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<SEC-DOCUMENT>0000897069-03-000735.txt : 20030710
<SEC-HEADER>0000897069-03-000735.hdr.sgml : 20030710
<ACCEPTANCE-DATETIME>20030710165910
ACCESSION NUMBER:		0000897069-03-000735
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20030710

SUBJECT COMPANY:	

	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:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-39084
		FILM NUMBER:		03782354

	BUSINESS ADDRESS:	
		STREET 1:		555 MAIN STREET
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403-1015
		BUSINESS PHONE:		2626316600

	MAIL ADDRESS:	
		STREET 1:		555 MAIN STREET
		STREET 2:		STE 023
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403-1015

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JOHNSON WORLDWIDE ASSOCIATES INC
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			JOHNSON SAMUEL C
		CENTRAL INDEX KEY:			0000917511
		IRS NUMBER:				362382580
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		J/K MANAGEMENT SERVICES INC
		STREET 2:		4041 NORTH MAIN ST
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403
		BUSINESS PHONE:		4146312503

	MAIL ADDRESS:	
		STREET 1:		J/K MANAGEMENT SERVICES INC
		STREET 2:		4041 NORTH MAIN ST
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>irm391.txt
<DESCRIPTION>SCHEDULE 13D AMENDMENT NO. 11
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 11)*

                              JOHNSON OUTDOORS INC.
                              ---------------------
                                (Name of Issuer)

                 Class A Common Stock, par value $.05 per share
                 ----------------------------------------------
                         (Title of Class of Securities)

                                   479254 10 4
                                  ------------
                                 (CUSIP Number)

             Linda L. Sturino, 555 Main Street, Suite 500, Racine,
                        Wisconsin 53403 - (262) 260-4046
                        --------------------------------
       (Name, Address and Telephone Number of Person Authorized to Receive
                          Notices and Communications)

                                  July 8, 2003
                                  ------------
             (Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to
     report the acquisition that is the subject of this Schedule 13D, and is
     filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
     240.13d-1(g), check the following box. [ ]

     Note: Schedules filed in paper format shall include a signed original and
     five copies of the schedule, including all exhibits. See ss.240.13d-7 for
     other parties to whom copies are to be sent.

     * The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>


CUSIP No. 479254 10 4                                          Page 2 of 7 Pages


========== =====================================================================
  1        NAME OF REPORTING PERSON

           Samuel C. Johnson
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   [ ]
                                                                       (b)   [X]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

           Not Applicable
- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
           REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                          [ ]

           Not Applicable
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           United States
- --------------- --- ------------------------------------------------------------
 NUMBER OF      7   SOLE VOTING POWER

  SHARES            2,473,239 (1)(2)
                --- ------------------------------------------------------------
BENEFICIALLY    8   SHARED VOTING POWER

  OWNED BY          1,135,330 (1)
                --- ------------------------------------------------------------
    EACH        9   SOLE DISPOSITIVE POWER

 REPORTING          2,473,239 (1)(2)
                --- ------------------------------------------------------------
   PERSON       10  SHARED DISPOSITIVE POWER

    WITH            1,135,330 (1)
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            3,608,569 (1)(2)
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
            EXCLUDES CERTAIN SHARES                                          [ ]

            Not Applicable
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            43.6%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON

            IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT.

(1)  Takes into account shares of Class B Common Stock beneficially owned by the
     reporting person which are convertible at any time into Class A Common
     Stock on a one share-for-one share basis.
(2)  Includes options to acquire shares of Class A Common Stock that are
     exercisable within 60 days.


<PAGE>

Item 1.   Security and Issuer.
          -------------------

          Class A Common Stock, par value $.05 per share
          Johnson Outdoors Inc.
          555 Main Street
          Racine, Wisconsin 53403

Item 2.   Identity and Background.
          -----------------------

     This statement is being filed by Samuel C. Johnson. Certain information
regarding the foregoing person is set forth below.

          (a)-(b) Name and Business Address
                  -------------------------

                  Samuel C. Johnson
                  555 Main Street
                  Racine, Wisconsin  53403

          (c)  Principal Occupation and Employment
               -----------------------------------

               Retired.

     (d)-(e) During the last five years, the reporting person has not been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to such laws.

     (f)  Citizenship
          -----------

          United States

Item 3.   Source and Amount of Funds or Other Consideration.
          -------------------------------------------------

          Not applicable.

