10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 3, 2004

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 1-14637

BANTA CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	39-0148550
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	I.D. Number)
225 Main Street, Menasha, Wisconsin	54952
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (920) 751-7777

        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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes /X/ No /  /

        Common stock outstanding as of July 21, 2004 – 24,917,205 shares.

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BANTA CORPORATION AND SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Quarter Ended July 3, 2004

INDEX

		Page Number
PART I	FINANCIAL INFORMATION:
Item 1 -	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets
	July 3, 2004 and January 3, 2004	3
	Condensed Consolidated Statements of Earnings
	for the Three Months and Six Months Ended July 3, 2004
	and June 28, 2003	4
	Condensed Consolidated Statements of Cash Flows
	for the Six Months Ended July 3, 2004
	and June 28, 2003	5
	Notes to Condensed Consolidated Financial Statements -
	July 3, 2004	6-12
Item 2 -	Management's Discussion and Analysis of Financial Condition
	and Results of Operations	13-19
Item 3 -	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4 -	Controls and Procedures	19
PART II	OTHER INFORMATION
Item 1 -	Legal Proceedings	19
Item 2 -	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	19
Item 4 -	Submission of Matters to a Vote of Security Holders	20
Item 6 -	Exhibits and Reports on Form 8-K	20
SIGNATURES		20
EXHIBIT INDEX		21
CERTIFICATIONS		22-24

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Part 1 Item 1. Financial Statements

BANTA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	(Dollars in thousands)
ASSETS	July 3, 2004			January 3, 2004
	(unaudited)
Current Assets
Cash and cash equivalents	$	129,355		$	181,112
Receivables		224,000			234,219
Inventories		84,235			75,150
Other current assets		24,866			32,685
Total Current Assets		462,456			523,166
Plant and equipment		981,180			952,475
Less accumulated depreciation		687,840			666,128
Plant and equipment, net		293,340			286,347
Goodwill		65,634			65,835
Other assets		7,300			10,675
Total Assets	$	828,730		$	886,023
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Accounts payable	$	118,992		$	132,841
Accrued salaries and wages		34,125			38,987
Other accrued liabilities		31,613			27,901
Current maturities of long-term debt		25,514			24,122
Total Current Liabilities		210,244			223,851
Long-term debt		69,511			87,712
Deferred income taxes		14,572			14,793
Other non-current liabilities		43,575			46,238
Total Liabilities		337,902			372,594
Shareholders' Investment
Preferred stock-$10 par value;
authorized 300,000 shares; none issued		--			--
Common stock-$.10 par value, authorized 75,000,000 shares;
29,152,093 and 29,048,188 shares issued, respectively		2,915			2,905
Amount in excess of par value of stock		38,083			34,578
Retained earnings		552,894			532,084
Unearned compensation		(918	)		--
Treasury stock, at cost - 4,234,888 and 3,256,400 shares, respectively		(113,436	)		(70,175	)
Accumulated other comprehensive earnings		11,290			14,037
Total Shareholders' Investment		490,828			513,429
	$	828,730		$	886,023

See accompanying notes to unaudited condensed consolidated financial statements

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BANTA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

	(Dollars in thousands, except per share amounts)
	Three Months Ended						Six Months Ended
	July 3, 2004			June 28, 2003			July 3, 2004			June 28, 2003
Net revenues:
Printing and supply-chain services	$	341,062		$	311,251		$	690,590		$	625,147
Product sales		26,576			25,480			50,120			48,014
Total revenues		367,638			336,731			740,710			673,161
Cost of printing and supply-chain services		268,700			243,179			546,002			490,160
Cost of products sold		21,823			19,838			41,451			37,730
Gross earnings		77,115			73,714			153,257			145,271
Selling and administrative expenses		52,881			49,937			105,767			100,498
Restructuring charge		--			5,553			--			6,469
Litigation settlement		--			4,602			--			4,602
Earnings from operations		24,234			13,622			47,490			33,702
Interest expense		(1,688	)		(2,005	)		(3,578	)		(4,626	)
Other income (expense), net		1,048			(31	)		1,666			756
Earnings before income taxes		23,594			11,586			45,578			29,832
Provision for income taxes		8,390			4,330			16,300			11,330
Net earnings	$	15,204		$	7,256		$	29,278		$	18,502
Basic earnings per share of common stock	$	0.61		$	0.29		$	1.16		$	0.73
Diluted earnings per share of common stock	$	0.60		$	0.28		$	1.14		$	0.72
Cash dividends per share of common stock	$	0.17		$	0.17		$	0.34		$	0.33

See accompanying notes to unaudited condensed consolidated financial statements

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BANTA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	(Dollars in thousands) Six Months Ended
	July 3, 2004			June 28, 2003
Cash Flows from Operating Activities
Net earnings	$	29,278		$	18,502
Depreciation and amortization		30,709			31,274
Deferred income taxes		(723	)		2,050
Tax benefit from the exercise of stock options		1,046			646
Non-cash stock compensation		61			--
Gain on sale of plant and equipment		(543	)		(345	)
Change in operating assets and liabilities
Decrease in receivables		10,219			20,226
(Increase) decrease in inventories		(9,085	)		7,842
Increase (decrease) in accounts payable
and accrued liabilities		(14,847	)		4,251
Net change in other current assets and liabilities		8,321			(1,516	)
Net change in other non-current assets and liabilities		712			2,745
Cash provided from operating activities		55,148			85,675
Cash Flows From Investing Activities
Capital expenditures		(38,096	)		(32,212	)
Proceeds from the sale of plant and equipment		757			436
Business acquisition		--			(2,379	)
Cash used for investing activities		(37,339	)		(34,155	)
Cash Flows From Financing Activities
Repayments of long-term debt, net		(16,809	)		(14,070	)
Dividends paid		(8,620	)		(8,080	)
Proceeds from exercise of stock options, net		1,919			3,959
Repurchase of common stock		(43,690	)		--
Cash used for financing activities		(67,200	)		(18,191	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(2,366	)		6,842
Net (decrease) increase in cash		(51,757	)		40,171
Cash and cash equivalents at the beginning of period		181,112			154,836
Cash and cash equivalents at the end of the period	$	129,355		$	195,007
Cash payments for:
Interest, net of capitalized interest	$	3,588		$	4,708
Income taxes		5,899			9,780

See accompanying notes to unaudited condensed consolidated financial statements

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BANTA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 3, 2004
(UNAUDITED)

1) Basis of Presentation

The unaudited condensed consolidated financial statements of Banta Corporation (the Corporation) included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Corporation believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Corporation’s latest Annual Report on Form 10-K.

In the opinion of management, the aforementioned financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Results for the three and six months ended July 3, 2004 are not necessarily indicative of results that may be expected for the year ending January 1, 2005. Certain prior year amounts have been reclassified to conform to the 2004 presentation.

2) Inventories

Inventories consist of the following (dollars in thousands):

	July 3, 2004		January 3, 2004
Raw materials	$	40,321	$	33,134
Work-in-process and finished goods		43,914		42,016
	$	84,235	$	75,150

3) Earnings Per Share of Common Stock

Basic earnings per share of common stock is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock is computed by dividing net earnings by the weighted average number of common shares and common equivalent shares outstanding during the period. The common equivalent shares relate entirely to the assumed exercise of stock options.

