consist of the following:

- ------------------------------------------------------------------------------
                                                  2002               2001
- ------------------------------------------------------------------------------
Raw materials                                 $ 17,709           $ 19,892
Work in process                                  1,072              2,592
Finished goods                                  25,633             42,620
- ------------------------------------------------------------------------------
                                                44,414             65,104
Less reserves                                    2,183              3,404
- ------------------------------------------------------------------------------
                                              $ 42,231           $ 61,700
- ------------------------------------------------------------------------------

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation.
Depreciation of plant and equipment is determined by straight-line and
accelerated methods over estimated useful lives, which range from 3 to 30 years.

Upon retirement or disposition, cost and the related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in
operating results.

                                      F-8
<PAGE>

Property, plant and equipment at the end of the respective years consist of the
following:

- --------------------------------------------------------------------------------
                                                     2002               2001
- --------------------------------------------------------------------------------
Property and improvements                       $   1,103          $   1,423
Buildings and improvements                         18,920             21,861
Furniture, fixtures and equipment                  80,315             86,221
- --------------------------------------------------------------------------------
                                                  100,338            109,505
Less accumulated depreciation                      70,727             73,626
- --------------------------------------------------------------------------------
                                                $  29,611          $  35,879
- --------------------------------------------------------------------------------

Impairment of Property, Plant and Equipment

The Company annually assesses the recoverability of property, plant and
equipment, primarily by determining whether the depreciation of the balance over
its remaining life can be recovered through projected undiscounted future
operating cash flows of the related businesses. The amount of impairment, if
any, is measured primarily based on the deficiency of projected discounted
future operating cash flows relative to the value of the assets, using a
discount rate reflecting the Company's cost of capital, which currently
approximates 10%. There was no impairment of property, plant and equipment
during 2002.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization. Amortization
is computed using the straight-line method with periods ranging from 3 to 16
years for patents, trademarks and other intangible assets. Subsequent to
September 28, 2001, goodwill is not subject to amortization.

Intangible assets at the end of the respective years consist of the following:

- --------------------------------------------------------------------------------
                                                      2002               2001
- --------------------------------------------------------------------------------
Goodwill                                         $  38,541          $  68,830
Patents, trademarks and other                        4,840              4,275
- --------------------------------------------------------------------------------
                                                    43,381             73,105
Less accumulated amortization                       16,242             17,817
- --------------------------------------------------------------------------------
                                                 $  27,139          $  55,288
- --------------------------------------------------------------------------------

Impairment of Goodwill and Other Intangibles

Effective September 29, 2001, the Company adopted SFAS 142. In accordance with
the adoption of this new standard, the Company ceased the amortization of
goodwill. If SFAS 142 had been in effect for the prior periods presented, the
Company's income from continuing operations before cumulative effect of change
in accounting principle would have been $5,950 or $0.73 per diluted share for
the year ended September 28, 2001 and $10,631 or $1.31 per diluted share for the
year ended September 29, 2000.

As required under SFAS 142, the Company has performed an assessment of the
carrying value of goodwill using a number of criteria, including the value of
the overall enterprise as of September 29, 2001. This assessment resulted in a
write off of goodwill totaling $22,876, net of tax ($2.71 per diluted share) and
has been reflected as a change in accounting principle. The write off is
associated with the Watercraft ($12,900) and Diving ($10,000) business units.
Future impairment charges from existing operations or other acquisitions, if
any, will be reflected as an operating expense in the statement of operations.

In 2001, under the guidance prior to the adoption of SFAS 142, the Company
recognized in operating expenses a $2,526 write-down for impaired goodwill
related to the Airguide brand in the Motors business.

                                      F-9
<PAGE>
Income Taxes

The Company provides for income taxes currently payable, and deferred income
taxes resulting from temporary differences between financial statement and
taxable income.

In assessing the realizability of deferred tax assets, the Company considers
whether it is more likely than not that some portion, or all of the deferred tax
assets, will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the years in which
those temporary differences become deductible. The Company considers the
scheduled reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies in making this assessment.

Federal and state income taxes are provided on foreign subsidiary income
distributed to, or taxable in, the U.S. during the year. At September 27, 2002,
net undistributed earnings of foreign subsidiaries total approximately $91,692.
The Company considers these unremitted earnings to be permanently invested
abroad and no provision for federal or state taxes have been made on these
amounts. In the future, if foreign earnings are returned to the U.S., provision
for income taxes will be made.

The Company's U.S. entities file a consolidated federal income tax return.

Employee Benefits

The Company and certain of its subsidiaries have various retirement and profit
sharing plans. Pension obligations, which are generally based on compensation
and years of service, are funded by payments to pension fund trustees. The
Company's policy is generally to fund the minimum amount required under the
Employee Retirement Income Security Act of 1974 for plans subject thereto.
Profit sharing and other retirement costs are funded at least annually.

Foreign Operations and Related Derivative Financial Instruments

Assets and liabilities of foreign operations are translated into U.S. dollars at
the rate of exchange existing at the end of the year. Results of operations are
translated at monthly average exchange rates. Gains and losses resulting from
the translation of foreign currency financial statements are classified as
accumulated other comprehensive income (loss), a separate component of
shareholders' equity.

The Company operates internationally, which gives rise to exposure to market
risk from movements in foreign currency exchange rates. To minimize the effect
of fluctuating foreign currencies on its income, the Company periodically enters
into foreign currency forward contracts. The Company primarily hedges assets,
inventory purchases and loans denominated in foreign currencies. The Company
does not enter into foreign exchange contracts for trading purposes. Gains and
losses on unhedged exposures are recorded in operating results.

The contracts are used to hedge known foreign currency transactions on a
continuing basis for periods consistent with the Company's exposures. Beginning
September 30, 2000 upon the adoption of SFAS 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by SFAS 137, Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of SFAS Statement No. 133 and SFAS 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities, the effective portion of the gain or
loss on the foreign currency forward contact is reported as a component of other
comprehensive income and reclassified into earnings in the same period during
which the hedged transaction affects earnings. The remaining gain or loss on the
futures contact, if any, is recognized in current earnings during the period of
changes. Adoption of these new accounting standards resulted in a cumulative
after-tax gain of approximately $1.8 million and an accumulated other
comprehensive loss of approximately $3.0 million in the first quarter of fiscal
2001.

At September 27, 2002, the Company had no foreign currency contracts.

At September 28, 2001, foreign currency contracts with contractual amounts
totaling approximately $6,500 were in place, hedging existing and anticipated
transactions. The contracts, which were executed with major financial
institutions, generally mature within one year with no credit loss anticipated
for failure of the counterparties to perform. At September 28, 2001, the fair
value of these instruments was approximately $200 greater than the contractual
amount.
                                      F-10
<PAGE>

Revenue Recognition

Revenue from sales is recognized when all substantial risk of ownership
transfers to the customer, which is generally upon shipment of products.
Estimated costs of returns and allowances are accrued when revenue is
recognized.

Advertising

The Company expenses substantially all costs related to production of
advertising the first time the advertising takes place. Cooperative promotional
arrangements are accrued in relation to sales.

Advertising expense attributable to continuing operations in 2002, 2001 and 2000
totaled $16,340, $18,282 and $18,435, respectively. Capitalized costs at
September 27, 2002 and September 28, 2001 totaled $726 and $1,653, respectively,
and primarily include catalogs and costs of advertising which has not yet run
for the first time.

Shipping and Handling Costs

Shipping and handling expense attributable to continuing operations included in
marketing and selling expense was $12,208, $12,821 and $13,007 for 2002, 2001
and 2000, respectively.

Research and Development

Research and development costs are expensed as incurred.

Stock-Based Compensation

The Company accounts for stock options using the intrinsic value based method.
Accordingly, compensation cost is generally recognized only for stock options
granted with an exercise price lower than the market price on the date of grant.
The Company's practice is to grant options with an exercise price equal to the
fair market value on the date of the grant. The fair value of restricted shares
awarded in excess of the amount paid for such shares is recognized as
compensation and is amortized over 1 to 3 years from the date of award, the
period after which all restrictions generally lapse.

Pending Accounting Changes

In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets (SFAS 144). SFAS 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and provides
additional implementation guidance for assets to be held and used and assets to
be disposed of other than by sale. There are not expected to be any financial
implications related to the adoption of SFAS 144, and the guidance will be
applied on a prospective basis. The Company is required to adopt SFAS 144 in the
first quarter of fiscal 2003.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB No. 4, 44 and
64, Amendment of FASB No. 13, and Technical Corrections (SFAS 145). SFAS 145
clarifies, updates and simplifies existing accounting pronouncements related to
gains and losses on extinguishments of debt and lease modifications, among other
items. There are not expected to be any financial implications related to the
adoption of SFAS 145, and the guidance will be applied on a prospective basis.
The Company is required to adopt SFAS 145 in the first quarter of fiscal 2003.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (SFAS 146). SFAS 146 requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan, which is generally before
an actual liability has been incurred. The Company does not anticipate a
significant impact on its results of operations from adopting this Statement.
The Company is required to adopt SFAS 146 for exit or disposal activities that
are initiated after December 31, 2002.

Reclassifications

Certain reclassifications have been made to prior years' amounts to conform with
the current year presentation.

                                      F-11
<PAGE>

2 STRATEGIC CHARGES

In 2002, 2001 and 2000, the Company recorded strategic charges totaling $1,707,
$1,448 and $2,369, respectively.

In 2002 strategic charges included moving and other exit costs related to the
relocation of manufacturing facilities in the Watercraft business and increased
reserves for doubtful accounts receivable and excess inventory related to the
North American Jack Wolfskin closure. Unexpended funds at year end related to
these actions were approximately $450.

In 2001 strategic charges included severance, moving and other exit costs
related primarily to the closure and relocation of manufacturing facilities in
the Watercraft business. Severance costs included in the strategic charges
totaled $660 and approximately 88 employees were impacted by these actions.
There are no unexpended funds related to this action as of the end of 2002.

In 2000 strategic charges included severance, moving and other exit costs
related primarily to the closure and relocation of a manufacturing facility in
the Motors business. Severance costs included in the strategic charges totaled
$1,469 and approximately 95 employees were impacted by these actions. There are
no unexpended funds related to this action as of the end of 2002.

3 ACQUISITIONS

During 2001, the Company completed the acquisition of two small businesses which
manufacture paddles and marine accessories. The initial purchase price,
including direct expenses, for the acquisitions was approximately $600, of which
approximately $420 was recorded as intangible assets.

During 2000, the Company completed the acquisition of the common stock of
Pacific Kayak Ltd., a manufacturer of sit-on-top and sea touring kayaks located
in Auckland, New Zealand. The initial purchase price, including direct expenses,
for the acquisition was approximately $962, of which approximately $584 was
recorded as intangible assets. An additional payment of approximately $70 was
earned in 2001 based upon achievement of specified levels of sales of the
acquired business. There are no additional payments available after 2002.

During 1999, the Company completed the acquisition of the common stock of
Extrasport, Inc., a privately held manufacturer and marketer of personal
flotation devices. The initial purchase price, including direct expenses, for
the acquisition was approximately $3,300, of which approximately $2,500 was
recorded as intangible assets. Additional payments of approximately $150 for
2000, 2001 and 2002 were earned based on minimum payment amounts in the purchase
agreement. There are no additional payments available after 2002.