Item 4.   Purpose of Transaction.
          ----------------------

     The reporting person has no plans or proposals which relate to or would
result in:

     (a) The acquisition by any person of additional securities of the company,
or the disposition of securities of the company;

     (b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the company or any of its subsidiaries;


                                  Page 3 of 7

<PAGE>

     (c) A sale or transfer of a material amount of assets of the company or any
of its subsidiaries;

     (d) Any change in the present board of directors or management of the
company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;

     (e) Any material change in the present capitalization or dividend policy of
the company;

     (f) Any other material change in the company's business or corporate
structure;

     (g) Changes in the company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
company by any other person;

     (h) Causing a class of securities of the company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;

     (i) A class of equity securities of the company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or

     (j) Any action similar to any of those enumerated above.

Item 5.   Interest in Securities of the Issuer.
          ------------------------------------

     (a)-(b) Information concerning the amount and percentage of shares of Class
A Common Stock beneficially owned by the reporting person is set forth below:

<TABLE>
<CAPTION>
                                                                                             Percentage of
                                                                                           Outstanding Shares
        Reporting       Sole Voting and      Shared Voting and          Aggregate              of Class A
         Person        Dispositive Power     Dispositive Power     Beneficial Ownership       Common Stock
         ------        -----------------     -----------------     --------------------       ------------
<S>                     <C>                    <C>                   <C>                     <C>
Samuel C. Johnson       2,473,239 (1)(2)       1,135,330 (1)         3,608,569 (1)(2)        43.6% (1)(2)(3)
</TABLE>

_______________
(1)  Includes shares of Class B Common Stock which are convertible at any time
     on a one share-for-one share basis into shares of Class A Common Stock.
(2)  Includes options to acquire 8,611 shares of Class A Common Stock that are
     exercisable within 60 days.
(3)  Based on 7,211,649 shares of Class A Common Stock outstanding on July 7,
     2003 and 1,062,330 shares of Class B Common Stock beneficially owned by the
     reporting person.



                                  Page 4 of 7

<PAGE>

     Mr. Johnson may be deemed to share voting and dispositive power with
respect to certain shares with Imogene P. Johnson, Helen P. Johnson-Leipold, S.
Curtis Johnson, JWA Consolidated, Inc. and Johnson Trust Company. Certain
information with respect to such persons is set forth below:

<TABLE>
<CAPTION>
                 Name and                            Principal Occupation                       Name, Address
             Business Address                           and Employment                     and Principal Business
             ----------------                           --------------                     ----------------------
<S>                                                     <C>                                <C>
Johnson Trust Company                                   Not Applicable                     Bank and Trust Company
555 Main Street
Racine, WI  53403
State of Organization:  Wisconsin

Imogene P. Johnson                                           None                                   None
555 Main Street
Racine, WI  53403
Citizenship:  United States

Helen P. Johnson-Leipold                                 Chairman and                       Johnson Outdoors Inc.
555 Main Street                                    Chief Executive Officer                     555 Main Street
Racine, WI  53403                                                                             Racine, WI 53403
Citizenship:  United States

                                                                                         Manufacturer and marketer of
                                                                                           recreational products.

JWA Consolidated, Inc.                                  Not Applicable             Holding company for purposes of owning
555 Main Street                                                                               stock of Company.
Racine, WI  53403
State of Organization:  Delaware

S. Curtis Johnson                                    Chairman-Worldwide                       Johnson Diversey
555 Main Street                                        Professional                            1326 Willow Road
Racine, WI 53403                                                                             Sturtevant, WI 53177

Citizenship:  United States
</TABLE>

     During the last five years, none of the above persons has been convicted in
a criminal proceeding or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.

     (c) On July 8, 2003, for aggregate consideration of $2,238,963, the Samuel
C. Johnson 1988 Trust Number 1 dated September 14, 1988, as amended and restated
(the "Trust"), granted to each of Helen P. Johnson-Leipold, S. Curtis Johnson,
H. Fisk Johnson and Winifred J. Marquart an option to purchase shares of Johnson
Outdoors Inc.'s (the


                                  Page 5 of 7

<PAGE>

"Company") Class A Common Stock, par value $.05 per share
(the "Class A Common Stock"), from the Trust for an exercise price of $13.40 per
share (the "Option Agreement"). No other transactions have been effected during
the past 60 days.

     (d)  Not applicable.