The weighted average shares used in the computation of earnings per share consist of the following (in millions of shares):

	Three Months Ended		Six Months Ended
	July 3, 2004	June 28, 2003	July 3, 2004	June 28, 2003
Basic	24.9	25.4	25.3	25.3
Diluted	25.4	25.6	25.7	25.5

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4) Comprehensive Earnings

Comprehensive earnings consist of the following (dollars in thousands):

	Three Months Ended					Six Months Ended
	July 3, 2004			June 28, 2003		July 3, 2004			June 28, 2003
Net earnings	$	15,204		$	7,256	$	29,278		$	18,502
Other comprehensive earnings (loss):
Foreign currency translation adjustments		(2,098	)		5,420		(2,747	)		6,842
Comprehensive earnings		13,106			2,676	$	26,531			25,344

5) Goodwill

Changes in the carrying amount of goodwill by segment during the six months ended July 3, 2004 consist of the following (dollars in thousands):

	Printing Services		Supply-Chain Management			Healthcare		Total
Balance at January 3, 2004	$	37,502	$	6,719		$	21,614	$	65,835
Translation adjustments for goodwill
denominated in foreign currencies		-0-		(201	)		-0-		(201	)
Balance at July 3, 2004	$	37,502	$	6,518		$	21,614	$	65,634

6) Stock-Based Compensation

As of July 3, 2004, the Corporation’s stock-based employee compensation plans were accounted for under the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Because the number of shares is fixed and the exercise price of the stock options equals the market price of the underlying stock on the date of grant, no cost is reflected in net earnings for these plans. The following table illustrates the effect on net earnings and earnings per share if the Corporation had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation (dollars in thousands, except per share amounts):

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	Three Months Ended						Six Months Ended
	July 3, 2004			June 28, 2003			July 3, 2004			June 28, 2003
Net earnings, as reported	$	15,204		$	7,256		$	29,278		$	18,502
Add: Compensation expense related
to restricted stock included in
net earnings		37						37
Deduct: Total stock-based
compensation expense determined
under SFAS No. 123 for all
awards, net of related taxes		(1,111	)		(778	)		(2,425	)		(1,523	)
Pro forma net earnings	$	14,130		$	6,478		$	26,890		$	16,979
Earnings per share
As reported:
Basic	$	.61		$	.29		$	1.16		$	.73
Diluted	$	.60		$	.28		$	1.14		$	.72
Pro forma:
Basic	$	.57		$	.25		$	1.06		$	.67
Diluted	$	.56		$	.25		$	1.04		$	.66

During the quarter ended July 3, 2004, the Corporation awarded an aggregate of 21,512 shares of restricted stock to certain employees pursuant the Corporation’s Equity Incentive Plan. Restricted stock is granted in the name of the employee, who has all the rights of a shareholder, subject to certain restrictions. The restricted stock vests ratably over three years from the date of grant, subject to acceleration in certain cases. The shares issued were previously acquired treasury shares. Upon issuance of the restricted stock, unearned compensation of $979,000 was charged to shareholders’ investment for the fair value of the restricted stock and is being recognized as compensation expense ratably over the three-year period. Compensation expense related to restricted stock for the quarter ended July 3, 2004 was approximately $61,000 ($37,000 net of related taxes).

7) Restructuring Charge

Effective January 1, 2003, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies the previous guidance on the subject. It requires, among other things, that a liability for a cost associated with an exit or disposal activity initiated after December 31, 2002 be recognized at fair value when the liability is incurred rather than at the commitment date to the exit or disposal plan.

On January 28, 2003, the Corporation announced a restructuring involving its consumer catalog business and a realignment of operating activities within its supply-chain management sector. The objective of the plan, which was implemented throughout 2003, was to consolidate certain operations, leverage existing capacity, improve efficiencies and reduce costs. For the three and six month periods ended June 28, 2003, $5,553,000 and $6,469,000 of restructuring charges were reflected in operating expenses, respectively. No restructuring charges were recorded during the three and six month periods ended July 3, 2004.

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The reconciliation of the beginning and ending restructuring liability balances during the six month period ended July 3, 2004 are as follows (dollars in thousands):

	Charge to Operations During 2003		Liability Balance at January 3, 2004		Payments/ Reductions		Liability Balance at July 3, 2004
Employee severance	$	9,329	$	2,613	$	1,851	$	762
and benefits
Facility costs		2,755		2,755		1,287		1,468
Impaired assets and
other liabilities		4,868		893		191		702
Total	$	16,952	$	6,261	$	3,329	$	2,932

Restructuring charges by segment for 2003 were:

	Printing Services		Supply Chain Management		Total Charges in 2003
Employee severance and benefits	$	7,271	$	2,058	$	9,329
Facility costs		344		2,411		2,755
Impaired assets and other
liabilities		4,357		511		4,868
Total	$	11,972	$	4,980	$	16,952

The 2003 restructuring included the decision to exit three facilities, the largest of which was the consumer catalog facility in St. Paul, MN. An asset impairment charge totaling $4.4 million was recorded for machinery and equipment, building and building improvements at this facility. The remaining impairment charges related to machinery, equipment and fixtures at two facilities in the Supply Chain Management segment. Assets were reviewed for recoverability and adjusted to their fair value as appropriate in the quarter in 2003 in which the decision to close the facility was made, in accordance with the Corporation’s accounting policy (as defined in Management’s Discussion and Analysis).

Employee severance amounts were determined based on company policy and varied based on factors including the tenure of the employee. Employee severance and benefit charges include $1.3 million of estimated costs to exit certain multi-employer, defined benefit pension plans.

The restructuring activities were substantially completed in 2003, and the Corporation does not expect to record additional charges in 2004 related to these activities.

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8) Employee Benefit Plans

The Corporation and certain of its unions have two pension plans covering substantially all employees. The plans are non-contributory and benefits are based on an employee’s years of service and earnings. The Corporation also maintains a non-qualified supplemental retirement plan, which is not funded. The disclosures for this plan for all periods presented are combined with the pension plans. The Corporation makes contributions to the qualified plans each year in an amount that is at least equal to the minimum required contributions as defined by the Employee Retirement Income Security Act of 1974 (ERISA).

The Corporation and its subsidiaries also provide limited non-contractual healthcare benefits for certain retired employees. The program provides for defined initial contributions by the Corporation toward the cost of post-retirement healthcare coverage. The balance of the cost is borne by the retirees. The program provides that increases in the Corporation’s contribution toward coverage will not exceed 4% per year. Due to the terms of the Corporation’s post-retirement healthcare program, assumed healthcare cost rate trends do not materially affect the Corporation’s costs.

In accordance with the provisions of Financial Accounting Standards Board (FASB) Staff Position 106-1, the Corporation elected to defer accounting for the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the Act) pending guidance to be issued by the FASB during 2004. The impact of the Act on post-retirement medical obligations for the Corporation has not yet been determined, but based on the plan provisions that limit the Corporation’s contribution each year, the impact is not expected to be material.

Net periodic pension and post-retirement benefit costs for the Corporation-sponsored plans were as follows (dollars in thousands):

	Pension Benefits
	Three months ended						Six months ended
	July 3, 2004			June 28, 2003			July 3, 2004			June 28, 2003
Service cost-benefits earned
during the year	$	2,327		$	2,046		$	4,654		$	4,091
Interest cost on projected benefit
obligation		2,437			2,219			4,875			4,438
Expected return on plan assets		(2,921	)		(2,939	)		(5,841	)		(5,877	)
Amortization of prior service cost		55			54			109			108
Amortization of net loss		122			59			243			118
Net pension expense	$	2,020		$	1,439		$	4,040		$	2,878
	Other Benefits
	Three months ended						Six months ended
	July 3, 2004			June 28, 2003			July 3, 2004			June 28, 2003
Service cost-benefits earned
during the year	$	197		$	164		$	394		$	327
Interest cost on projected benefit
obligation		201			184			402			369
Amortization of transition obligation
		52			52			104			104
Amortization of net (gain)		(33	)		(51	)		(65	)		(101	)
Net post-retirement benefits expense	$	417		$	349		$	835		$	699

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The Corporation expects to make no contributions to its qualified pension plans during 2004. A contribution of $669,000 is expected to be made during 2004 as benefit payments to retired participants under the Corporation’s supplemental retirement plan. A contribution of $486,000 is expected to be made during 2004 as benefits paid to retirees under the post-retirement healthcare plan.

9) Repurchase of Common Stock

The Corporation has in effect a Board-approved share repurchase program. Through January 3, 2004, the Corporation had purchased 5,519,400 shares of its common stock under this program at an aggregate cost of $129,517,000. Prior to the second quarter of 1999, all of the repurchased shares had been cancelled and returned to the status of authorized but unissued shares. Beginning April 4, 1999, shares repurchased by the Corporation have been held as treasury shares.