In December 1998, the Company completed the acquisition of substantially all of
the assets and the assumption of certain liabilities of True North Paddle &
Necky Kayaks Ltd., a privately held manufacturer and marketer of Necky kayaks,
and an affiliated entity. The initial purchase price, including direct expenses,
for the acquisition was approximately $5,700, of which approximately $3,200 was
recorded as intangible assets. Additional payments of approximately $170 and
$600 were earned in 2000 and 1999, respectively. An additional payment in 2003
is dependent upon the achievement of specified levels of sales and profitability
of the acquired business.

All acquisitions were accounted for using the purchase method and, accordingly,
the Consolidated Financial Statements include the results of operations since
the respective dates of acquisition. Additional payments, if required, will
increase intangible assets.

4 Sale of Jack Wolfskin Business

In September 2002, the Company sold its Jack Wolfskin business. The sale price
totaled 60,320 Euros ($59,295 U.S. dollars) after an adjustment based on net
working capital of the business as finally determined. The Company recorded a
gain on the sale of $22,351, after tax. In connection with the sale, the Company
will exit its North American Jack Wolfskin operations. The Company recorded
strategic charges amounting to $450 related to exiting these operations.

                                      F-12
<PAGE>

5 Sale of Fishing Business

In March 2000, the Company sold its Fishing business. As a result, operations
and related assets and liabilities of the Fishing group have been classified as
discontinued for all periods presented herein. The sale price totaled $47,279,
including $14,056 of accounts receivable retained by the Company and $2,367 of
debt assumed by the buyer. The Company recorded a loss of $24,418, net of tax,
related to the sale of the business, taking into account operating results from
the measurement date to the date of disposal. In addition, the Company recorded
an after tax loss from operations up to the measurement date of $940 in 2000.

In March 2002, the Company recognized a gain from discontinued operations of
$495, net of tax, related to the final accounting for the sale of the Fishing
business.

Net sales of the Fishing group were $32,667 for 2000. Interest expense of $90
for 2000 that is directly attributable to the Fishing group is allocated to
discontinued operations.

6 INDEBTEDNESS

Short-term debt at the end of the respective years consists of the following:

- -------------------------------------------------------------------------------
                                                   2002               2001
- -------------------------------------------------------------------------------
Commercial paper and bank loans                $      -           $ 49,643
Current maturities of long-term debt              8,058             13,342
Less short-term debt refinanced,
  2001 Senior Notes                                   -             50,000
- -------------------------------------------------------------------------------
                                               $  8,058           $ 12,985
- -------------------------------------------------------------------------------


Short-term credit facilities provide for borrowings with interest rates set
periodically by reference to market rates. Commercial paper rates are set by
competitive bidding. The weighted average interest rate on short-term
indebtedness was 5.8% at September 28, 2001. The Company's primary facility is a
$70,000 unsecured revolving credit agreement expiring in 2004, which includes a
maximum amount of $30,000 in support of commercial paper issuance. At September
27, 2002, the Company's market rate was LIBOR plus 150 basis points. The Company
has lines of credit, both foreign and domestic, totaling $80,700, of which
$77,000 is available at September 27, 2002. The Company also utilizes letters of
credit for trade financing purposes. Letters of credit outstanding at September
27, 2002 are $1,909.

Long-term debt at the end of the respective years consists of the following:

- -----------------------------------------------------------------------------
                                                 2002               2001
- -----------------------------------------------------------------------------
2001 senior notes                            $ 50,000           $ 50,000
1998 senior notes                              16,800             18,800
1996 senior notes                              17,700             23,700
Other long-term notes                           1,988              5,392
- -----------------------------------------------------------------------------
                                               86,488             97,892
Fair value adjustment of hedged debt            1,765                  -
- -----------------------------------------------------------------------------
                                               88,253             97,892
Less current maturities                         8,058             13,342
- -----------------------------------------------------------------------------
                                             $ 80,195           $ 84,550
- -----------------------------------------------------------------------------


In December 2001, the Company issued unsecured senior notes totaling $50,000
with an interest rate of 7.82%. The senior notes have annual principal payments
of $10,000 beginning December 2004 with a final payment due December 2008.
Proceeds from the issuance of the senior notes were used to reduce outstanding
indebtedness under the Company's primary revolving credit facility.

                                      F-13
<PAGE>

In 1998, the Company issued unsecured senior notes totaling $25,000 with an
interest rate of 7.15%. The 1998 senior notes have remaining annual principal
payments of $800 to $7,000 with a final payment due October 2007.

In 1996, the Company issued unsecured senior notes totaling $30,000 with an
interest rate of 7.77% and $15,000 with an interest rate of 6.98%. The 1996
senior notes have remaining annual principal payments of $500 to $7,500 with a
final payment due October 2004.

The Company financed a portion of the initial purchase price for the common
stock of Uwatec AG in 1997 with a note from the sellers. Interest on the
deferred amount is payable annually at 6%. The obligation is denominated in
Swiss francs. The current outstanding balance of $1,811 is unsecured, and will
be settled upon expiration of the warranty provisions limitation period
negotiated pursuant to the original purchase contract.

The Company's policy is to manage interest cost using a mix of fixed and
variable-rate debt. To manage this risk in a cost efficient manner, the Company
enters into interest rate swaps in which the Company agrees to exchange, at
specified intervals, the difference between fixed and variable interest amounts
calculated by reference to an agreed upon notional principal amount. The Company
formally documents all relationships between hedging instruments and hedged
items, as well as its risk-management objectives and strategies for
understanding hedge transactions.

Interest rate swaps that met specific conditions under SFAS No. 133 are
accounted for as fair value hedges. Accordingly, the changes in the fair value
of these instruments are immediately recorded in earnings. The mark-to-market
values of both the fair value hedging instruments and the underlying debt
obligations are recorded as equal and offsetting gains and losses in the
interest expense component of the statement of operations. The fair value of the
Company's interest rate swap agreements was approximately $1,765 at September
27, 2002 and included in other assets on the consolidated balance sheet. All
existing fair value hedges are 100% effective. As a result, there is no impact
to earnings due to hedge ineffectiveness.

In January 2002, the Company entered into the interest rate swap agreements
described below, which effectively convert some of the fixed rate senior notes
to variable rate debt.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Hedged Debt                 Notional Amount            Effective        Fiscal Year     Swap Fair Value
                                    of Swap        Interest Rate (1)     Expiration
- -------------------------------------------------------------------------------------------------------
<S>                                 <C>                     <C>                <C>               <C>
2001 senior notes - 7.82%           $20,000                 4.89%              2006              $1,066
1998 senior notes - 7.15%             9,000                 4.95%              2006                 331
1996 senior notes - 7.77%            12,300                 5.99%              2005                 269
1996 senior notes - 6.98%             5,400                 5.24%              2005                  99
- -------------------------------------------------------------------------------------------------------
                                                                                                 $1,765
- -------------------------------------------------------------------------------------------------------

(1) Effective rate for the year ended September 27, 2002 of notional amount of senior notes based on interest
    rate swaps entered into in January 2002
</TABLE>

                                      F-14
<PAGE>

Aggregate scheduled maturities of long-term debt in each of the next five years
ending September 2007 are as follows:

- --------------------------------------------------------------------------------
Year
- --------------------------------------------------------------------------------
2003                                                                    $ 8,058
2004                                                                      9,611
2005                                                                     15,700
2006                                                                     13,500
2007                                                                     17,000
Thereafter                                                               22,619
- --------------------------------------------------------------------------------

Interest paid was $6,214, $9,178, and $10,471 for 2002, 2001 and 2000,
respectively.

Based on the borrowing rates currently available to the Company for debt with
similar terms and average maturities, the fair value of the Company's long-term
debt as of September 27, 2002 and September 28, 2001 is approximately $89,900
and $98,300, respectively. The carrying value of all other financial instruments
approximates the fair value.

Certain of the Company's loan agreements require that Samuel C. Johnson, members
of his family and related entities (hereinafter the Johnson Family) continue to
own stock having votes sufficient to elect a 51% majority of the directors. At
September 27, 2002, the Johnson Family held approximately 3,286,000 shares or
46% of the Class A common stock, approximately 1,168,000 shares or 96% of the
Class B common stock and approximately 77% of the voting power of both classes
of common stock taken as a whole. The agreements also contain restrictive
covenants regarding the Company's net worth, indebtedness, fixed charge coverage
and distribution of earnings. The Company is in compliance with the restrictive
covenants of such agreements, as amended from time to time.

7 Leases and Other Commitments

The Company leases certain operating facilities and machinery and equipment
under long-term, noncancelable operating leases. Future minimum rental
commitments under noncancelable operating leases attributable to having an
initial term in excess of one year at September 27, 2002 are as follows:

- --------------------------------------------------------------------------------
Year
- --------------------------------------------------------------------------------
2003                                                                      $5,390
2004                                                                       3,992
2005                                                                       3,027
2006                                                                       2,587
2007                                                                       2,054
Thereafter                                                                 6,232
- --------------------------------------------------------------------------------

Future minimum rental commitments to related parties are $623, $623, $456 and
$132 for 2003, 2004, 2005 and 2006, respectively. Rental expense attributable to
continuing operations under all leases was approximately $6,830, $6,739 and
$6,727 for 2002, 2001 and 2000, respectively.

The Company makes commitments in a broad variety of areas, including capital
expenditures, contracts for services, sponsorship of broadcast media and supply
of finished products and components, all of which are in the ordinary course of
business.

8 INCOME TAXES

Income tax expense (benefit) attributable to continuing operations for the
respective years consists of the following:

- ---------------------------------------------------------------------------
                              2002               2001               2000
- ---------------------------------------------------------------------------
Current:
- ---------------------------------------------------------------------------

                                      F-15
<PAGE>

    Federal              $     204          $      --          $      17
    State                       74                101                490
    Foreign                  9,732              5,301              6,572
Deferred                       175             (2,922)              (374)
- ---------------------------------------------------------------------------
                         $  10,185          $   2,480          $   6,705
- ---------------------------------------------------------------------------


The significant components of deferred tax expense (benefit) attributable to
continuing operations are as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                                  2002               2001               2000
- ---------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                <C>                <C>
Deferred tax benefit (exclusive of effects
    of other components listed below)                        $    (177)         $  (3,185)         $    (822)
Increase in beginning of the year balance of the
    valuation allowance for deferred tax assets                    352                263                448
- ---------------------------------------------------------------------------------------------------------------
                                                             $     175          $  (2,922)         $    (374)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>


The tax effects of temporary differences that give rise to significant portions
of deferred tax assets and deferred tax liabilities attributable to continuing
operations at the end of the respective years are presented below:

- --------------------------------------------------------------------------------
                                                      2002               2001
- --------------------------------------------------------------------------------
Deferred tax assets:
    Inventories                                  $   1,838          $   2,089
    Compensation                                     4,800              2,978
    Foreign tax credit carryforwards                 2,240              3,761
    Goodwill and other intangibles                   1,579                  -
    Net operating loss carryforwards                19,758             21,562
    Other                                            2,869              5,138
- --------------------------------------------------------------------------------
Total gross deferred tax assets                     33,084             35,528
Less valuation allowance                             8,398              8,046
- --------------------------------------------------------------------------------
                                                    24,686             27,482
- --------------------------------------------------------------------------------
Deferred tax liabilities:
    Foreign statutory reserves                          15              1,867
    Goodwill and other intangibles                       -                769
- --------------------------------------------------------------------------------
Total deferred tax liabilities                          15              2,636
- --------------------------------------------------------------------------------
Net deferred tax asset                           $  24,671          $  24,846
- --------------------------------------------------------------------------------


The net deferred tax asset is recorded as $5,083 in current and $19,588 in
non-current assets for 2002 and $5,269 in current and $19,577 in non-current
assets for 2001.