     (e)  Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect
          to Securities of the Issuer.
          ---------------------------

          See Item 6 in Amendment No. 4 to Schedule 13D filed on August 18,
          1997.

          Pursuant to the Option Agreement, Helen P. Johnson-Leipold was granted
          an option with an exercise price of $13.04 to purchase 485,000 shares
          of the Company's Class A Common Stock; and each of S. Curtis Johnson,
          H. Fisk Johnson and Winifred J. Marquart was granted an option with an
          exercise price of $13.04 to purchase 161,667 shares of the Company's
          Class A Common Stock. Each option is exercisable as of July 8, 2003
          and expires on January 7, 2005. Mr. Johnson is the sole trustee of the
          Trust. The Option Agreement is attached as an exhibit to this
          Amendment No. 11 to the Schedule 13D and is incorporated by reference
          into this Schedule 13D.

Item 7.   Material to be Filed as Exhibits.
          --------------------------------

          (a)  Johnson Outdoors Inc. Class B Common Stock Voting Trust (Filed
               with Amendment No. 4 to Schedule 13D filed on August 18, 1997)

          (b)  Option Agreement, dated July 8, 2003, by and among the Samuel C.
               Johnson 1988 Trust Number 1 dated September 14, 1988, as amended
               and restated, Helen P. Johnson-Leipold, S. Curtis Johnson, H.
               Fisk Johnson and Winifred J. Marquart.

          (c)  Power of Attorney



                                  Page 6 of 7

<PAGE>

                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Date: July 9, 2003


                                           Samuel C. Johnson



                                           /s/ Linda L. Sturino
                                           -------------------------------------
                                           By Linda L. Sturino, attorney-in-fact


                                           and


                                           /s/ Jane M. Hutterly
                                           -------------------------------------
                                           By Jane M. Hutterly, attorney-in-fact



                                  Page 7 of 7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)
<SEQUENCE>3
<FILENAME>irm391a.txt
<DESCRIPTION>OPTION AGREEMENT
<TEXT>
                                OPTION AGREEMENT

     For good and valuable consideration, receipt of which is hereby
acknowledged, I, as trustee of the Samuel C. Johnson 1988 Trust Number 1 dated
September 14, 1988, as amended and restated (the "trust"), grant to each of my
children, S. Curtis Johnson ("Curt"), Helen Johnson-Leipold ("Helen"), H. Fisk
Johnson ("Fisk") and Winifred J. Marquart ("Win") and their respective
successors and assigns, an option (the "option") to purchase certain assets from
the trust (or from its successor or successors in interest) in the amounts and
upon the terms and conditions set forth below:

     1. The option shall cover Nine Hundred Seventy Thousand and One (970,001)
     shares of Class A common stock of Johnson Outdoors, Inc., a Wisconsin
     corporation, or of any successor to its business (the "option assets")
     owned by the trust (or by its successor or successors in interest) at the
     date the option may first be exercised,

     2. The option may first be exercised upon the date of the execution of this
     Agreement, and may be exercised thereafter at any time during the period
     indicated in the "Term" column in paragraph 3, below, terminating at 11:59
     p.m. Central Time on the final day as indicated in such Term column, that
     date being January 7, 2005 (the "option period"). The option shall consist
     of the right to purchase an option asset at any time during the option
     period, subject to the conditions described below.

     3. The option assets described above may be acquired by my said children as
     provided in the following schedule:

              No. of Class
              A Shares
     Child    Option Asset    Strike Price       Term          Consideration
     -----    ------------    ------------       ----          -------------

     Helen    485,000           $13.04         548 days          $1,119,480

     Curt     161,667           $13.04         548 days          $  373,161

     Fisk     161,667           $13.04         548 days          $  373,161

     Win      161,667           $13.04         548 days          $  373,161
              -------                                            ----------

     TOTAL    970,001                                            $2,238,963

     Accordingly, each child may exercise his or her option with respect to the
     number of shares shown opposite his or her name. A child of mine may assign
     his or her right to exercise the option granted hereunder, in whole or in
     part, to: (i) any other of my descendants, (ii) a trust for the benefit of
     any one or more of my descendants;

                                      -1-
<PAGE>

     and (iii) a corporation or partnership, a majority of the value of which is
     owned (directly or indirectly through ownership in one or more corporations
     or partnerships) by any one or more of my descendants or by a trust for the
     benefit of any one or more of my descendants. Any exercise of an option
     hereunder must be for all the shares the optionee or assignee of an
     optionee is then entitled to purchase. The guardian or personal
     representative of a descendant of mine shall be eligible to exercise the
     option otherwise exercisable by a descendant of mine without a formal
     assignment. Written notice of an assignment allowed hereunder shall be
     lodged with the trust records.