On March 19, 2004, the Corporation announced that it had entered into an Accelerated Share Repurchase (“ASR”) agreement whereby 1,000,000 shares of the Corporation’s common stock were repurchased at an initial price of $43.69 per share. The ASR requires the counterparty to acquire the shares in the open market over a fixed period of time. On July 27, 2004 the Corporation paid $663,000 for a final settlement amount based on the volume-weighted average price of actual repurchases made by the counterparty in comparison to the initial price.

The Corporation determined that if settlement of the agreement had occurred on July 3, 2004, the Corporation would have been required to issue approximately 24,000 shares of common stock to the counterparty and, as such, has included that amount as common equivalent shares for the diluted earnings per share calculation for the three and six month periods then ended.

As of July 3, 2004, and after giving effect to the ASR transaction, the Corporation had authority to repurchase up to $36,793,000 in common stock under its share repurchase program.

10) Acquisition of Business

On February 24, 2003, the Corporation acquired Qualipak Incorporated (“Qualipak”) for $2.379 million in cash. Qualipak is a provider of secondary packaging, kit assembly, fulfillment and distribution services for publishers, consumer healthcare markets and over-the-counter pharmaceuticals. The purchase price plus the liabilities assumed exceeded the fair value of the tangible and intangible assets acquired by $2 million, which has been recorded as goodwill. The Corporation has included the results of Qualipak in the consolidated financial statements since the acquisition date.

The purchase agreement relating to this acquisition includes a provision for an additional contingent payment based on incremental qualified sales, as defined, for calendar 2004. Should this payment be made, the Corporation would record a corresponding increase to goodwill.

11) Segment Information

The Corporation operates in three business segments, printing services, supply-chain management services, and healthcare products. Summarized segment data for the three and six month periods ended July 3, 2004 and June 28, 2003 are as follows (dollars in thousands):

11

	Three Months Ended				Six Months Ended
	July 3, 2004		June 28, 2003		July 3, 2004		June 28, 2003
Net revenues
Printing Services	$	238,278	$	231,240	$	484,814	$	463,601
Supply-Chain Management		102,784		80,011		205,776		161,546
Healthcare		26,576		25,480		50,120		48,014
Total revenues	$	367,638	$	336,731	$	740,710	$	673,161
Earnings from operations
Printing Services	$	17,267	$	9,624	$	33,704	$	22,910
Supply-Chain Management		11,120		5,413		21,794		14,434
Healthcare		2,844		3,726		4,940		6,388
Total	$	31,231	$	18,763	$	60,438	$	43,732

The following table presents a reconciliation of segment earnings from operations to the totals contained in the condensed consolidated financial statements for the three and six months ended July 3, 2004 and June 28, 2003 (dollars in thousands):

	Three Months Ended						Six Months Ended
	July 3, 2004			June 28, 2003			July 3, 2004			June 28, 2003
Reportable segment earnings from	$	31,231		$	18,763		$	60,438		$	43,732
operations
Corporate expenses (not allocable		(6,997	)		(5,141	)		(12,948	)		(10,030	)
to segments)
Interest expense		(1,688	)		(2,005	)		(3,578	)		(4,626	)
Other income (expense)		1,048			(31	)		1,666			756
Earnings before income taxes	$	23,594		$	11,586		$	45,578		$	29,832

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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
SECOND QUARTER AND FIRST SIX MONTHS OF 2004 COMPARED TO 2003

Overview

The Corporation reported a strong second quarter of 2004, with results exceeding the prior year for revenues, operating earnings and diluted earnings per share. 2004 second quarter sales were $368 million, an increase of 9 percent over 2003‘s $337 million. Revenues for the second quarter of 2004 were up in all segments compared with the second quarter of 2003. Net earnings for this year’s second quarter were $15.2 million, compared with $7.3 million during the same period last year, an increase of 110%. No special charges were recorded in the second quarter of 2004, while $10.2 million of pre-tax restructuring and litigation settlement charges were recorded in the second quarter of 2003. Diluted earnings per share for the second quarter were 60 cents compared with 28 cents in 2003.

Revenues for the first half of 2004 were $741 million, an increase of 10% above the $673 million in the first half of 2003. Year-to-date net earnings of $29.3 million were 58% above the same period in the prior year. No special charges were recorded in the first half of 2004, while $11.1 million of restructuring and litigation settlement charges were recorded in the first half of 2003. Diluted earnings per share for the first six months of 2004 were $1.14 compared with $.72 cents in the same period of 2003.

The financial statement presentation of net revenues has been changed to separately present the Printing Services segment and Supply-Chain Management segment as services revenue. Product sales include the sales of disposable healthcare products in the Healthcare segment.

Net Revenues

Net revenues for the second quarter of 2004 totaled $368 million, approximately 9% higher than the $337 million in the second quarter of 2003. Net revenues for the quarter by segment are shown below (dollars in thousands):

Segment	Quarter 2	Quarter 2	Increase %
	2004	2003
Printing Services	$238,278	$231,240	3%
Supply-Chain Management Services	102,784	80,011	28%
Healthcare Products	26,576	25,480	4%
Total	$367,638	$336,731	9%

Printing Services revenues for the second quarter of 2004 were 3% higher than the comparable quarter in the prior year. The key issues in the second quarter of 2004 related to revenues in this segment were:

• Revenue in the Book operating unit was down 1% from the prior year second quarter. This was primarily the result of slightly lower revenues in the educational market as the result of reduced pricing.

• Revenue in the Catalog operating unit decreased by 17% compared with the second quarter of 2003. This decrease was primarily the result of the planned decline in print capacity following the 2003 closure of the St. Paul, MN facility. Some work previously done at the St. Paul facility was transferred to a Direct Marketing operating unit following the closure of the St. Paul facility.

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• Revenue for the Publications operating unit was up 4% from the second quarter last year. The unit continues to grow sales by aggressively increasing market share and increasing the number of magazines printed. Printing activity, as measured by internal pages printed compared with the prior year, increased 2% over the second quarter of 2003. This is the first quarter over quarter increase since the fourth quarter of 2000.

• The Direct Marketing operating unit increased revenue by 21% for the second quarter of 2004 compared with the prior year period. Of the increase, 25% was attributable to work transferred from the Catalog operating unit. The remaining increase was the result of increased sales to all major customer segments, increased average order size and pricing which began stabilizing during the second quarter of 2004.

Printing Services revenues increased by 5% in the first half of 2004 compared with the first half of 2003. This increase was the result of the same factors described above that impacted the second quarter of 2004. The increase in Printing Services revenues for the first half of 2004 was offset in part as a result of a large order of government forms at the Catalog operating unit that was supplied in the first quarter of 2003 not being repeated in the first quarter of 2004.

Net revenues for the Supply-Chain Management segment were 28% higher in the second quarter of 2004 compared with the second quarter of 2003. Approximately $5 million, or 22%, of the increase was related to the change in currency values between the Euro and the U.S. dollar. The remaining increase was the result of both improved sales to the segment’s major technology customers and the addition of several new customers.

Net revenues for the Supply-Chain Management segment were 27% higher in the first half of 2004 compared with the first half of 2003. Approximately $9 million or 20% of the increase was related to the change in currency values between the Euro and the U.S. dollar. The remaining increase was the result of both improved sales to the segment’s major technology customers and the addition of several new customers. During 1999, the Corporation entered into a five-year agreement with Compaq Computer Corporation (now Hewlett-Packard Company), which contract is subject to one year extensions pursuant to an evergreen clause. Revenue from Hewlett-Packard Company under this agreement totaled approximately $133 million in 2003, and comparable revenue is expected under this contract in fiscal 2004. For the six months ended July 3, 2004, revenues under this contract totaled $60 million or 29% of the Supply Chain Management segment’s total revenues. The loss of this contract could have a material adverse impact on the Corporation’s financial results.

Healthcare segment net sales in both the second quarter and the first half of 2004 were 4% higher compared with the comparable periods in 2003. This increase for both the quarter and the first half was the result of higher sales to a few large customers.