Following is the income (loss) from continuing operations before income taxes
and before cumulative effect of change in accounting principle for domestic and
foreign operations:

- --------------------------------------------------------------------------------
                                 2002               2001               2000
- --------------------------------------------------------------------------------
United States                $ (1,477)          $ (5,719)          $ (1,436)
Foreign                        41,970             11,809             16,516
- --------------------------------------------------------------------------------
                             $ 40,493           $  6,090           $ 15,080
- --------------------------------------------------------------------------------

                                      F-16
<PAGE>

The significant differences between the statutory federal tax rate and the
effective income tax rates for income from continuing operations are as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                                                                2002               2001               2000
- --------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>                <C>
Statutory U.S. federal income tax rate                          34.0%              34.0%              34.0%
State income taxes, net of federal income tax benefit             -                 0.9                3.8
Foreign rate differential                                       (8.8)               1.3                1.4
Change in beginning of year valuation allowance                  0.1                4.3                3.0
Foreign operating losses                                         0.1                 --                0.6
Other                                                           (0.2)               0.2                1.7
- --------------------------------------------------------------------------------------------------------------
                                                                25.2%              40.7%              44.5%
- --------------------------------------------------------------------------------------------------------------
</TABLE>

At September 27, 2002, the Company has $2,240 of foreign tax credit
carryforwards available to be offset against future U.S. tax liability. The
credits expire in 2003 through 2008 if not utilized. These carryforwards have
been fully reserved for in the valuation allowance. The balance of the valuation
allowance related to state and foreign net operating loss carryforwards and
other tax credits.

At September 27, 2002, the Company has a U.S. federal operating loss
carryforward of $36,676 which begin to expire in 2012, and various state net
operating loss carryforwards. During 2002, 2001 and 2000, foreign net operating
loss carryforwards were utilized, resulting in a reduction in income tax expense
of $27, $32 and $152, respectively. In addition, certain of the Company's
foreign subsidiaries have net operating loss carryforwards totaling $1,453.
These amounts are available to offset future taxable income over the next 14 to
20 years and are anticipated to be utilized during this period.

Taxes paid attributable to continuing operations were $4,663, $4,337, $9,935 for
2002, 2001 and 2000, respectively.

9 EMPLOYEE BENEFITS

Net periodic pension cost for noncontributory defined benefit pension plans
includes the following components.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                                                       2002               2001               2000
- ----------------------------------------------------------------------------------------------------
<S>                                                   <C>                <C>                <C>
Service cost                                          $ 471              $ 343              $ 315
Interest on projected benefit obligation                841                792                763
Less estimated return on plan assets                    652                631                592
Amortization of unrecognized:
    Net loss                                             28                  1                  4
    Prior service cost                                   26                 26                 26
    Transition asset                                    (80)               (80)               (81)
- ----------------------------------------------------------------------------------------------------
Net amount recognized                                 $ 634              $ 451              $ 435
- ----------------------------------------------------------------------------------------------------
</TABLE>


                                      F-17
<PAGE>

The following provides a reconciliation of the changes in the plans benefit
obligation and fair value of assets for 2002 and 2001 and a statement of the
funded status at the end of each year:

- --------------------------------------------------------------------------------
                                                             2002          2001
- --------------------------------------------------------------------------------
Benefit obligation:
    Benefit obligation at beginning of year              $ 11,929      $ 10,332
    Service cost                                              471           343
    Interest cost                                             841           792
    Actuarial loss                                             21         1,094
    Benefits paid                                            (681)         (632)
- --------------------------------------------------------------------------------
Benefit obligation at end of year                        $ 12,581      $ 11,929
- --------------------------------------------------------------------------------
Fair value of plan assets:
    Fair value of plan assets at beginning of year       $  7,684      $  8,620
    Actual return on plan assets                             (298)         (582)
    Company contributions                                     332           278
    Benefits paid                                            (681)         (632)
- --------------------------------------------------------------------------------
Fair value of plan assets at end of year                 $  7,037      $  7,684
- --------------------------------------------------------------------------------
Funded status:
    Funded status of the plan                            $ (5,544)     $ (4,245)
    Unrecognized net loss                                   2,702         2,084
    Unrecognized prior service cost                            97           123
    Unrecognized transition asset                            (130)         (211)
- --------------------------------------------------------------------------------
Net liability recognized                                 $ (2,875)     $ (2,249)
- --------------------------------------------------------------------------------


The following summarizes the components of the net liability recognized in the
consolidated balance sheets at the end of the respective years:

- --------------------------------------------------------------------------------
                                                        2002               2001
- --------------------------------------------------------------------------------
Prepaid benefit cost                                $     --           $     --
Accrued benefit liability                             (3,269)            (2,249)
Intangible asset                                          90                 --
Accumulation of other comprehensive income               304                 --
- --------------------------------------------------------------------------------
Net liability recognized                            $ (2,875)          $ (2,249)
- --------------------------------------------------------------------------------


Plan assets are invested primarily in stock and bond mutual funds and insurance
contracts.

Actuarial assumptions used to determine the projected benefit obligation are as
follows:

- --------------------------------------------------------------------------------
                                  2002               2001                 2000
- --------------------------------------------------------------------------------
Discount rate                     7.25%              7.25%                   8%
Long-term rate of return          8                  8                       8
Average salary increase rate      5                  5                       5
- --------------------------------------------------------------------------------


A majority of the Company's full-time employees are covered by profit sharing
and defined contribution programs. Participating entities determine profit
sharing distributions under various performance and service based formulas.

Expense attributable to continuing operations under the defined contribution
programs was approximately $2,300, $2,200 and $1,900 for 2002, 2001 and 2000,
respectively.

                                      F-18
<PAGE>

10 PREFERRED STOCK

The Company is authorized to issue 1,000,000 shares of preferred stock in
various classes and series, of which there are none currently issued or
outstanding.

11 COMMON STOCK

Common stock at the end of the respective years was as follows:

- --------------------------------------------------------------------------------
                                                       2002                2001
- --------------------------------------------------------------------------------
Class A, $.05 par value:
    Authorized                                   20,000,000          20,000,000
    Outstanding                                   7,112,155           6,946,012
Class B, $.05 par value:
    Authorized                                    3,000,000           3,000,000
    Outstanding                                   1,222,729           1,222,729
- --------------------------------------------------------------------------------


Holders of Class A common stock are entitled to elect 25% of the members of the
Board of Directors and holders of Class B common stock are entitled to elect the
remaining directors. With respect to matters other than the election of
directors or any matters for which class voting is required by law, holders of
Class A common stock are entitled to one vote per share while holders of Class B
common stock are entitled to ten votes per share. If any dividends (other than
dividends paid in shares of the Company) are paid by the Company on its common
stock, a dividend would be paid on each share of Class A common stock equal to
110% of the amount paid on each share of Class B common stock. Each share of
Class B common stock is convertible at any time into one share of Class A common
stock. During 2002 and 2001, no shares of Class B common stock were converted
into Class A common stock. During 2000, 132 shares of Class B common stock were
converted into Class A common stock.

12 STOCK OWNERSHIP PLANS

The Company's current stock ownership plans provide for issuance of options to
acquire shares of Class A common stock by key executives and non-employee
directors. All stock options have been granted at a price not less than fair
market value at the date of grant and become exercisable over periods of one to
four years from the date of grant. Stock options generally have a term of 10
years. Current plans also allow for issuance of restricted stock or stock
appreciation rights in lieu of options. Grants of restricted shares are not
significant in any year presented. No stock appreciation rights have been
granted.

A summary of stock option activity related to the Company's plans is as follows:

- --------------------------------------------------------------------------------
                                                                Weighted Average
                                            Shares                Exercise Price
- --------------------------------------------------------------------------------
Outstanding at October 1, 1999             778,837                       $ 14.02
Granted                                    268,500                          7.58
Cancelled                                  (95,107)                        15.23
- --------------------------------------------------------------------------------
Outstanding at September 29, 2000          952,230                         12.08
Granted                                    235,000                          5.50
Cancelled                                 (100,435)                        17.00
- --------------------------------------------------------------------------------
Outstanding at September 28, 2001        1,086,795                         10.20
Granted                                    277,755                          7.64
Exercised                                 (148,952)                        10.15
Cancelled                                 (151,579)                        13.54
- --------------------------------------------------------------------------------
Outstanding at September 27, 2002        1,064,019                       $  9.06
- --------------------------------------------------------------------------------

                                      F-19
<PAGE>

Shares available for grant to key executives and non-employee directors are
136,602 at September 27, 2002.

The range of options outstanding at September 27, 2002 is as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
     Price Range           Number of Options           Weighted Average Exercise          Weighted Average Remaining
       per Share     Outstanding/Exercisable       Price Outstanding/Exercisable         Contractual Life (in years)
- ---------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                  <C>                                           <C>
  $ 5.31 - 11.50             896,797/451,676                      $    7.28/7.59                                7.94
   12.94 - 17.50             107,222/104,222                         16.59/16.64                                4.79
   18.63 - 24.38               60,000/60,000                         22.15/22.15                                2.04
- ---------------------------------------------------------------------------------------------------------------------
                           1,064,019/615,898                      $   9.06/10.54                                7.29
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

The weighted average fair market value of options granted during the year was
$2.90 in 2002, $2.18 in 2001, $3.20 in 2000.

Had compensation cost for the Company's stock options been determined using the
fair value method, the Company's pro forma operating results would have been as
follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                             2002            2001             2000
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                <C>             <C>
Income from continuing operations before cumulative effect of
    change in accounting principle                                      $  29,858          $3,112          $ 7,744
Diluted earnings per common share from continuing operations
    before cumulative effect of change in accounting principle          $    3.54          $ 0.38          $  0.95
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


For purposes of calculating pro forma operating results, the fair value of each
option grant was estimated using the Black-Scholes option pricing model with an
expected volatility of 35%, a risk free rate equivalent to five year U.S.
Treasury securities and an expected life of five years. The pro forma operating
results reflect only options granted after 1995.

The Company's employee stock purchase plan provides for the issuance of Class A
common stock at a purchase price of not less than 85% of the fair market value
at the date of grant. During 2002, 2001 and 2000, 10,378, 13,382 and 16,701
shares, respectively, were issued under this plan. Shares available for purchase
by employees under this plan are 66,414 at September 27, 2002.