     4. The price per share to be paid for an asset acquired by exercise of an
     option granted under paragraph 2 above shall be at the dollar price
     indicated for each option holder in the "Strike Price" column opposite his
     or her name in paragraph 3, above.

     5. The purchase price for an asset purchased pursuant to the option granted
     hereunder shall, at the option of the purchaser, be paid in cash at the
     closing, in-kind with shares of Class A common stock of Johnson Outdoors,
     Inc. (or any successor to its business), by an installment note of the
     purchaser payable in not more than fifteen annual installments (which, at
     the option of the purchaser, may be repaid as to principal, interest or
     both in cash, in-kind as described above or any combination of the two) or
     by a combination of the foregoing. Any installment note issued pursuant to
     the provisions of this paragraph 5 shall bear interest at the "applicable
     federal rate" compounded annually for such note determined under Internal
     Revenue Code Section 1274(d) or any successor provision ("applicable
     federal rate"), and shall be secured by the asset purchased or otherwise in
     an amount acceptable to the seller. Accrued interest on such note shall be
     payable annually.

     6. This option shall be binding on the trustee and upon each successor
     trustee. It is my intention that if, upon my death during the option
     period, assets described in paragraph 1 are allocated to one or more trusts
     for the benefit of my said wife, the option granted herein shall apply to
     option assets then held in such one or more trusts for the benefit of my
     said wife for an option acquired hereunder.

     Each child's consideration for an option acquired hereunder shall, at the
     option of the child, be paid in cash, in-kind with shares of Class A common
     stock of Johnson Outdoors, Inc. (or any successor to its business), by an
     installment note (which may be repaid, at the option of the child, in cash,
     in-kind as described above or any combination of the two), or by a
     combination of the foregoing, by each child within ten business days from
     the date of the execution of this Agreement. Any installment note issued
     pursuant to the provision of this paragraph 6 shall be for a term not to
     exceed eighteen months from the date of the execution of this Agreement and
     shall bear interest at the applicable federal rate compounded annually.
     Such interest shall not be payable until the due date of said note.

                                      -2-
<PAGE>

     7. This Agreement shall supercede all other option agreements entered into
     by the parties hereto prior to the date of the execution of this Agreement
     regarding the purchase of shares of Class A common stock of Johnson
     Outdoors, Inc. (or any successor to its business), including, without
     limitation, the two separate Option Agreements dated December 26, 1995 and
     June 27, 2003, respectively, between and among the parties hereto, but only
     to the extent that such agreement or agreements pertain to the option
     assets. This Agreement shall not supercede the other Option Agreements
     dated as of the date hereof related to the purchase of shares of Class A
     common stock of Johnson Outdoors, Inc. (or any successor to its business).

     9. This option agreement may be executed in one or more counterparts, which
     shall together constitute the entire agreement.



DATE: July 8, 2003             SAMUEL C. JOHNSON 1988 TRUST #1
     -------------
                               By: /s/ Samuel C. Johnson
                                  -----------------------------------------
                                       As its trustee


DATE: July 8, 2003             /s/ S. Curtis Johnson
     -------------             --------------------------------------------
                               S. Curtis Johnson


DATE: July 8, 2003             /s/ Helen Johnson-Leipold
     -------------             --------------------------------------------
                               Helen Johnson-Leipold


DATE: July 8, 2003             /s/ H. Fisk Johnson
     -------------             --------------------------------------------
                               H. Fisk Johnson


DATE: July 8, 2003             /s/ Winifred J. Marquart
     -------------             --------------------------------------------
                               Winifred J. Marquart



                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(C)
<SEQUENCE>4
<FILENAME>irm391c.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
                      WISCONSIN STATUTORY POWER OF ATTORNEY