Earnings from operations

Consolidated earnings from operations of $24.2 million in the second quarter of 2004 were up 78% from the $13.6 million (including the impact of the restructuring described in Note 7) in the prior year second quarter. Operating earnings as a percentage of sales were 6.6%, up from 4.0% in the second quarter of 2003.

Consolidated earnings from operations of $47.5 million in the first half of 2004 were up 41% from the $33.7 million (including the impact of the restructuring described in Note 7) in the prior year first half. Operating earnings as a percentage of sales were 6.4% for the second quarter of 2004, up from 5.0% in the comparable period of the prior year.

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Segment operating margins were as follows for the second quarter:

Segment	2004	2003
Printing Services	7.2%	4.2%
Supply-Chain Management	10.8%	6.8%
Healthcare	10.7%	14.6%

Operating margins for the Printing Services segment in the second quarter of 2004 increased to 7.2% from 4.2% in the second quarter of 2003. Approximately two percentage points of this operating margin improvement reflected the absence of special charges in 2004. These special charges totaled $5.3 million in the second quarter of 2003. Eight tenths of a percentage point of the operating margin improvement was related to improved margins in the Catalog operating unit, as a result of efficiencies from the restructuring in 2003. The remaining operating margin improvement was from improved results at the Direct Marketing operating unit, which saw improved product mix and greater efficiencies from higher volume in the second quarter of 2004.

Operating margins for the Printing Services segment in the first half of 2004 increased to 7.0% from 4.9% in the first half of 2003. The increase was the result of the same factors described above for the second quarter, including the absence of special charges (1.4 points of improvement), improved margins in the Catalog operating unit (.5 points of improvement) and improved margins at the Direct Marketing operating unit.

The principal raw material used by the Corporation in the Printing Services segment is paper. Paper prices in the second quarter and first half of 2004 were approximately 1.5% lower than prices in the comparable periods of 2003.

Operating margins for the Supply-Chain Management segment of 10.8% in the second quarter of 2004 were higher than the prior year second quarter margins of 6.8%. The absence of special charges of $4.8 million contributed approximately six percentage points of operating margin improvement in the second quarter. Offsetting this increase was a decrease in operating margin as the result of reduced pricing to major customers. In addition, sales to new customers were at a more normal level of material sales to value-added sales, resulting in lower margins for these customers. Margins in this segment continue to be at a level higher than would normally be expected, and will likely continue to decrease in the future based on the expectation of a lesser proportion of value-added content in the product mix and continued pricing pressure from existing and new customers.

Operating margins for the Supply-Chain Management segment of 10.6% in the first half of 2004 were higher than the prior year first half margins of 8.9%. Operating margin was positively impacted by approximately three percentage points by the absence of special charges in the first half of 2004. These special charges totaled $4.8 million in the first half of 2003. This increase was offset in part by the pricing and mix factors described for the second quarter of 2004.

Healthcare segment operating margins of 10.7% were lower in the second quarter of 2004, compared with 14.6% in the second quarter of 2003. Approximately two thirds of this decrease was the result of increased commodity pricing, particularly pulp and resin. The remaining decrease was largely the result of increased discounts to a few large customers.

Healthcare segment operating margins of 9.9% were lower for the first half of 2004 compared with 13.3% in the first half of 2003. The decrease was the result of the same factors described above for the second quarter.

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Geographic analysis of net revenues and earnings from operations

Net revenues and earnings from operations (excluding unallocated corporate expenses) by geographic area for the three and six months ended July 3, 2004 and June 28, 2003 are presented below (dollars in thousands). All sales for the Printing Services and Healthcare segments are to customers in the United States. Sales in the Supply-Chain Management segment are to customers in the United States, Europe and Asia.

	Three Months Ended				Six Months Ended
	July 3, 2004		June 28, 2003		July 3, 2004		June 28, 2003
Net revenues
United States	$	287,296	$	278,298	$	580,681	$	552,474
Non-United States		80,342		58,433		160,029		120,687
Total revenues	$	367,638	$	336,731	$	740,710	$	673,161
Earnings from operations
United States	$	24,021	$	18,299	$	46,472	$	37,194
Non-United States		7,210		464		13,966		6,538
Total	$	31,231	$	18,763	$	60,438	$	43,732

Revenues in the United States increased by 3% in the second quarter of 2004 from the prior year quarter and by 5% for the first half of 2004 compared with the first half of 2003. This increase was consistent with the increase in revenues in the Printing Services segment, which constitutes the majority of the Corporation’s sales in the United States. Non-United States revenues increased by 37% in the second quarter of 2004 from the comparable quarter in the prior year and by 33% for the first half of 2004 compared with the first half of 2003. All non-United States sales are in the Supply-Chain Management segment and these increases are consistent with the strong growth in revenues and new customers in this segment.

Operating earnings in the United States increased significantly in both the three and six months ended July 3, 2004 from the prior year periods. This increase was primarily the result of the factors for improved earnings in the Printing Services segment described above. Non-United States operating earnings increased significantly in both the three and six months ended July 3, 2004 from the prior year periods. This improvement in operating margin is primarily the absence of special charges in 2004.

Interest Expense

Interest expense for the second quarter of 2004 was $1.7 million, a reduction of 16% compared with interest expense of $2.0 million in the prior year’s second quarter. Total debt at July 3, 2004 of $95 million was 15% less than the $112 million of debt at the end of the prior year and 19% less than at the end of the same quarter of 2003. The reduction in interest expense was the result of scheduled repayments of long-term debt. Essentially all of the Corporation’s long-term debt is at fixed interest rates. As a result, changes in market interest rates have not significantly impacted the Corporation’s interest expense.

Income Taxes

The Corporation’s effective tax rate of 35.6% for the second quarter of 2004 was lower than the 37.4% effective tax rate in the second quarter of 2003. The Corporation’s effective tax rate of 35.8% for the first half of 2004 was lower than the 38.0% effective tax rate in the first half of 2003. The reduction in the effective tax rate was due to a greater proportion of foreign earnings generated by the Supply-Chain Management segment, which has extensive operations in countries whose tax rates are more favorable than the rates in the United States. The Corporation currently expects the tax rate for 2004 to be lower than the rate in 2003.

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Liquidity and Capital Resources

The Corporation’s net working capital decreased by $47 million during the first half of 2004. This was primarily due to a reduction in cash. Cash balances decreased by $52 million. Of this decrease, $44 million was attributable to the repurchase of one million shares of common stock in the first quarter of 2004 (see Note 9).

The Corporation has in effect a stock repurchase program pursuant to which it may repurchase shares of its common stock on the open market or in privately negotiated transactions from time to time. As of April 3, 2004, the Corporation had authority to repurchase up to $36,793,000 in common stock under its share repurchase program.

Capital expenditures were $19.2 million during the second quarter and $38.1 million for the first half of 2004, $2.4 million higher than in the second quarter of 2003 and $5.9 million higher than the amount spent during the prior year’s first half. Capital expenditures for the full year are expected to be in the range of $80 — $90 million and will be funded by cash on hand or cash provided from operations.

Total debt as a percentage of total capitalization at July 3, 2004 was 16.2%, compared with 17.9% at January 3, 2004. This was the result of scheduled repayments of long-term debt in the second quarter of 2004, offset by the reduction of total equity affected by the repurchase of common stock in the first quarter of 2004.

Given cash and cash equivalents on hand as well as borrowing capacity currently in place, the Corporation believes it has sufficient liquidity to fund its operations for the foreseeable future.

CRITICAL ACCOUNTING POLICIES

The Corporation’s accounting policies are more fully described in Note 1 to the consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and footnotes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

The most significant accounting estimates inherent in the preparation of the Corporation’s consolidated financial statements include estimates as to the recovery of receivables and the realization of inventories, plant and equipment and goodwill. Significant assumptions are also used in the determination of liabilities related to pension and post-retirement benefits, obligations for lease terminations, income taxes and environmental matters. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix and, in some cases, actuarial assumptions. The Corporation re-evaluates these significant factors as facts and circumstances dictate. Historically, actual results have not differed significantly from those determined using the estimates described above.