13 RELATED PARTY Transactions

Various transactions are conducted between the Company and other organizations
controlled by the Johnson Family. These include consulting services, aviation
services, office rental, royalties and certain administrative activities. Total
net costs of these transactions are $1,219, $546 and $542 for 2002, 2001 and
2000, respectively. The majority of the increase in 2002 resulted from a new
three year lease agreement with a Johnson Family controlled entity for the
Company's new headquarters facility.

On November 30, 2001, the Company entered into a sale/leaseback transaction for
its prior headquarters facility with a related party. The Company sold the
facility for $4,982 in cash and related furniture and fixtures for $200 in cash
and entered into a month-to-month lease agreement with the related party, which
terminated May 31, 2002. The Company and the related party engaged an
independent appraiser to determine the sale price of the facility. The gain of
$1,302, net of income tax of $675, was recorded as an additional contribution to
equity. The gain on the sale could not be recognized in the statement of
operations due to the related party nature of the transaction.

14 SEGMENTS OF BUSINESS

The Company conducts its worldwide operations through separate global business
units, each of which represent major product lines. Operations are conducted in
the U.S. and various foreign countries, primarily in Europe, Canada and the
Pacific Basin.

                                      F-20
<PAGE>

Net sales and operating profit include both sales to customers, as reported in
the Company's consolidated statements of operations, and interunit transfers,
which are priced to recover cost plus an appropriate profit margin. Identifiable
assets represent assets that are used in the Company's operations in each
business unit at the end of the years presented. There were no concentrations in
revenue from a particular customer, product or geographic area in each of the
years presented.

A summary of the Company's continuing operations by business segment is
presented below:

- --------------------------------------------------------------------------------
                                           2002          2001             2000
- --------------------------------------------------------------------------------
Net sales:
    Outdoor equipment:
        Unaffiliated customers       $  106,318    $  114,875       $  104,052
        Interunit transfers                 141            89               67
    Watercraft:
        Unaffiliated customers           82,865        85,841           90,178
        Interunit transfers                 534           343              397
    Diving:
        Unaffiliated customers           72,565        80,426           82,840
        Interunit transfers                  25            62                5
    Motors:
        Unaffiliated customers           80,577        64,446           76,680
        Interunit transfers                 761           539            1,363
    Other                                   207            49            1,139
    Eliminations                         (1,461)       (1,033)          (1,832)
- --------------------------------------------------------------------------------
                                     $  342,532    $  345,637       $  354,889
- --------------------------------------------------------------------------------
Operating profit (loss):
    Outdoor equipment                $   11,882    $   12,015       $    8,182
    Watercraft                            1,162         1,293           10,327
    Diving                               10,502        11,638           10,832
    Motors                                8,248           231            3,936
    Other                               (12,043)       (9,459)          (8,558)
- --------------------------------------------------------------------------------
                                     $   19,751    $   15,718       $   24,719
- --------------------------------------------------------------------------------
Identifiable assets:
    Outdoor equipment                $   23,114    $   49,027
    Watercraft                           54,480        65,147
    Diving                               78,403        85,393
    Motors                               21,423        22,819
    Other                                93,865        22,527
- ---------------------------------------------------------------
                                     $  271,285    $  244,913
- ---------------------------------------------------------------

                                      F-21
<PAGE>


A summary of the Company's continuing operations by geographic area is presented
below:

- --------------------------------------------------------------------------------
                                             2002          2001           2000
- --------------------------------------------------------------------------------
Net sales:
    United States:
        Unaffiliated customers         $  232,383    $  228,491     $  239,079
        Interarea transfers                 5,947         5,828          6,540
    Europe:
        Unaffiliated customers             83,696        89,995         88,567
        Interarea transfers                 7,993         7,267          7,800
    Other                                  26,453        27,151         27,243
    Interarea transfers                     4,032         7,170          7,863
    Eliminations                          (17,972)      (20,265)       (22,203)
- --------------------------------------------------------------------------------
                                       $  342,532    $  345,637     $  354,889
- --------------------------------------------------------------------------------
Identifiable assets:
    United States                      $  114,198    $  133,659
    Europe                                136,007        94,490
    Other                                  21,080        16,764
- -----------------------------------------------------------------
                                       $  271,285    $  244,913
- -----------------------------------------------------------------


15     VALUATION AND QUALIFYING ACCOUNTS

The following summarizes changes to valuation and qualifying accounts:

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------
                                                            Additions     Reserves of
                                            Balance at     Charged to      Businesses                      Balance
                                             Beginning      Costs and        Acquired           Less        at End
                                               of Year       Expenses         or Sold     Deductions       of Year
- --------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>              <C>           <C>            <C>
Year ended September 27, 2002:
    Allowance for doubtful accounts           $  3,739       $  1,937         $  (438)      $  1,210       $ 4,028
    Reserves for inventory valuation             3,404          1,798            (848)         2,171         2,183
Year ended September 28, 2001
    Allowance for doubtful accounts              3,895          2,460              --          2,616         3,739
    Reserves for inventory valuation             2,949          1,529              --          1,074         3,404
Year ended September 27, 2000:
    Allowance for doubtful accounts              3,236          1,812              --          1,153         3,895
    Reserves for inventory valuation             4,911            853              --          2,815         2,949
- --------------------------------------------------------------------------------------------------------------------
 Deductions include the net impact of foreign currency fluctuations on the
respective accounts.
</TABLE>

                                      F-22
<PAGE>


16 EARNINGS PER SHARE

Basic earnings per share exclude any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share are similar to the previously
reported fully diluted earnings per share.

The following sets forth the computation of basic and diluted earnings per
common share:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                           2002              2001             2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>               <C>              <C>
Income from continuing operations before cumulative effect
    of change in accounting principle for basic and diluted
    earnings per share                                                  $30,308            $3,610           $8,375
- --------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding                                   8,224,655         8,161,624        8,139,340
Less nonvested restricted stock                                          10,194            15,162           17,265
- --------------------------------------------------------------------------------------------------------------------
Basic average common shares                                           8,214,461         8,146,462        8,122,075
Dilutive stock options and restricted stock                             215,308            23,277            8,208
- --------------------------------------------------------------------------------------------------------------------
Diluted average common shares                                         8,429,769         8,169,739        8,130,283
- --------------------------------------------------------------------------------------------------------------------
Basic earnings per common share from continuing operations
    before cumulative effect of change in accounting principle            $3.69             $0.44            $1.03
- --------------------------------------------------------------------------------------------------------------------
Diluted earnings per common share from continuing operations
    before cumulative effect of change in accounting principle            $3.59             $0.44            $1.03
- --------------------------------------------------------------------------------------------------------------------
</TABLE>


Stock options that could potentially dilute basic earnings per share in the
future that were not included in the fully diluted computation for 2002 because
they would have been antidilutive were 186,222.

17 LITIGATION

The Company is subject to various legal actions and proceedings in the normal
course of business, including those related to environmental matters. The
Company is insured against loss for certain of these matters. Although
litigation is subject to many uncertainties and the ultimate exposure with
respect to these matters cannot be ascertained, management does not believe the
final outcome of any pending litigation will have a material adverse effect on
the financial condition, results of operations, liquidity or cash flows of the
Company.

                                      F-23
<PAGE>

18 QUARTERLY FINANCIAL SUMMARY (unaudited)

The following summarizes quarterly operating results:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                     First Quarter       Second Quarter         Third Quarter       Fourth Quarter
- ---------------------------------------------------------------------------------------------------------------------
                                    2002       2001      2002      2001        2002       2001      2002       2001
- ---------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>       <C>       <C>        <C>        <C>        <C>        <C>
Net sales                         $59,738    $58,750   $97,718   $98,719    $116,699   $113,927   $68,377    $74,241
Gross profit                       25,290     23,806    40,741    39,829      49,382     47,064    25,641     28,082
Operating profit (loss)               991     (3,569)    8,258     6,595      12,974     13,000    (2,472)      (308)
- ---------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing
  operations before
  cumulative effect of change
  in accounting principle            (396)    (3,229)    3,889     2,203       6,433      6,283    20,382     (1,647)
Gain on disposal of
  discontinued operations,
  net of tax                           --         --       495        --          --         --        --         --
Income (loss) from cumulative
  effect of change in
  accounting principle, net
  of tax                          (22,876)     1,755        --        --          --         --        --         --
- ---------------------------------------------------------------------------------------------------------------------
Net income (loss)                $(23,272)   $(1,474)   $4,384    $2,203      $6,433     $6,283   $20,382    $(1,647)
- ---------------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per
 common share:
    Continuing operations          $(0.05)    $(0.40)    $0.48     $0.27       $0.78      $0.77     $2.45     $(0.20)
    Discontinued operations            --         --      0.06        --          --         --        --         --
    Cumulative effect of
      change in accounting
      principle, net of tax         (2.80)      0.22        --        --          --         --        --         --
- ---------------------------------------------------------------------------------------------------------------------
Net income (loss)                  $(2.85)    $(0.18)    $0.54     $0.27       $0.78      $0.77     $2.45     $(0.20)
- ---------------------------------------------------------------------------------------------------------------------
Diluted earnings (loss) per
 common share:
    Continuing operations          $(0.05)    $(0.40)    $0.46     $0.27       $0.75      $0.77     $2.38     $(0.20)
    Discontinued operations            --         --      0.06        --          --         --        --         --
    Cumulative effect of
      change in accounting
      principle, net of tax         (2.80)      0.22        --        --          --         --        --         --
- ---------------------------------------------------------------------------------------------------------------------
Net income (loss)                $(2.85)      $(0.18)    $0.52     $0.27       $0.75     $ 0.77     $2.38     $(0.20)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-24

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2(A)
<SEQUENCE>3
<FILENAME>irm35e.txt
<DESCRIPTION>BYLAWS
<TEXT>
                                     BYLAWS

                                       OF

                              Johnson Outdoors Inc.
                            (A Wisconsin Corporation)

                     (As amended through December 16, 2002)



                                   ARTICLE ONE

                                     Offices
                                     -------

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

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

                                  ARTICLE TWO

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

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

     2.02 Special Meetings.

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

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

<PAGE>

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

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

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

                                       2
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

                                       4
<PAGE>

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

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

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

                                       5
<PAGE>

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

     2.07 Quorum and Voting Requirements; Postponements; Adjournments.

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

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

                                       6
<PAGE>

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

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

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

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

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

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

                                       7
<PAGE>

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

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

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

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

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

     2.12 Notice of Shareholder Business and Nomination of Directors.

          (a) Annual Meetings.

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

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

                                       8
<PAGE>

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

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

                                       9
<PAGE>

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

          (c) General.