     NOTICE: THIS IS AN IMPORTANT DOCUMENT. BEFORE SIGNING THIS DOCUMENT, YOU
SHOULD KNOW THESE IMPORTANT FACTS. BY SIGNING THIS DOCUMENT, YOU ARE NOT GIVING
UP ANY POWERS OR RIGHTS TO CONTROL YOUR FINANCES AND PROPERTY YOURSELF. IN
ADDITION TO YOUR OWN POWERS AND RIGHTS, YOU ARE GIVING ANOTHER PERSON, YOUR
AGENT, BROAD POWERS TO HANDLE YOUR FINANCES AND PROPERTY. THIS BASIC POWER OF
ATTORNEY FOR FINANCES AND PROPERTY MAY GIVE THE PERSON WHOM YOU DESIGNATE (YOUR
"AGENT") BROAD POWERS TO HANDLE YOUR FINANCES AND PROPERTY, WHICH MAY INCLUDE
POWERS TO ENCUMBER, SELL OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL PROPERTY
WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL BY YOU. THE POWERS WILL EXIST AFTER
YOU BECOME DISABLED, OR INCAPACITATED, IF YOU CHOOSE THAT PROVISION. THIS
DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL OR OTHER HEALTH CARE
DECISIONS FOR YOU. IF YOU OWN COMPLEX OR SPECIAL ASSETS SUCH AS A BUSINESS, OR
IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD ASK
A LAWYER TO EXPLAIN THIS FORM TO YOU BEFORE YOU SIGN IT.

     IF YOU WISH TO CHANGE YOUR BASIC POWER OF ATTORNEY FOR FINANCES AND
PROPERTY, YOU MUST COMPLETE A NEW DOCUMENT AND REVOKE THIS ONE. YOU MAY REVOKE
THIS DOCUMENT AT ANY TIME BY DESTROYING IT, BY DIRECTING ANOTHER PERSON TO
DESTROY IT IN YOUR PRESENCE OR BY SIGNING A WRITTEN AND DATED STATEMENT
EXPRESSING YOUR INTENT TO REVOKE THIS DOCUMENT. IF YOU REVOKE THIS DOCUMENT, YOU
SHOULD NOTIFY YOUR AGENT AND ANY OTHER PERSON TO WHOM YOU HAVE GIVEN A COPY OF
THE FORM. YOU ALSO SHOULD NOTIFY ALL PARTIES HAVING CUSTODY OF YOUR ASSETS.
THESE PARTIES HAVE NO RESPONSIBILITY TO YOU UNLESS YOU ACTUALLY NOTIFY THEM OF
THE REVOCATION. IF YOUR AGENT IS YOUR SPOUSE AND YOUR MARRIAGE IS ANNULLED, OR
YOU ARE DIVORCED AFTER SIGNING THIS DOCUMENT, THIS DOCUMENT IS INVALID.

     SINCE SOME THIRD PARTIES OR SOME TRANSACTIONS MAY NOT PERMIT USE OF THIS
DOCUMENT, IT IS ADVISABLE TO CHECK IN ADVANCE, IF POSSIBLE, FOR ANY SPECIAL
REQUIREMENTS THAT MAY BE IMPOSED.

     YOU SHOULD SIGN THIS FORM ONLY IF THE AGENT YOU NAME IS RELIABLE,
TRUSTWORTHY AND COMPETENT TO MANAGE YOUR AFFAIRS.

     I, SAMUEL C. JOHNSON, of the Village of Wind Point, Racine County,
Wisconsin, appoint my wife, IMOGENE P. JOHNSON, of the Village of Wind Point,
Racine County, Wisconsin, JANE M. HUTTERLY, of Racine, Wisconsin, and LINDA L.
STURINO, of Racine, Wisconsin, as my agents (my "co-agents"), all of whom are
collectively referred to herein as my "agent," to act for me in any lawful way
with respect to the powers initialed below. If more than one agent is named to
act hereunder, such co-agents shall act by majority. If any of the named
co-agents shall die, become incompetent, resign, or refuse to accept the office
of

<PAGE>

agent, or is otherwise unable or unwilling to act, then the remaining co-agents
or co-agent shall act. During any period in which more than one agent is acting
hereunder, the following provisions shall be applicable where the context
admits: (a) any agent may delegate any part or all of the rights, powers,
duties, discretions and immunities granted to or imposed upon such agent by this
instrument to any other agent, with the consent of the latter; (b) no agent
shall be liable or responsible for any act or failure to act of the other agent
in which the former has not concurred; (c) the co-agents may execute any
instrument or document in connection with the purposes of this instrument by
signing one document or instrument or concurrent documents or instruments; and
(d) the affidavit of any agent shall be conclusive evidence insofar as third
parties are concerned that any act of such agent has been duly authorized.