The Corporation believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements:

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• Revenue Recognition. Revenues are recognized when title and risk of loss transfers to the customer and the earnings process is complete. The Securities and Exchange Commission’s Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition”provides guidance on the application of accounting principles generally accepted in the United States to selected revenue recognition issues. In addition, revenues in the Supply-Chain Management segment are recognized in accordance with Emerging Issues Task Force (EITF) Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” Each major contract is evaluated based on various criteria, with management judgment required to assess the importance of each criterion in reaching the final decision. Revenue is recognized on a gross basis if the Corporation has the risks and rewards of ownership, latitude in establishing component vendors and pricing, and bears all credit risk. Revenues from contracts that do not meet these criteria are recognized on a net basis, recording only the portion that is related to services or products provided directly by the Corporation.

• Goodwill. The Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”, effective December 30, 2001.  Under SFAS No. 142, goodwill is no longer amortized, but is reviewed for impairment on an annual basis. The Corporation’s analysis, which is performed in the fourth quarter of each fiscal year unless other indicators of impairment exist, is based on the comparison of the fair value of its reporting units to the carrying value of the net assets of the respective reporting units.

• Retirement Benefits. The Corporation has significant pension and post-retirement benefit costs that are developed from actuarial valuations. The valuations reflect key assumptions regarding, among other things, discount rates, expected return on plan assets, retirement ages and years of service. Consideration is given to current market conditions, including changes in interest rates and investment returns, in making these assumptions. Changes in these assumptions will affect the amount of pension and post retirement expense recognized in future periods.

• Asset Impairments. The Corporation adopted SFAS No 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” during 2002. SFAS No. 144 addresses financial accounting and reporting for long-lived assets. The Corporation regularly reviews all significant assets when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the tests for recoverability indicate that the carrying amount exceeds the fair value the asset is considered impaired and the appropriate adjustment is recorded. In addition, assets that will be sold or disposed of are accounted for in accordance with SFAS No. 144.

CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION

This document includes forward-looking statements. Statements that describe future expectations, including future plans, results or strategies, are considered forward-looking. The statements that are not purely historical should be considered forward-looking statements. Often they can be identified by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecasts,” and the like. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those currently anticipated. Factors that could affect actual results include, among others, changes in customers’ order patterns or demand for the Corporation’s products and services, pricing, changes in raw material costs and availability, unanticipated changes in sourcing of raw materials (including paper) by customers, unanticipated changes in operating expenses, unanticipated production difficulties, changes in the pattern of outsourcing supply-chain management functions by customers, unanticipated acquisition or loss of significant customer contracts or relationships, unanticipated difficulties and costs associated with the design and implementation of new administrative systems, the impact of any acquisition or divestiture effected by the Corporation, changes in the Corporation’s effective tax rate, and any unanticipated weakening of the economy. These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. The forward-looking statements included herein are made as of the date hereof, and the Corporation undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Corporation is exposed to market risk from changes in interest rates and foreign exchange rates. As of July 3, 2004, the Corporation had no notes payable outstanding against lines of credit with banks. Since essentially all the Corporation’s long-term debt is at fixed interest rates, exposure to interest rate fluctuations is minimal.

Exposure to adverse changes in foreign exchange rates is not considered material. Potential market risk associated with changes in foreign exchange is considered in contractual arrangements with customers.

Item 4. Controls and Procedures

a. Disclosure Controls and Procedures. The Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act.

b. Internal Control Over Financial Reporting. There have not been any changes in the Corporation’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of its business, the Corporation is involved in litigation matters. Based on the Corporation’s assessment of these matters and on the existing reserves provided for them, the Corporation does not believe that any of these matters, either individually or in the aggregate, will have a material adverse effect on its results of operations or financial condition.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

In April 1998, the Board of Directors authorized a program for the repurchase of $60 million of the Corporation’s common stock. This program was expanded in October 1998 for the repurchase of an additional $50 million of common stock and was expanded again in December 1999 for the repurchase of an additional $100 million of common stock. There is no specific expiration date for the Corporation’s share repurchase program. As of July 3, 2004 approximately $36,793,000 of shares of the Corporation’s common stock may yet be purchased under the program. No shares were repurchased during the second quarter of 2004.

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Item 4. Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders held on April 28, 2004, the only matters submitted to a vote of the Corporation’s shareholders was the election of seven directors. All of the persons nominated as directors were elected for terms expiring at the 2005 annual meeting. The following table sets forth certain information with respect to such election:

Name	Shares Voted For	Shares Withholding Authority
Jameson A. Baxter	21,946,343	847,535
John F. Bergstrom	22,252,235	541,642
Henry T. DeNero	22,660,661	133,217
Paul C. Reyelts	22,689,496	104,382
Raymond C. Richelsen	22,248,676	545,201
Stephanie A. Streeter	22,334,702	459,177
Michael J. Winkler	22,375,114	418,764

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits –

3.1 Amendment to By-laws

3.2 By-laws as amended

10.1 Form of Restricted Stock Award Agreement

10.2 Executive Deferred Compensation Plan “B”, as amended

31.1 Certification by the Chief Executive Officer pursuant to Rule 13a-14(a).

31.2 Certification by the Chief Financial Officer pursuant to Rule 13a-14(a).

32 Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K –

The Corporation filed a Current Report on Form 8-K, dated April 27, 2004, furnishing under Item 12 the Corporation’s press release dated April 27, 2004, with respect to financial results for the quarter ended April 3, 2004.

SIGNATURES

Pursuant to the requirements 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.

BANTA CORPORATION

/s/ Geoffrey J. Hibner
Geoffrey J. Hibner
Chief Financial Officer

Date:  August 6, 2004

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BANTA CORPORATION
EXHIBIT INDEX TO FORM 10-Q
For The Quarter Ended July 3, 2004

Exhibit Number

3.1 Amendment to By-laws

3.2 By-laws as amended

10.1 Form of Restricted Stock Award Agreement

10.2 Executive Deferred Compensation Plan “B”, as amended

31.1 Certification by the Chief Executive Officer pursuant to Rule 13a-14(a).

31.2 Certification by the Chief Financial Officer pursuant to Rule 13a-14(a).

32 Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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EX-3.1

BY-LAW AMENDMENT

        RESOLVED, that effective April 27, 2004, Article III, Section 3.01 of the By-Laws of the Corporation is hereby amended to decrease the number of authorized directors to seven (7).

EX-3.2

4/27/2004

BY-LAWS
OF
BANTA CORPORATION
(a Wisconsin corporation)

ARTICLE I. OFFICES

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

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

ARTICLE II. SHAREHOLDERS

    2.01.              Annual Meeting. The annual meeting of the shareholders of the corporation (the “Annual Meeting”) shall be held on the second Tuesday in the month of April of each year, at the hour of two (2) o’clock p.m. (local time), or at such other time and date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may properly come before the Annual Meeting in accordance with Section 2.13 of these by-laws. If the day fixed for the Annual Meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any Annual Meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders (a “Special Meeting”) as soon thereafter as conveniently may be. In fixing a meeting date for any Annual Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of its business judgment.

    2.02.              Special Meetings.

    (a)               A Special Meeting may be called only by (i) the Chairman of the Board, (ii) the Chief Executive Officer or (iii) the Board of Directors and shall be called by the Chairman of the Board or the Chief Executive Officer upon the demand, in accordance with this Section 2.02, of the holders of record of shares representing at least 10% of all the votes entitled to be cast on any issues proposed to be considered at the Special Meeting.

B-1

    (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 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 day 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 2.13 of these by-laws.

    (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 or series 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 herein), 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 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:

B-2

    (i)        “Affiliate” of any Person 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 for a 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 for a 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.

B-3

    (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, the Chief Executive Officer or the Board of Directors shall have called such meeting. In the case of any Special Meeting called by the Chairman of the Board or the Chief Executive Officer 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 Special Meeting shall be not more than 70 days after the Meeting Record Date (as defined in Section 2.05 of these by-laws); 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 any 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, the Chief Executive Officer 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 nationally or regionally 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 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 by-laws, “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, the Chairman of the Board or the Chief Executive Officer may designate any place, either within or without the State of Wisconsin, as the place of meeting for any Annual Meeting or for any Special Meeting, or for any postponement thereof. 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 vote of the Board of Directors or by the Chairman of the Board or the Chief Executive Officer.