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

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

                                       10
<PAGE>

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

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

                                  ARTICLE THREE

                                    Directors
                                    ---------

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

     3.02 Number of Directorship Positions; Chairman of the Board.

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

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

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

                                       11
<PAGE>

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

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

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

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

                                       12
<PAGE>

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

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

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

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

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

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

                                       13
<PAGE>

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

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

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

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

                                       14
<PAGE>

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

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

                                  ARTICLE FOUR

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

     4.01 General.

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

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

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

                                       15
<PAGE>

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

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

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

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

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

                                       16
<PAGE>

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

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

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

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

                                       17
<PAGE>

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

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

                                  ARTICLE FIVE

                                    Officers
                                    --------

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

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

                                       18
<PAGE>

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

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

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

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

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

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

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

                                       19
<PAGE>

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

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

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

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

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

                                       20
<PAGE>

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

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

                                   ARTICLE SIX

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

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

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

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

                                       21
<PAGE>

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

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

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

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

                                       22
<PAGE>

                                  ARTICLE SEVEN

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

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

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

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

                                       23
<PAGE>

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

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

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

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

                                  ARTICLE EIGHT

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

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

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

                                       24
<PAGE>

                                  ARTICLE NINE

                                   Amendments
                                   ----------

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

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

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

                                   ARTICLE TEN

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

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

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

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

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

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

                                       25
<PAGE>

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

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

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

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

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

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

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

     10.03 Procedural Requirements.

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

                                       26
<PAGE>

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

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

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

     10.04 Determination of Indemnification.

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

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

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

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

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

                                       27
<PAGE>

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

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

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

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

     10.05 Mandatory Allowance of Expenses.

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

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

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

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

     10.06 Indemnification and Allowance of Expenses of Certain Others.

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

                                       28
<PAGE>

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

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

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

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

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

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

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

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

                                       29
<PAGE>

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

                                       30

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2(B)
<SEQUENCE>4
<FILENAME>irm35j.txt
<DESCRIPTION>AMENDMENTS TO BYLAWS
<TEXT>
                             AMENDMENTS TO BYLAWS OF
                              JOHNSON OUTDOORS INC.
                         Amended as of December 16, 2002



The following sections were amended to read in their entirety as set forth
below:

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

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

4.01(h)   Definition of Independent Director. A director will be considered
          independent if he or she has not been employed by the Company as an
          executive officer within the past three years; is not a paid advisor
          or consultant to the Company

<PAGE>

          and derives no financial benefit from any entity as a result of advice
          or consulting services provided to the Company by such entity; is not
          an executive officer, director, or significant customer or supplier of
          the Company; has no personal services contract with the Company; is
          not an executive officer or director of a tax exempt entity receiving
          more than 5% of its annual contributions from the Company; is not a
          spouse, parent, child, or sibling of an executive officer of the
          Company; and is not an employee nor is deriving significant income
          from any other entity deemed to be a "Johnson Family Enterprise."

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

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

                                                                     Page 2 of 4
<PAGE>

          accordance with policies adopted by the Board of Directors; and (g)
          perform such other duties as shall from time to time be delegated to
          the Committee by the Board of Directors. The membership of the Audit
          Committee shall be determined by the Board of Directors as provided in
          Section 4.01 of these bylaws.

4.04      Compensation Committee. The corporation shall have a Compensation
          Committee comprised solely of independent directors. The Compensation
          Committee shall be a Board Committee and shall be subject to the
          provisions of Section 4.01 of these bylaws. The Compensation Committee
          shall have the authority to establish the compensation and benefits
          for directors, officers and, at the option of the Compensation
          Committee, other managerial personnel of the corporation and its
          subsidiaries, including, without limitation, fixing the cash
          compensation of such persons, establishing and administering
          compensation and benefit plans for such persons and determining awards
          thereunder, and entering into (or amending existing) employment and
          compensation agreements with any such persons. The Compensation
          Committee may also recommend persons to be elected as officers of the
          corporation or any of its subsidiaries to the Board of Directors. The
          Compensation Committee shall perform such other duties as shall from
          time to time be delegated to the Compensation Committee by the Board
          of Directors. The authority of the Compensation Committee shall be
          subject to such limitations and restrictions as may be imposed by the
          Board of Directors, which may delegate the authority to establish or
          administer specific employee compensation or benefit plans to one or
          more other Board Committees or one or more persons designated by the
          Board of Directors. The Compensation Committee shall consist solely of
          members of the Board of Directors who are not officers of the
          corporation. The membership of the Compensation Committee shall be
          determined by the Board of Directors as provided in Section 4.01 of
          these bylaws.

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

                                                                     Page 3 of 4
<PAGE>

          Nomination Committee shall be determined by the Board of Directors as
          provided in Section 4.01 of these bylaws.


                                                                     Page 4 of 4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>5
<FILENAME>irm35a.txt
<DESCRIPTION>CONSENT AND AMENDMENT
<TEXT>
                              JOHNSON OUTDOORS INC.
                           555 Main Street, Suite 023
                             Racine, Wisconsin 53403


                              CONSENT AND AMENDMENT


                          Dated as of September 6, 2002


                 Re: Note Agreements dated as of October 1, 1995
                                       and
                    $30,000,000 7.77% Senior Notes, Series A,
                              Due October 15, 2005
                                       and
                    $15,000,000 6.98% Senior Notes, Series B,
                              Due October 15, 2005


To the Purchasers Named
  on Schedule I hereto

Ladies and Gentlemen:

         Reference is made to the separate Note Agreements dated as of October
1, 1995, as amended by that certain First Amendment to Note Agreements dated as
of October 31, 1996, and that Second Amendment to Note Agreements dated as of
September 30, 1997, and that Third Amendment to Note Agreements dated as of
October 3, 1997, and that Fourth Amendment to Note Agreements dated as of
January 10, 2000, and that Fifth Amendment and Waiver to Note Agreements dated
as of December 13, 2001 (the Note Agreements as amended the "Note Agreements")
between Johnson Outdoors Inc., a Wisconsin corporation (the "Company"), and each
of you, under and pursuant to which $30,000,000 7.77% Senior Notes, Series A,
due October 15, 2005 and $15,000,000 6.98% Senior Notes, Series B, due October
15, 2005, of the Company were originally issued. Terms used but not otherwise
defined herein shall have the meanings set forth in the Note Agreements.

         The Company hereby requests that each of you consent to the Sale
Transaction (defined below) and agree to the amendment of the Note Agreement
relating thereto set forth below in the manner herein provided:


                                    ARTICLE 1
                              CONSENT AND AMENDMENT

         Section 1.1. Consent to Sale Transaction. The Company has advised each
of you of its plans to sell all of the stock of its Jack Wolfskin subsidiary for
net cash proceeds of approximately $61,000,000, which sale is expected to be
consummated on or prior to

<PAGE>

September 30, 2002 (the "Sale Transaction"). Consummation of the Sale
Transaction would exceed the limitations on sales of assets set forth in Section
5.8 of the Note Agreements. Subject to all of the terms and conditions hereof,
the Noteholders hereby consent to the Sale Transaction provided, that (a) the
Sale Transaction shall occur on or before September 30, 2002, (b) the Sale
Transaction is for consideration consisting of at least eighty-five percent
(85%) cash, (c) the sale price is for not less than fair market value (as
determined in good faith by the Company's board of directors), and (d) after
giving effect to such sale, no Default or Event of Default shall exist.

         Section 1.2. Amendment of Note Agreement. You hereby consent to the
amendments of the Note Agreement hereinafter set forth for the purpose of
permitting the Sale Transaction:

         (a) Section 5.8(b)(1) of the Note Agreement shall be amended to read as
follows:

                   (1) either (i) the net book value of such assets, when added
         to the net book value of all other assets sold, leased, transferred or
         otherwise disposed of by the Company and its Restricted Subsidiaries
         pursuant to this ss.5.8(b)(1) during the immediately preceding
         twelve-month period do not constitute (x) 10% of Consolidated Total
         Assets prior to the consummation of the sale of all of the stock of its
         Jack Wolfskin Subsidiary (the "Sale Transaction"), (y) 15% of
         Consolidated Total Assets during the 12 month period beginning with the
         date upon which the Sale Transaction is consummated, and (z) 10% of
         Consolidated Total Assets at all times thereafter (in each case
         determined as of the end of the immediately preceding fiscal quarter)
         or (ii) the sum of the portions of Consolidated Net Income contributed
         for the immediately preceding twelve-month period (each as determined
         in good faith by the chief financial officer of the Company) by (A)
         such assets, (B) each Restricted Subsidiary (or portion thereof)
         disposed of during such period and (C) other assets of the Company and
         its Restricted Subsidiaries disposed of during such period pursuant to
         this ss.5.8(b)(1) do not constitute (x) 10% of Consolidated Net Income
         prior to the consummation of the Sale Transaction, (y) the portion of
         Consolidated Net Income attributable to the assets which were sold in
         the Sale Transaction, plus 3% of Consolidated Net Income during the 12
         month period beginning with the date upon which the Sale Transaction is
         consummated, and (z) 10% of Consolidated Net Income for such period at
         all times thereafter; and

         (b) the proviso to Section 5.8 shall be amended to read as follows:

         provided, however, that notwithstanding the foregoing, any sale,
         transfer, issuance or other disposition of shares pursuant to
         ss.ss.5.8(c)(3) or 5.8(c)(4) may not be consummated if either (i) the
         net book value of the assets of such Restricted Subsidiary attributable
         to such sale, transfer, issuance or other disposition of shares when
         added to the net book value of all other assets sold, leased,
         transferred or otherwise disposed of by the Company and its Restricted
         Subsidiaries during the immediately preceding twelve-month period would
         constitute (x) 10% of Consolidated Total Assets prior to the
         consummation of the Sale Transaction, (y) 15% of Consolidated Total
         Assets during the 12 month period beginning with the date upon which
         the Sale Transaction is consummated, and (z) 10% of Consolidated Total
         Assets at all times thereafter (in each case determined as of the end
         of the immediately preceding fiscal quarter), or (ii) the portions of
         Consolidated Net Income for the immediately preceding twelve-month
         period contributed (each as determined in good faith by the chief
         financial officer of the Company) by (1) such assets, (2) each
         Restricted Subsidiary (or portion thereof) disposed of during such
         period and (3) other assets of the Company and its Restricted
         Subsidiaries sold, leased, transferred or otherwise disposed of by the
         Company and its Restricted Subsidiaries during such period would exceed
         (x) 10% of Consolidated Net Income prior to the consummation of the
         Sale Transaction, (y) the portion of Consolidated Net Income

                                      -2-
<PAGE>

         attributable to the assets which were sold in the Sale Transaction,
         plus 3% of Consolidated Net Income during the 12 month period beginning
         with the date upon which the Sale Transaction is consummated, and (z)
         10% of Consolidated Net Income for such period at all times thereafter.


                                    ARTICLE 2
                         WARRANTIES AND REPRESENTATIONS

         The Company represents and warrants that as of the date hereof:

         Section 2.1. Consent and Amendment is Legal and Authorized. (a) The
execution and delivery of this Consent and Amendment by the Company and
compliance by the Company with all of the provisions of the Note Agreements --

                   (i) is within the corporate powers of the Company; and

                  (ii) will not violate any provisions of any law or any order
         of any court or governmental authority or agency and will not conflict
         with or result in any breach of any of the terms, conditions or
         provisions of, or constitute a default under the Articles of
         Incorporation or By-laws of the Company or any indenture or other
         agreement or instrument to which the Company is a party or by which it
         may be bound or result in the imposition of any Liens or encumbrances
         on any property of the Company.

         (b) The execution and delivery of this Consent and Amendment has been
duly authorized by proper corporate action on the part of the Company (no action
by the stockholders of the Company being required by law, by the Articles of
Incorporation or By-laws of the Company or otherwise); and this Consent and
Amendment has been executed and delivered by the Company and the Note Agreements
constitute the legal, valid and binding obligation, contract and agreement of
the Company enforceable in accordance with their terms.