     TO GRANT ONE OR MORE OF THE FOLLOWING POWERS, INITIAL THE LINE IN FRONT OF
EACH POWER YOU ARE GRANTING.

     TO WITHHOLD A POWER, DO NOT INITIAL THE LINE IN FRONT OF IT. YOU MAY, BUT
NEED NOT, CROSS OUT EACH POWER WITHHELD.

     . . .

                                GENERAL AUTHORITY
Initials

/s/ SCJ
- --------- 12. GENERAL: My agent may do any act or thing that I could
do in my own proper person if personally present, including managing or selling
tangible assets, disclaiming a probate or nonprobate inheritance and providing
support for a minor child or dependent adult. The specifically enumerated powers
of the basic power of attorney for finances and property are not a limitation of
this intended broad general power except that my agent may not take any action
prohibited by law and my agent under this document may not:

          a. Make medical or health care decisions for me.

          b. Make, modify or revoke a will for me.

          c. Other than a burial trust agreement under section 445.125,
     Wisconsin Statutes, enter into a trust agreement on my behalf or amend or
     revoke a trust agreement, entered into by me.

          d. Change any beneficiary designation of any life insurance policy,
     qualified retirement plan, individual retirement account or payable on
     death account or the like whether directly or by canceling and replacing
     the policy or rollover to another plan or account.

          e. Forgive debts owed to me or disclaim or waive benefits payable to
     me, except a probate or nonprobate inheritance.

          f. Appoint a substitute or successor agent for me.

          g. Make gifts.

                                       2
<PAGE>

          . . .

     I agree that any third party who receives a copy of this document may act
under it. Revocation of this basic power of attorney is not effective as to a
third party until the third party learns of the revocation. I agree to reimburse
the third party for any loss resulting from claims that arise against the third
party because of reliance on this power of attorney.

     Signed this 22 day of April, 2003.


                                          /s/ Samuel C. Johnson
                                  ----------------------------------------------
                                                    Name

                                         [Social Security Number]
                                  ----------------------------------------------
                                           Social Security Number


     By signing as a witness, I am acknowledging the signature of the principal
who signed in my presence and the presence of the other witness, and the fact
that the principal has stated that this power of attorney reflects the
principals wishes and is being executed voluntarily. I believe the principal to
be of sound mind and capable of creating this power of attorney. I am not
related to the principal by blood or marriage, or adoption, and, to the best of
my knowledge, I am not entitled to any portion of the principal's estate under
the principal's will.


Witness:    /s/ Jane M. Hutterly
            ------------------------------

Dated:      April 22, 2003
            ------------------------------

By:
            ------------------------------

Print Name: Jane M. Hutterly
            ------------------------------

Address:    [Address]
            ------------------------------

Witness:    /s/ Linda L. Sturino
            ------------------------------

Dated:      April 22, 2003
            ------------------------------

By:
            ------------------------------

Print Name: Linda L. Sturino
            ------------------------------

Address:    [Address]
            ------------------------------



                                       3
<PAGE>

State of Wisconsin  )
County of Racine    )

     This document was acknowledged before me on April 22, 2003 by
SAMUEL C. JOHNSON.

                                           /s/ Margaret S. Wilson
                                  ----------------------------------------------
                                       (Signature of Notarial Officer)

                                                                  (Seal, if any)
                                                                  (Title)

                                  My commission is permanent or expires: 2/18/07
                                                                        --------

     BY ACCEPTING OR ACTING UNDER THE APPOINTMENT, EACH AGENT ASSUMES THE
FIDUCIARY AND OTHER LEGAL RESPONSIBILITIES OF AN AGENT.



                                      IMOGENE P. JOHNSON
                                      ------------------------------------------
                                                        Agent


                                      /s/ Imogene P. Johnson
                                      ------------------------------------------
                                               (Signature of Agent)



                                      JANE M. HUTTERLY
                                      ------------------------------------------
                                                        Agent


                                      /s/ Jane M. Hutterly
                                      ------------------------------------------
                                               (Signature of Agent)


                                      LINDA L. STURINO
                                      ------------------------------------------
                                                        Agent


                                      /s/ Linda L. Sturino
                                      ------------------------------------------
                                               (Signature of Agent)




                                       4

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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