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    2.04.        Notice of Meeting. Written notice stating the place, day and hour of any Annual Meeting or Special Meeting shall be delivered not less than 10 (unless a longer period is required by the Wisconsin Business Corporation Law) nor more than 70 days before the date of such meeting, either personally or by mail, by or at the direction of the 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 Delivery Date. If mailed, notice pursuant to this Section 2.04 shall be deemed to be effective when deposited in the United States mail, addressed to each 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, 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 by-laws and (ii) shall contain all of the information required in the notice received by the corporation in accordance with Section 2.13(b) of these by-laws. If an Annual Meeting or Special Meeting is adjourned to a different date, time or place, the corporation shall not be required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new Meeting 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 Meeting Record Date.

    2.05.        Fixing of Record Date. The Board of Directors may fix in advance a date not less than 10 days and not more than 70 days prior to the date of any Annual Meeting or Special Meeting as the record date for the determination of shareholders entitled to notice of, or to vote at, such meeting (the “Meeting Record Date”). 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. The shareholders of record on the Meeting Record Date shall be the shareholders entitled to notice of and to vote at the meeting. 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 any Annual Meeting or Special Meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new Meeting 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. The Board of Directors may also fix in advance a date as the record date for the purpose of determining shareholders entitled to take any other action or determining shareholders for any other purpose. Such record date shall be not more than 70 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. 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 authorizes the distribution or share dividend, as the case may be, unless the Board of Directors fixes a different record date.

    2.06.        Shareholder Lists. After a Meeting Record Date 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 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 or her 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 shareholders.

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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 any Annual Meeting or Special Meeting only if a quorum of those shares exists with respect to that matter. If the corporation has only one class of 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 by-law adopted under authority granted in the Articles of Incorporation, or 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 any Annual Meeting or Special 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 Meeting 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 opposing the action, unless the Articles of Incorporation, any by-law 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 by the shares entitled to vote in the election of directors at any Annual Meeting or Special Meeting at which a quorum is present. For purposes of this Section 2.07(a), “plurality” means that the individuals with the largest number of votes are elected as directors up to the maximum number of directors to be chosen at the Annual Meeting or Special Meeting.

    (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 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 any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

    2.08.        Conduct of Meetings. The Chairman of the Board, and in his absence the Chief Executive Officer, shall call any Annual Meeting or Special Meeting to order and shall act as chairman of such meeting. In the absence of the Chairman of the Board and the Chief Executive Officer, such duties shall be performed by the President. In the absence of the Chairman of the Board, the Chief Executive Officer and the President, such duties shall be performed by a Vice-President in the order provided under Section 4.07, or in their absence, by any person chosen by the shareholders present. The Secretary of the corporation shall act as secretary of all Annual Meetings and Special Meetings, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

    2.09.        Proxies. At any Annual Meeting or Special Meeting, a shareholder entitled to vote may vote 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. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.

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    2.10.        Voting of Shares. Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at any Annual Meeting or Special Meeting except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the Articles of Incorporation or the Wisconsin Business Corporation Law.

    2.11.        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.

    (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.

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    2.12.              Waiver of Notice by Shareholders. A shareholder may waive any notice required by the Wisconsin Business Corporation Law, the Articles of Incorporation or these by-laws 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 meeting need not be stated) and be delivered to the corporation for inclusion in the corporate records. A shareholder’s attendance at any Annual Meeting or Special 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 upon arrival objects to holding the meeting or transacting 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.

    2.13.              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 2.13.

    (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 2.13, 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 executive offices of the corporation not less than 60 days nor more than 90 days prior to the second Tuesday in the month of April; provided, however, that in the event that the date of the Annual Meeting is advanced by more than 30 days or delayed by more than 60 days from the second Tuesday in the month of April, notice by the shareholder to be timely must be so received 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 by-laws, the language of the proposed amendment, (II) such shareholder’s and beneficial owner’s or owners’ reasons for conducting such business at the meeting and (III) any material interest in such business of such shareholder and beneficial owner or owners.

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        (iii)  Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 2.13 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 70 days prior to the second Tuesday in the month of April, a shareholder’s notice required by this Section 2.13 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 executive 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.

    (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 by-laws. 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 2.13. 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 executive 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.

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    (c)              General.

    (i)        Only persons who are nominated in accordance with the procedures set forth in this Section 2.13 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 2.13. 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 2.13 and, if any proposed nomination or business is not in compliance with this Section 2.13, to declare that such defective proposal shall be disregarded.

    (ii)        For purposes of this Section 2.13, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

    (iii)         Notwithstanding the foregoing provisions of this Section 2.13, 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 2.13. Nothing in this Section 2.13 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 III. BOARD OF DIRECTORS

    3.01.        General Powers and Number. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its Board of Directors. The number of directors of the corporation shall be seven (7).

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    3.02.        Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified, or until there is a decrease in the number of directors which takes effect after the expiration of his term, or until his prior death, resignation or removal. A director may be removed by the shareholders only at a meeting 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 removal of the director. A director may be removed from office but only for cause (as defined herein) if the number of votes cast to remove the director exceeds the number of votes cast not to remove him; provided, however, that, if the Board of Directors, by resolution, shall have recommended removal of a director, then the shareholders may remove such director without cause by the vote referred to above. As used herein, “cause” shall exist only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction, where such conviction is no longer subject to direct appeal, or has been adjudged liable for actions or omissions in the performance of his duty to the corporation in a matter which has had a materially adverse effect on the business of the corporation, where such adjudication is no longer subject to appeal. A director may resign at any time by delivering written notice which complies with the Wisconsin Business Corporation Law to the Chairman of the Board 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 but must be shareholders of the corporation. Except as otherwise provided by the Board of Directors, a director shall retire no later than the end of the term in which occurs the earlier of the director’s attainment of age seventy (70) or the completion of fifteen (15) years of service as a non-employee director; provided, however, that the fifteen (15) year limitation shall be inapplicable to any director who had completed at least fifteen (15) years as a non-employee director as of January 1, 1995. As used herein, a “non-employee director” shall mean a director who is not an employee of the corporation or any of its subsidiaries.

    3.03.        Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after the Annual Meeting, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the Annual Meeting which precedes it, or such other suitable place as may be announced at such Annual Meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.

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

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    3.05.        Notice; Waiver. Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.03) shall be given by written notice delivered or communicated in person, by telegram, facsimile or other form of wire or wireless communication, or by mail or private carrier, to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than 48 hours prior to the time of the meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by private carrier, such notice shall be deemed to be effective when the notice is 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 by-laws or any provision of the Wisconsin Business Corporation Law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The 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 of the meeting unless the director at the beginning of the meeting or promptly upon his 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

    3.06.        Quorum. Except as otherwise provided by the Wisconsin Business Corporation Law or by the Articles of Incorporation or these by-laws, a majority of the number of directors set forth in Section 3.01 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.

    3.07.        Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Wisconsin Business Corporation Law or by the Articles of Incorporation or these by-laws.

    3.08.        Conduct of Meetings. The Chairman of the Board, and in his absence, the Chief Executive Officer, and in his absence, the President or a Vice-President in the order provided under Section 4.07, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person present to act as secretary of the meeting. Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director.

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

    3.10.        Compensation. The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees to the corporation.

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    3.11.        Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless any of the following occurs: (a) the director objects at the beginning of the meeting or promptly upon his 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 dissent or abstention to the presiding officer 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 to dissent or abstain shall not apply to a director who voted in favor of such action.