          Section 2.2. No Defaults. Upon effectiveness of this Consent and
Amendment no Default or Event of Default will exist or be continuing.

         Section 2.3. Compensation. The Company has paid no fee or other
remuneration to any Person (other than legal fees) in connection with the
solicitation of (i) this Consent and Amendment, or (ii) any other waiver,
consent or amendment which relates to the Sale Transaction under any agreement
pursuant to which indebtedness of the Company is outstanding.

                                      -3-
<PAGE>

                                    ARTICLE 3
                              CONDITIONS PRECEDENT

         This Consent and Amendment shall be effective as of September 6, 2002
upon the fulfillment by the Company of the conditions precedent set forth below.
The closing date for this Consent and Amendment (the "Closing Date") shall be
subject to the fulfillment by the Company of the following conditions precedent:

         Section 3.1. Execution and Delivery. This Consent and Amendment shall
have been executed and delivered by the Company and the holders of at least 70%
in aggregate principal amount of the Notes.

         Section 3.2. Consent of Subsidiary Guarantors. The Subsidiary
Guarantors shall have executed and delivered the Consent attached hereto as
Exhibit A.

         Section 3.3. Other Consents. The Company shall have obtained consents
and waivers under each of the other agreements pursuant to which indebtedness of
the Company is outstanding and such other consents and waivers shall be in
substantially the same form as this Consent and Amendment or shall have such
changes as shall be reasonably acceptable to you.

         Section 3.4. Payment of Special Counsel Fees. The Company shall have
paid the reasonable fees and disbursements of your special counsel for which the
Company shall have received an invoice at least one business day prior to the
Closing Date.


                                    ARTICLE 4
                                  MISCELLANEOUS

         Section 4.1. Ratification of Note Agreements. Except as herein
expressly provided, each of the Note Agreements is in all respects ratified and
confirmed. If and to the extent that any of the terms or provisions of the Note
Agreements is in conflict or inconsistent with any of the terms or provisions of
this Consent and Amendment, this Consent and Amendment shall govern.

         Section 4.2. Counterparts. This Consent and Amendment may be
simultaneously executed in any number of counterparts, and all such counterparts
together, each as an original, shall constitute but one and the same instrument.

         Section 4.3. Reference to the Note Agreements. Any and all notices,
requests, certificates and any other instruments, including the Notes, may refer
to the Note Agreements or the Note Agreements dated as of October 15, 1995,
without making specific reference to this Consent and Amendment, but all such
references shall be deemed to include this Consent and Amendment.

         Section 4.4. Governing Law. The Note Agreements and the Notes shall be
governed by and construed in accordance with Wisconsin law, including all
matters of construction, validity and performance.

                                      -4-
<PAGE>

         Section 4.5. Successors and Assigns. This Consent and Amendment shall
be binding upon the Company and its successors and assigns and shall inure to
the benefit of each of you and to the benefit of your successors and assigns,
including each successive holder or holders of any Notes.

                                      -5-
<PAGE>

         IN WITNESS WHEREOF, the Company has executed this Consent and Amendment
as of the day and year first above written.

                                          JOHNSON OUTDOORS INC.


                                          By:  /s/ Wade T. Neuharth
                                               Name:  Wade T. Neuharth
                                               Title: Treasurer


                                      -6-
<PAGE>



                                          NATIONWIDE LIFE INSURANCE COMPANY


                                          By: /s/ Mark W. Poeppelman
                                              Name:  Mark W. Poeppelman
                                              Title: Associate Vice President

                                          GREAT-WEST LIFE & ANNUITY
                                             INSURANCE COMPANY


                                          By: /s/ James G. Lowery
                                              Name:  James G. Lowery
                                              Title: Assistant Vice President
                                                      Investments


                                          By: /s/ Wayne T. Hoffman
                                              Name:  Wayne T. Hoffman
                                              Title: Senior Vice President
                                                      Investments

                                      -7-
<PAGE>

                        CONSENT OF SUBSIDIARY GUARANTORS

         The undersigned Subsidiary Guarantors, as party to the Guaranty
Agreement dated as of December 13, 2001 (the "Guaranty Agreement"), hereby (i)
consent to the Consent and Amendment dated as of even date herewith to which
this consent is attached, (ii) confirm that the Guaranty Agreement remains in
full force and effect after giving effect to the Consent and Amendment, and
(iii) represent and warrant that no defense, counterclaim or offset of any type
or nature exists under the Guaranty Agreement.

Dated as of September 6, 2002

                                          SUBSIDIARY GUARANTORS:

                                          LEISURE LIFE LIMITED
                                          EXTRASPORT, INC.
                                          OLD TOWN CANOE COMPANY
                                          UNDER SEA INDUSTRIES, INC.


                                          By:/s/ Wade T. Neuharth
                                              Name:  Wade T. Neuharth
                                              Its:   Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>6
<FILENAME>irm35b.txt
<DESCRIPTION>CONSENT AND AMENDMENT
<TEXT>
                              JOHNSON OUTDOORS INC.
                           555 Main Street, Suite 023
                             Racine, Wisconsin 53403


                              CONSENT AND AMENDMENT


                          Dated as of September 6, 2002


                Re: Note Agreement dated as of September 15, 1997

                                       and

                         $25,000,000 7.15% Senior Notes
                              Due October 15, 2007


The Northwestern Mutual Life
  Insurance Company

Ladies and Gentlemen:

         Reference is made to the Note Agreement dated as of September 15, 1997,
as amended by the First Amendment to Note Agreement dated as of February 1, 2000
and the Second Amendment and Waiver to Note Agreement dated as of December 13,
2001 (the Note Agreement as amended the "Note Agreement") between Johnson
Outdoors Inc., a Wisconsin corporation (the "Company"), and you, under and
pursuant to which $25,000,000 7.15% Senior Notes, due October 15, 2007, of the
Company were originally issued. Terms used but not otherwise defined herein
shall have the meanings set forth in the Note Agreement.

         The Company hereby requests that you consent to the Sale Transaction
(defined below) and agree to the amendment of the Note Agreement relating
thereto set forth below in the manner herein provided:


                                    ARTICLE 1
                              CONSENT AND AMENDMENT

         Section 1.1. Consent to Sale Transaction. The Company has advised you
of its plans to sell all of the stock of its Jack Wolfskin subsidiary for net
cash proceeds of approximately $61,000,000, which sale is expected to be
consummated on or prior to September 30, 2002 (the "Sale Transaction").
Consummation of the Sale Transaction would exceed the limitations on sales of
assets set forth in Section 5.8 of the Note Agreement. Subject to all of the
terms and conditions hereof, you hereby consent to the Sale Transaction
provided, that (a) the Sale Transaction shall occur on or before September 30,
2002, (b) the Sale Transaction is for consideration consisting of at least
eighty-five percent (85%) cash, (c) the sale price is for not

<PAGE>

less than fair market value (as determined in good faith by the Company's board
of directors), and (d) after giving effect to such sale, no Default or Event of
Default shall exist.

         Section 1.2. Amendment of Note Agreement. You hereby consent to the
amendments of the Note Agreement hereinafter set forth for the purpose of
permitting the Sale Transaction:

         (a) Section 5.8(b)(1) of the Note Agreement shall be amended to read as
follows:

                   (1) either (i) the net book value of such assets, when added
         to the net book value of all other assets sold, leased, transferred or
         otherwise disposed of by the Company and its Restricted Subsidiaries
         pursuant to this ss.5.8(b)(1) during the immediately preceding
         twelve-month period do not constitute (x) 10% of Consolidated Total
         Assets prior to the consummation of the sale of all of the stock of its
         Jack Wolfskin Subsidiary (the "Sale Transaction"), (y) 15% of
         Consolidated Total Assets during the 12 month period beginning with the
         date upon which the Sale Transaction is consummated, and (z) 10% of
         Consolidated Total Assets at all times thereafter (in each case
         determined as of the end of the immediately preceding fiscal quarter)
         or (ii) the sum of the portions of Consolidated Net Income contributed
         for the immediately preceding twelve-month period (each as determined
         in good faith by the chief financial officer of the Company) by (A)
         such assets, (B) each Restricted Subsidiary (or portion thereof)
         disposed of during such period and (C) other assets of the Company and
         its Restricted Subsidiaries disposed of during such period pursuant to
         this ss.5.8(b)(1) do not constitute (x) 10% of Consolidated Net Income
         prior to the consummation of the Sale Transaction, (y) the portion of
         Consolidated Net Income attributable to the assets which were sold in
         the Sale Transaction, plus 3% of Consolidated Net Income during the 12
         month period beginning with the date upon which the Sale Transaction is
         consummated, and (z) 10% of Consolidated Net Income for such period at
         all times thereafter; and

         (b) the proviso to Section 5.8 shall be amended to read as follows:

         provided, however, that notwithstanding the foregoing, any sale,
         transfer, issuance or other disposition of shares pursuant to
         ss.ss.5.8(c)(3) or 5.8(c)(4) may not be consummated if either (i) the
         net book value of the assets of such Restricted Subsidiary attributable
         to such sale, transfer, issuance or other disposition of shares when
         added to the net book value of all other assets sold, leased,
         transferred or otherwise disposed of by the Company and its Restricted
         Subsidiaries during the immediately preceding twelve-month period would
         constitute (x) 10% of Consolidated Total Assets prior to the
         consummation of the Sale Transaction, (y) 15% of Consolidated Total
         Assets during the 12 month period beginning with the date upon which
         the Sale Transaction is consummated, and (z) 10% of Consolidated Total
         Assets at all times thereafter (in each case determined as of the end
         of the immediately preceding fiscal quarter), or (ii) the portions of
         Consolidated Net Income for the immediately preceding twelve-month
         period contributed (each as determined in good faith by the chief
         financial officer of the Company) by (1) such assets, (2) each
         Restricted Subsidiary (or portion thereof) disposed of during such
         period and (3) other assets of the Company and its Restricted
         Subsidiaries

                                      -2-
<PAGE>

         sold, leased, transferred or otherwise disposed of by the Company and
         its Restricted Subsidiaries during such period would exceed (x) 10% of
         Consolidated Net Income prior to the consummation of the Sale
         Transaction, (y) the portion of Consolidated Net Income attributable
         to the assets which were sold in the Sale Transaction, plus 3% of
         Consolidated Net Income during the 12 month period beginning with the
         date upon which the Sale Transaction is consummated, and (z) 10% of
         Consolidated Net Income for such period at all times thereafter.


                                    ARTICLE 2
                         WARRANTIES AND REPRESENTATIONS

         The Company represents and warrants that as of the date hereof:

         Section 2.1. Consent and Amendment is Legal and Authorized. (a) The
execution and delivery of this Consent and Amendment by the Company and
compliance by the Company with all of the provisions of the Note Agreement --

                   (i) is within the corporate powers of the Company; and

                  (ii) will not violate any provisions of any law or any order
         of any court or governmental authority or agency and will not conflict
         with or result in any breach of any of the terms, conditions or
         provisions of, or constitute a default under the Articles of
         Incorporation or By-laws of the Company or any indenture or other
         agreement or instrument to which the Company is a party or by which it
         may be bound or result in the imposition of any Liens or encumbrances
         on any property of the Company.