    3.12.        Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of directors set forth in Section 3.01 may create one or more committees, appoint members of the Board of Directors to serve on the committees and designate other members of the Board of Directors to serve as alternates. Each committee shall have two or more members who shall, unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of Directors. A committee may be authorized to exercise the authority of the Board of Directors, except that a committee may not do any of the following: (a) authorize distributions; (b) approve or propose to shareholders action that the Wisconsin Business Corporation Law requires to be approved by shareholders; (c) fill vacancies on the Board of Directors or, unless the Board of Directors provides by resolution that vacancies on a committee shall be filled by the affirmative vote of the remaining committee members, on any Board committee; (d) amend the corporation’s Articles of Incorporation; (e) adopt, amend or repeal by-laws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; and (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits prescribed by the Board of Directors. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of its authority.

    3.13.        Telephonic Meetings. Except as herein provided and notwithstanding any place set forth in the notice of the meeting or these by-laws, members of the Board of Directors (and any committee thereof) may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other, such as by conference telephone. If a meeting is conducted by such means, then at the commencement of such meeting the presiding officer shall inform the participating directors that a meeting is taking place at which official business may be transacted. Any participant in a meeting by such means shall be deemed present in person at such meeting. Notwithstanding the foregoing, no action may be taken at any meeting held by such means on any particular matter which the presiding officer determines, in his 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.

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    3.14.        Unanimous Consent without Meeting. Any action required or permitted by the Articles of Incorporation or these by-laws or any provision of the Wisconsin Business Corporation Law to be taken by the Board of Directors (or a committee thereof) at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members of the Board or of the committee, as the case may be, then in office. Such action shall be effective when the last director or committee member signs the consent, unless the consent specifies a different effective date.

ARTICLE IV. OFFICERS

    4.01.        Number. The principal officers of the corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice-Presidents, not to exceed six (6) at any given time, a Chief Financial Officer, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The Board of Directors may also authorize any duly appointed officer to appoint one or more officers or assistant officers. Any two or more offices may be held by the same person.

    4.02.        Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the Annual Meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until such officer’s successor shall have been duly elected or until his prior death, resignation or removal.

    4.03.        Removal and Resignation. The Board of Directors may remove any officer and, unless restricted by the Board of Directors or these by-laws, an officer may remove any officer or assistant officer appointed by that officer, at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed. Election or appointment shall not of itself create contract rights. An officer may resign at any time by delivering notice to the corporation that complies with the Wisconsin Business Corporation Law. The resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date.

    4.04.        Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. If a resignation of an officer is effective at a later date as contemplated by Section 4.03 hereof, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor may not take office until the effective date.

    4.05.        Chairman of the Board. The Chairman of the Board shall, when present, preside at all Annual Meetings and Special Meetings and at all meetings of the Board of Directors. The Chairman of the Board shall perform such other duties and functions as shall be assigned to him from time to time by the Board of Directors or in these by-laws. Except where by law the signature of the Chief Executive Officer or the President of the corporation is required, the Chairman of the Board shall possess the same power and authority as the Chief Executive Officer or the President to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments and shall have such additional power to sign, execute and acknowledge, on behalf of the corporation, as may be authorized by resolution of the Board of Directors.

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    4.06.        Chief Executive Officer. Subject to the control of the Board of Directors, the Chief Executive Officer shall in general supervise and control all of the business and affairs of the corporation. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint and remove such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, securities, contracts, leases, reports, and all other documents or other instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize any elected President, Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general, he shall perform all duties incident to the office of Chief Executive Officer of the corporation and such other duties as may be prescribed by the Board of Directors from time to time.

    4.07.        President. In the absence of the Chief Executive Officer or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the Chief Executive Officer to act personally, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer from time to time.

    4.08.           The Vice-Presidents. In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him by the President, Chief Executive Officer or by the Board of Directors. The execution of any instrument of the corporation by any Vice-President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the President.

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    4.081        Chief Financial Officer. Subject to the control of the Board of Directors and the Chief Executive Officer, the Chief Financial Officer shall in general perform all of the duties incident to the office of Chief Financial Officer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the Chief Executive Officer or by the Board of Directors. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, contracts, leases, reports, and all other documents or other instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by the Chief Executive Officer or by resolution of the Board of Directors. The Chief Financial Officer shall have the same authority as a Vice-President of the corporation under these by-laws to execute documents, contracts or the like on behalf of the corporation or to otherwise bind the corporation.

    4.09.        The Secretary. The Secretary shall: (a) keep the minutes of all Annual Meetings and Special Meetings and of all meetings of the Board of Directors 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 by-laws or as required by the Wisconsin Business Corporation Law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) maintain a record of the shareholders of the corporation, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder; (e) sign with the Chairman of the Board, the Chief Executive Officer, the President, or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the President, the Chief Executive Officer or by the Board of Directors.

    4.10.        The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) maintain appropriate accounting records; (c) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 5.04; and (d) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President, the Chief Executive Officer or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

    4.11.        Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the Chairman of the Board, the Chief Executive Officer, 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, the Chief Executive Officer or the Board of Directors.

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    4.12.        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 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 the appointing officer shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors or the appointing officer.

    4.13.        Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS;
SPECIAL CORPORATE ACTS

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

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

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

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

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

    5.06.        No Nominee Procedures. The corporation has not established, and nothing in these by-laws 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.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

    6.01.        Certificates for Shares. Certificates representing shares of the corporation shall be in such form, consistent with the Wisconsin Business Corporation Law, as shall be determined by the Board of Directors. Such certificates shall be signed by the Chairman of the Board, the Chief Executive Officer, the President or a Vice-President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.06.

    6.02.        Facsimile Signatures and Seal. The seal of the corporation on any certificates for shares may be a facsimile. The signatures of the Chairman of the Board, the Chief Executive Officer, the President or any Vice-President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.

    6.03.        Signature by Former Officers. In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

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    6.04.        Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that said endorsements are genuine and effective and in compliance with such other regulations as may be prescribed under the authority of the Board of Directors.

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

    6.06.        Lost, Destroyed or Stolen Certificates. Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as the Board of Directors may prescribe.

    6.07.        Consideration for Shares. The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. Before the corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. In the absence of a resolution adopted by the Board of Directors expressly determining that the consideration received or to be received is adequate, Board approval of the issuance of the shares shall be deemed to constitute such a determination. 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 other property to be issued in the future, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits or property are received or the promissory note is paid. If the services are not performed, the benefits or property are not received or the promissory note is not paid, the corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

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

ARTICLE VII. SEAL

    7.01.        The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, “Corporate Seal”.

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ARTICLE VIII. INDEMNIFICATION

    8.01.              Certain Definitions. All capitalized terms used in this Article VIII and not otherwise hereinafter defined in this Section 8.01 shall have the meaning set forth in Section 180.0850 of the Statute. The following capitalized terms (including any plural forms thereof) used in this Article VIII shall be defined as follows:

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

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

    (c)               “Board” shall mean the entire 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 8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.

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

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

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

    (h)               “Party” shall have the meaning set forth in the Statute; provided, that, for purposes of this Article VIII, the term “Party” shall also include any Director or Officer or employee 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 VIII, the term “Proceeding” shall also include all Proceedings (i) brought under (in whole or in part) the Securities Act of 1933, as amended, the Exchange Act, 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.

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

    8.02.              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.

    8.03.              Procedural Requirements.

    (a)               A Director or Officer who seeks indemnification under Section 8.02 shall make a written request therefor to the Corporation. Subject to Section 8.03(b), within 60 days of the Corporation’s receipt of such request, the Corporation shall pay or reimburse the Director or Officer for the entire amount of Liabilities incurred by the Director or Officer in connection with the subject Proceeding (net of any Expenses previously advanced pursuant to Section 8.05).

    (b)               No indemnification shall be required to be paid by the Corporation pursuant to Section 8.02 if, within such 60-day period, (i) a Disinterested Quorum, by a majority vote thereof, determines that the Director or Officer requesting indemnification engaged in misconduct constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be obtained.

    (c)               In either case of nonpayment pursuant to Section 8.03(b), the Board shall immediately authorize by resolution that an Authority, as provided in Section 8.04, determine whether the Director’s or Officer’s conduct constituted a Breach of Duty and, therefore, whether indemnification should be denied hereunder.

    (d)               (i) If the Board does not authorize an Authority to determine the Director’s or Officer’s right to indemnification hereunder within such 60-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 Director or Officer immediately.