         (b) The execution and delivery of this Consent and Amendment has been
duly authorized by proper corporate action on the part of the Company (no action
by the stockholders of the Company being required by law, by the Articles of
Incorporation or By-laws of the Company or otherwise); and this Consent and
Amendment has been executed and delivered by the Company and the Note Agreement
constitutes the legal, valid and binding obligation, contract and agreement of
the Company enforceable in accordance with its terms.

         Section 2.2. No Defaults. Upon effectiveness of this Consent and
Amendment no Default or Event of Default will exist or be continuing.

         Section 2.3. Compensation. The Company has paid no fee or other
remuneration to any Person (other than legal fees) in connection with the
solicitation of (i) this Consent and Amendment, or (ii) any other waiver,
consent or amendment which relates to the Sale Transaction under any agreement
pursuant to which indebtedness of the Company is outstanding.


                                    ARTICLE 3
                              CONDITIONS PRECEDENT

         This Consent and Amendment shall be effective as of September 6, 2002
upon the fulfillment by the Company of the conditions precedent set forth below.
The closing date for this

                                      -3-
<PAGE>

Consent and Amendment (the "Closing Date") shall be subject to the fulfillment
by the Company of the following conditions precedent:

         Section 3.1. Payment of Special Counsel Fees. The Company shall have
paid the reasonable fees and disbursements of your special counsel for which the
Company shall have received an invoice at least one business day prior to the
Closing Date.

         Section 3.2. Consent of Subsidiary Guarantors. The Subsidiary
Guarantors shall have executed and delivered the Consent attached hereto as
Exhibit A.

         Section 3.3. Other Consents. The Company shall have obtained consents
and waivers under each of the other agreements pursuant to which indebtedness of
the Company is outstanding and such other consents and waivers shall be in
substantially the same form as this Consent and Amendment or shall have such
changes as shall be reasonably acceptable to you.


                                    ARTICLE 4
                                  MISCELLANEOUS

         Section 4.1. Ratification of Note Agreement. Except as herein expressly
provided, the Note Agreement is in all respects ratified and confirmed. If and
to the extent that any of the terms or provisions of the Note Agreement is in
conflict or inconsistent with any of the terms or provisions of this Consent and
Amendment, this Consent and Amendment shall govern.

         Section 4.2. Counterparts. This Consent and Amendment may be
simultaneously executed in any number of counterparts, and all such counterparts
together, each as an original, shall constitute but one and the same instrument.

         Section 4.3. Reference to the Note Agreement. Any and all notices,
requests, certificates and any other instruments, including the Notes, may refer
to the Note Agreement or the Note Agreement dated as of September 15, 1997,
without making specific reference to this Consent and Amendment, but all such
references shall be deemed to include this Consent and Amendment.

         Section 4.4. Governing Law. The Note Agreement and the Notes shall be
governed by and construed in accordance with Wisconsin law, including all
matters of construction, validity and performance.

         Section 4.5. Successors and Assigns. This Consent and Amendment shall
be binding upon the Company and its successors and assigns and shall inure to
the benefit of your successors and assigns, including each successive holder or
holders of any Notes.

                                      -4-
<PAGE>

         IN WITNESS WHEREOF, the Company has executed this Consent and Amendment
as of the day and year first above written.

                                                     JOHNSON OUTDOORS INC.


                                                     By: /s/ Wade T. Neuharth
                                                          Name: Wade T. Neuharth
                                                          Title:Treasurer



                                                     THE NORTHWESTERN MUTUAL
                                                       LIFE INSURANCE COMPANY


                                                     By: /s/ Jerome R. Baier
                                                          Name:  Jerome R. Baier
                                                          Title: Its Authorized
                                                                 Representative

                                      -5-
<PAGE>

                        CONSENT OF SUBSIDIARY GUARANTORS

         The undersigned Subsidiary Guarantors, as party to the Guaranty
Agreement dated as of December 13, 2001 (the "Guaranty Agreement"), hereby (i)
consent to the Consent and Amendment dated as of even date herewith to which
this consent is attached, (ii) confirm that the Guaranty Agreement remains in
full force and effect after giving effect to the Consent and Amendment, and
(iii) represent and warrant that no defense, counterclaim or offset of any type
or nature exists under the Guaranty Agreement.

Dated as of September 6, 2002

                                                     SUBSIDIARY GUARANTORS:

                                                     LEISURE LIFE LIMITED
                                                     EXTRASPORT, INC.
                                                     OLD TOWN CANOE COMPANY
                                                     UNDER SEA INDUSTRIES, INC.


                                                     By: /s/ Wade T. Neuharth
                                                          Name: Wade T. Neuharth
                                                          Its:  Secretary



                                   Exhibit A

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.15
<SEQUENCE>7
<FILENAME>irm35c.txt
<DESCRIPTION>CONSENT AND AMENDMENT
<TEXT>
                              JOHNSON OUTDOORS INC.
                           555 Main Street, Suite 023
                             Racine, Wisconsin 53403


                              CONSENT AND AMENDMENT


                          Dated as of September 6, 2002


                Re: Note Agreements dated as of December 13, 2001
                                       and
                         $50,000,000 7.82% Senior Notes
                              Due December 13, 2008


To the Purchasers Named
  on Schedule I hereto

Ladies and Gentlemen:

         Reference is made to the separate Note Agreements dated as of December
13, 2001 (the "Note Agreements") between Johnson Outdoors Inc., a Wisconsin
corporation (the "Company"), and each of you, under and pursuant to which
$50,000,000 7.82% Senior Notes, due December 13, 2008, of the Company were
originally issued. Terms used but not otherwise defined herein shall have the
meanings set forth in the Note Agreements.

         The Company hereby requests that each of you consent to the Sale
Transaction (defined below) and agree to the amendment of the Note Agreement
relating thereto set forth below in the manner herein provided:


                                    ARTICLE 1
                              CONSENT AND AMENDMENT

         Section 1.1. Consent to Sale Transaction. The Company has advised each
of you of its plans to sell all of the stock of its Jack Wolfskin subsidiary for
net cash proceeds of approximately $61,000,000, which sale is expected to be
consummated on or prior to September 30, 2002 (the "Sale Transaction").
Consummation of the Sale Transaction would exceed the limitations on sales of
assets set forth in Section 5.8 of the Note Agreements. Subject to all of the
terms and conditions hereof, the Noteholders hereby consent to the Sale
Transaction provided, that (a) the Sale Transaction shall occur on or before
September 30, 2002, (b) the Sale Transaction is for consideration consisting of
at least eighty-five percent (85%) cash, (c) the sale price is for not less than
fair market value (as determined in good faith by the Company's board of
directors), and (d) after giving effect to such sale, no Default or Event of
Default shall exist.

         Section 1.2. Amendment of Note Agreement. You hereby consent to the
amendments of the Note Agreement hereinafter set forth for the purpose of
permitting the Sale Transaction:

<PAGE>

         (a) Section 5.8(b)(1) of the Note Agreement shall be amended to read as
follows:

                   (1) either (i) the net book value of such assets, when added
         to the net book value of all other assets sold, leased, transferred or
         otherwise disposed of by the Company and its Restricted Subsidiaries
         pursuant to this ss.5.8(b)(1) during the immediately preceding
         twelve-month period do not constitute (x) 10% of Consolidated Total
         Assets prior to the consummation of the sale of all of the stock of its
         Jack Wolfskin Subsidiary (the "Sale Transaction"), (y) 15% of
         Consolidated Total Assets during the 12 month period beginning with the
         date upon which the Sale Transaction is consummated, and (z) 10% of
         Consolidated Total Assets at all times thereafter (in each case
         determined as of the end of the immediately preceding fiscal quarter)
         or (ii) the sum of the portions of Consolidated Net Income contributed
         for the immediately preceding twelve-month period (each as determined
         in good faith by the chief financial officer of the Company) by (A)
         such assets, (B) each Restricted Subsidiary (or portion thereof)
         disposed of during such period and (C) other assets of the Company and
         its Restricted Subsidiaries disposed of during such period pursuant to
         this ss.5.8(b)(1) do not constitute (x) 10% of Consolidated Net Income
         prior to the consummation of the Sale Transaction, (y) the portion of
         Consolidated Net Income attributable to the assets which were sold in
         the Sale Transaction, plus 3% of Consolidated Net Income during the 12
         month period beginning with the date upon which the Sale Transaction is
         consummated, and (z) 10% of Consolidated Net Income for such period at
         all times thereafter; and

         (b) the proviso to Section 5.8 shall be amended to read as follows:

         provided, however, that notwithstanding the foregoing, any sale,
         transfer, issuance or other disposition of shares pursuant to
         ss.ss.5.8(c)(3) or 5.8(c)(4) may not be consummated if either (i) the
         net book value of the assets of such Restricted Subsidiary attributable
         to such sale, transfer, issuance or other disposition of shares when
         added to the net book value of all other assets sold, leased,
         transferred or otherwise disposed of by the Company and its Restricted
         Subsidiaries during the immediately preceding twelve-month period would
         constitute (x) 10% of Consolidated Total Assets prior to the
         consummation of the Sale Transaction, (y) 15% of Consolidated Total
         Assets during the 12 month period beginning with the date upon which
         the Sale Transaction is consummated, and (z) 10% of Consolidated Total
         Assets at all times thereafter (in each case determined as of the end
         of the immediately preceding fiscal quarter), or (ii) the portions of
         Consolidated Net Income for the immediately preceding twelve-month
         period contributed (each as determined in good faith by the chief
         financial officer of the Company) by (1) such assets, (2) each
         Restricted Subsidiary (or portion thereof) disposed of during such
         period and (3) other assets of the Company and its Restricted
         Subsidiaries sold, leased, transferred or otherwise disposed of by the
         Company and its Restricted Subsidiaries during such period would exceed
         (x) 10% of Consolidated Net Income prior to the consummation of the
         Sale Transaction, (y) the portion of Consolidated Net Income
         attributable to the assets which were sold in the Sale Transaction,
         plus 3% of Consolidated Net Income during the 12 month period beginning
         with the date upon which the Sale Transaction is consummated, and (z)
         10% of Consolidated Net Income for such period at all times thereafter.

                                      -2-
<PAGE>

                                    ARTICLE 2
                         WARRANTIES AND REPRESENTATIONS

         The Company represents and warrants that as of the date hereof:

         Section 2.1. Consent and Amendment is Legal and Authorized. (a) The
execution and delivery of this Consent and Amendment by the Company and
compliance by the Company with all of the provisions of the Note Agreements --

                   (i) is within the corporate powers of the Company; and

                  (ii) will not violate any provisions of any law or any order
         of any court or governmental authority or agency and will not conflict
         with or result in any breach of any of the terms, conditions or
         provisions of, or constitute a default under the Articles of
         Incorporation or By-laws of the Company or any indenture or other
         agreement or instrument to which the Company is a party or by which it
         may be bound or result in the imposition of any Liens or encumbrances
         on any property of the Company.

         (b) The execution and delivery of this Consent and Amendment has been
duly authorized by proper corporate action on the part of the Company (no action
by the stockholders of the Company being required by law, by the Articles of
Incorporation or By-laws of the Company or otherwise); and this Consent and
Amendment has been executed and delivered by the Company and the Note Agreements
constitute the legal, valid and binding obligation, contract and agreement of
the Company enforceable in accordance with their terms.

         Section 2.2. No Defaults. Upon effectiveness of this Consent and
Amendment no Default or Event of Default will exist or be continuing.

         Section 2.3. Compensation. The Company has paid no fee or other
remuneration to any Person (other than legal fees) in connection with the
solicitation of (i) this Consent and Amendment, or (ii) any other waiver,
consent, or amendment which relate to the Sale Transaction under any agreement
pursuant to which indebtedness of the Company is outstanding.


                                    ARTICLE 3
                              CONDITIONS PRECEDENT

         This Consent and Amendment shall be effective as of September 6, 2002
upon the fulfillment by the Company of the conditions precedent set forth below.
The closing date for this Consent and Amendment (the "Closing Date") shall be
subject to the fulfillment by the Company of the following conditions precedent:

         Section 3.1. Execution and Delivery. This Consent and Amendment shall
have been executed and delivered by the Company and the holders of at least 70%
in aggregate principal amount of the Notes.

                                      -3-
<PAGE>

         Section 3.2. Consent of Subsidiary Guarantors. The Subsidiary
Guarantors shall have executed and delivered the Consent attached hereto as
Exhibit A.

         Section 3.3. Other Consents. The Company shall have obtained consents
and waivers under each of the other agreements pursuant to which indebtedness of
the Company is outstanding and such other consents and waivers shall be in
substantially the same form as this Consent and Amendment or shall have such
changes as shall be reasonably acceptable to you.

         Section 3.4. Payment of Special Counsel Fees. The Company shall have
paid the reasonable fees and disbursements of your special counsel for which the
Company shall have received an invoice at least one business day prior to the
Closing Date.


                                    ARTICLE 4
                                  MISCELLANEOUS

         Section 4.1. Ratification of Note Agreements. Except as herein
expressly provided, each of the Note Agreements is in all respects ratified and
confirmed. If and to the extent that any of the terms or provisions of the Note
Agreements is in conflict or inconsistent with any of the terms or provisions of
this Consent and Amendment, this Consent and Amendment shall govern.

         Section 4.2. Counterparts. This Consent and Amendment may be
simultaneously executed in any number of counterparts, and all such counterparts
together, each as an original, shall constitute but one and the same instrument.

         Section 4.3. Reference to the Note Agreements. Any and all notices,
requests, certificates and any other instruments, including the Notes, may refer
to the Note Agreements or the Note Agreements dated as of December 13, 2001,
without making specific reference to this Consent and Amendment, but all such
references shall be deemed to include this Consent and Amendment.

         Section 4.4. Governing Law. The Note Agreements and the Notes shall be
governed by and construed in accordance with Wisconsin law, including all
matters of construction, validity and performance.

         Section 4.5. Successors and Assigns. This Consent and Amendment shall
be binding upon the Company and its successors and assigns and shall inure to
the benefit of each of you and to the benefit of your successors and assigns,
including each successive holder or holders of any Notes.

                                      -4-
<PAGE>

         IN WITNESS WHEREOF, the Company has executed this Consent and Amendment
as of the day and year first above written.

                                                     JOHNSON OUTDOORS INC.


                                                     By: /s/ Wade T. Neuharth
                                                          Name: Wade T. Neuharth
                                                          Title:Treasurer

                                      -5-
<PAGE>

Accepted as of the first date written above.

                                             JOHN HANCOCK LIFE INSURANCE COMPANY


                                             By: /s/ Kathleen E. McDonough
                                                  Name:  Kathleen E. McDonough
                                                  Title: Director

                                             JOHN HANCOCK VARIABLE LIFE
                                              INSURANCE COMPANY


                                             By: /s/ Kathleen E. McDonough
                                                  Name:  Kathleen E. McDonough
                                                  Title: Authorized Signatory

                                             MELLON BANK, N.A., solely in its
                                              capacity as Trustee for the Bell
                                              Atlantic Master Trust (as directed
                                              by John Hancock Life Insurance
                                              Company), and not in its
                                              individual capacity


                                             By: /s/ Bernadette Rist
                                                  Name:  Bernadette Rist
                                                  Title: Authorized Signatory

                                             STATE OF WISCONSIN INVESTMENT BOARD


                                             By: /s/ Monica A. Jaehnig
                                                  Name:  Monica A. Jaehnig
                                                  Title: Portfolio Manager

                                             AMERICAN FAMILY LIFE INSURANCE
                                              COMPANY


                                             By: /s/ Phillip Hannifan
                                                  Name:  Phillip Hannifan
                                                  Title: Investment Director

                                      -6-
<PAGE>

                        CONSENT OF SUBSIDIARY GUARANTORS

         The undersigned Subsidiary Guara ntors, as party to the Guaranty
Agreement dated as of December 13, 2001 (the "Guaranty Agreement"), hereby (i)
consent to the Consent and Amendment dated as of even date herewith to which
this consent is attached, (ii) confirm that the Guaranty Agreement remains in
full force and effect after giving effect to the Consent and Amendment, and
(iii) represent and warrant that no defense, counterclaim or offset of any type
or nature exists under the Guaranty Agreement.

Dated as of September 6, 2002

                                              SUBSIDIARY GUARANTORS:

                                              LEISURE LIFE LIMITED
                                              EXTRASPORT, INC.
                                              OLD TOWN CANOE COMPANY
                                              UNDER SEA INDUSTRIES, INC.


                                              By: /s/ Wade T. Neuharth
                                                   Name: Wade T. Neuharth
                                                   Its:  Secretary


                                   Exhibit A

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>8
<FILENAME>irm35d.txt
<DESCRIPTION>JOHNSON OUTDOORS INC. AND SUBSIDIARIES
<TEXT>
EXHIBIT 21

JOHNSON OUTDOORS INC. AND SUBSIDIARIES

The following lists the principal direct and indirect subsidiaries of Johnson
Outdoors Inc. as of September 27, 2002. Inactive subsidiaries are not presented.

                                                              Jurisdiction in
Name of Subsidiary (1)(2)                                     which Incorporated
- -------------------------                                     ------------------
Johnson Outdoors Canada Inc.                                  Canada
   Plastiques L.P.A. Limitee                                  Canada
Old Town Canoe Company                                        Delaware
   Leisure Life Limited                                       Michigan
   Extrasport, Inc.                                           Florida
Scubapro Scandinavia AB                                       Sweden
Under Sea Industries, Inc.                                    Delaware
   JWA Holding B.V.                                           Netherlands
     Johnson Beteiligungsgesellschaft GmbH                    Germany
       Johnson Outdoors V GmbH                                Germany
       Scubapro Taucherauser GmbH                             Germany
       Uwatec AG                                              Switzerland
         Uwatec USA, Inc.                                     Maine
         Scubapro Asia Pacific Ltd. (3)                       Hong Kong
         Uwatec Batam                                         Indonesia
         Uwaplast AG                                          Switzerland
     Scubapro Asia, Ltd.                                      Japan
     Scubapro Espana, S.A.(4)                                 Spain
     Scubapro Eu AG                                           Switzerland
     Scubapro Europe Benelux, S.A.                            Belgium
         Johnson Outdoors France                              France
            Scuba/Uwatec S.A.                                 France
     Scubapro Europe S.r.l.                                   Italy
         Scubapro Italy S.r.l.                                Italy
     Scubapro (UK) Ltd.(5)                                    United Kingdom
     Scubapro-Uwatec Australia Pty. Ltd.                      Australia
     Johnson Outdoors Watercraft UK                           United Kingdom
Johnson Outdoors Watercraft Ltd.                              New Zealand

- -------------------
(1)  Unless otherwise indicated in brackets, each company does business only
     under its legal name.
(2)  Unless otherwise indicated by footnote, each company is a wholly-owned
     subsidiary of Johnson Outdoors Inc. (through direct or indirect ownership).
(3)  Percentage of stock owned is 60%.
(4)  Percentage of stock owned is 98%.
(5)  Percentage of stock owned is 99%.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>9
<FILENAME>irm35h.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG
<TEXT>
                                                                    Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-19804, 33-19805, 33-35309, 33-50680, 33-52073, 33-54899,
33-59325, 33-61285, 333-88089, 333-88091, 333-84480 and 333-84414) pertaining to
various employee benefit programs of Johnson Outdoors Inc. of our report dated
November 8, 2002, with respect to the consolidated financial statements of
Johnson Outdoors Inc. included in the Annual Report on Form 10-K for the year
ended September 27, 2002.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin
December 23, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>10
<FILENAME>irm35i.txt
<DESCRIPTION>CONSENT OF KPMG
<TEXT>
                                                                    Exhibit 23.2


                              Consent of KPMG LLP

Shareholders and Board of Directors
Johnson Outdoors Inc.:

We consent to incorporation by reference in the Registration Statements (Nos.
33-19804, 33-19805, 33-35309, 33-50680, 33-52073, 33-54899, 33-59325, 33-61285,
333-84414, 333-84480, 333-88089, and 333-88091) on Form S-8 of Johnson Outdoors
Inc. of our report dated November 6, 2000, relating to the consolidated
statements of operations, shareholders' equity, and cash flows for the year
ended September 29, 2000 of Johnson Outdoors Inc. and subsidiaries, which report
appears in the 2002 Annual Report on Form 10-K of Johnson Outdoors Inc.

/s/ KPMG LLP

Milwaukee, Wisconsin
December 23, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>11
<FILENAME>irm35f.txt
<DESCRIPTION>WRITTEN STATEMENT OF THE CHAIRMAN
<TEXT>
                                                                    Exhibit 99.2


Written Statement of the Chairman and Chief Executive Officer

Pursuant to 18 U.S.C. ss.1350

Solely for the purposes of complying with 18 U.S.C. ss.1350, I, the undersigned
Chairman and Chief Executive Officer of Johnson Outdoors Inc. (the "Company"),
hereby certify, based on my knowledge, that the Annual Report on Form 10-K of
the Company for the year ended September 27, 2002 (the "Report") fully complies
with the requirements of Section 13(a) of the Securities Exchange Act of 1934
and that information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ Helen P. Johnson-Leipold
- ----------------------------------------
Helen P. Johnson-Leipold
Chairman and Chief Executive Officer
December 26, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>12
<FILENAME>irm35g.txt
<DESCRIPTION>WRITTEN STATEMENT OF THE VICE PRESIDENT
<TEXT>
                                                                    Exhibit 99.3



Written Statement of the Vice President and Chief Financial Officer

Pursuant to 18 U.S.C. ss.1350

Solely for the purposes of complying with 18 U.S.C. ss.1350, I, the undersigned
Vice President and Chief Financial Officer of Johnson Outdoors Inc. (the
"Company"), hereby certify, based on my knowledge, that the Annual Report on
Form 10-K of the Company for the year ended September 27, 2002 (the "Report")
fully complies with the requirements of Section 13(a) of the Securities Exchange
Act of 1934 and that information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ Paul A. Lehmann
- ----------------------------------------------
Paul A. Lehmann
Vice President and Chief Financial Officer
December 26, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