    8.04.              Determination of Indemnification.

    (a)               If the Board authorizes an Authority to determine a Director’s or Officer’s right to indemnification pursuant to Section 8.03, then the Director or Officer requesting indemnification shall have the absolute discretionary authority to select one of the following as such Authority:

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    (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.

    (c)               The Authority shall make its determination within 60 days of being selected and shall submit a written opinion of its conclusion simultaneously to both the Corporation and the Director or Officer.

    (d)               If the Authority determines that indemnification is required hereunder, the Corporation shall pay the entire requested amount of Liabilities (net of any Expenses previously advanced pursuant to Section 8.05), including interest thereon at a reasonable rate, as determined by the Authority, within 10 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 8.04 by either the Corporation or the Director or Officer, including, without limitation, all Expenses of the selected Authority, shall be paid by the Corporation.

    8.05.              Mandatory Allowance of Expenses.

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    (a)               The Corporation shall pay or reimburse, within 10 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 8.05 if it is ultimately determined by an Authority that he or she is not entitled to be indemnified by the Corporation for such Expenses pursuant to this Section 8.04.

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

    8.06.              Indemnification and Allowance of Expenses of Certain Others.

    (a)               The 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 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 8.06(b) hereof) against Liabilities incurred by, and/or provide for the allowance of reasonable Expenses of, an employee or authorized agent of the Corporation acting within the scope of his or her duties as such and who is not otherwise a Director or Officer.

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

    8.08.              Notice to the Corporation. A Director, Officer or employee shall promptly notify the Corporation in writing when he or she has actual knowledge of a Proceeding which may result in a claim of indemnification against Liabilities or allowance of Expenses hereunder, but the failure to do so shall not relieve the Corporation of any liability to the Director, Officer or employee hereunder unless the Corporation shall have been irreparably prejudiced by such failure (as determined, in the case of Directors or Officers only, by an Authority selected pursuant to Section 8.04(a)).

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

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

    8.11.              Contractual Nature of Article VIII; Repeal or Limitation of Rights. This Article VIII shall be deemed to be a contract between the Corporation and each Director, Officer and employee of the Corporation and any repeal or other limitation of this Article VIII or any repeal or limitation of the Statute or any other applicable law shall not limit any rights of indemnification against Liabilities or allowance of Expenses then existing or arising out of events, acts or omissions occurring prior to such repeal or limitation, including, without limitation, the right to indemnification against Liabilities or allowance of Expenses for Proceedings commenced after such repeal or limitation to enforce this Article VIII with regard to acts, omissions or events arising prior to such repeal or limitation.

ARTICLE IX. AMENDMENTS

    9.01.        By Shareholders. These by-laws may be altered, amended or repealed and new by-laws may be adopted by the shareholders at any Annual Meeting or Special Meeting at which a quorum is in attendance.

    9.02.        By Directors. These by-laws may also be altered, amended or repealed and new by-laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; provided, however, that the shareholders in adopting, amending or repealing a particular by-law may provide therein that the Board of Directors may not amend, repeal or readopt that by-law.

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

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ARTICLE X. INTERPRETATION

    10.01.        Interpretation. Unless the context requires otherwise, all words used in these by-laws in the singular number extend to and include the plural, all words in the plural number extend to and include the singular, and all words in any gender extend to and include all genders.

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EX-10.1

BANTA CORPORATION

EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

        THIS AGREEMENT, made and entered into as of this ___ day of __________, ____, by and between BANTA CORPORATION, a Wisconsin corporation (the “Company”), and ________________________ (the “Participating Key Employee”).

W I T N E S S E T H :

        WHEREAS, the Company has adopted the Banta Corporation Equity Incentive Plan, as amended (the “Plan”), the terms of which, to the extent not stated herein, are specifically incorporated by reference in this Agreement; and

        WHEREAS, one of the purposes of the Plan is to permit the granting of awards of restricted shares of the Company’s Common Stock, $.10 par value (the “Common Stock”), to certain key employees of the Company and its Affiliates (as defined in the Plan); and

        WHEREAS, the Participating Key Employee is now employed by the Company or an Affiliate of the Company in a key capacity, and the Company desires the Participating Key Employee to remain in such employ, and to secure or increase his or her stock ownership in the Company in order to increase his or her incentive and personal interest in the welfare of the Company.

        NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows:

        1.    Award of Restricted Stock. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby awards the Participating Key Employee the number of shares of Common Stock set forth on the signature page of this Agreement (the “Restricted Stock”).

        2.    Restrictions. Except as otherwise provided herein, the Restricted Stock may not be sold, transferred or otherwise alienated or hypothecated until the respective dates set forth on the signature page of this Agreement (each such date, a “Release Date”).

        3.    Escrow. The Restricted Stock granted to the Participating Key Employee shall be held in escrow by the Company, as escrow agent, in the name of the Participating Key Employee in a book entry subaccount established by American Stock Transfer & Trust Company, the Company’s transfer agent and registrar, or any successor transfer agent and registrar. Upon grant of such Restricted Stock, the Participating Key Employee shall be deemed to have given the Company a stock power for such Restricted Stock duly endorsed in blank which shall be used in the event such Restricted Stock is forfeited in whole or in part. Unless theretofore forfeited as provided in this Agreement, Restricted Stock shall cease to be held in escrow and certificate(s) for the appropriate number of shares of the Common Stock shall be issued and delivered to the Participating Key Employee, or in the case of his or her death, to his or her Beneficiary (as hereinafter defined) on the applicable Release Date or upon any other termination of the restrictions imposed by Paragraph 2 of this Agreement.

        4.    Transfer After Release Date; Securities Law Restrictions. Except as otherwise provided herein, Restricted Stock shall become free of the restrictions of Paragraph 2 and be freely transferable by the Participating Key Employee on and after the applicable Release Date. Shares of Restricted Stock granted hereunder on which the restrictions set forth in Paragraph 2 have lapsed are referred to herein as “Released Securities.” Notwithstanding anything to the contrary herein, the Participating Key Employee agrees and acknowledges with respect to any shares of Restricted Stock that have become Released Securities and which have not been registered under the Securities Act of 1933, as amended (the “Act”), (i) he or she will not sell or otherwise dispose of any of such Released Securities except pursuant to an effective registration statement under the Act and any applicable state securities laws, or in a transaction which, in the opinion of counsel for the Company, is exempt from such registration, and (ii) a legend will be placed on the certificates for the Released Securities to such effect.

        5.    Termination of Employment Due to Death, Disability or Retirement.

        (a)     If the Participating Key Employee’s employment with the Company and its Affiliates is terminated prior to the applicable Release Date because of the Participating Key Employee’s death, retirement after reaching age 65 or disability, the restrictions of Paragraph 2 applicable to that portion of the Restricted Stock (on which the restrictions have not yet lapsed) shall terminate and such Restricted Stock shall be free of such restrictions and, except as otherwise provided in Paragraph 4 hereof, freely transferable.

        (b)     If the Participating Key Employee’s employment with the Company and its Affiliates is terminated prior to the applicable Release Date because of the Participating Key Employee’s retirement (with the consent of the Company) after reaching age 62 but before reaching age 65, the restrictions of Paragraph 2 applicable to that portion of the Restricted Stock (on which the restrictions have not yet lapsed), assuming that the Participating Key Employee had actually been employed by the Company or its Affiliates for twelve months beyond such retirement date, shall terminate and such Restricted Stock shall be free of such restrictions and, except as otherwise provided in Paragraph 4 hereof, freely transferable. The remaining Restricted Stock granted hereunder, if any, shall be forfeited to the Company.

        6.    Termination of Employment for Any Other Reason. In the event that the Participating Key Employee is discharged or leaves the employ of the Company or any of its Affiliates for any reason (other than the death or disability of the Participating Key Employee or the retirement of the Participating Key Employee as contemplated by Paragraph 5 above) prior to the applicable Release Date, all Restricted Stock on which the restrictions have not previously lapsed shall be forfeited to the Company on the date on which such termination of employment occurs.

        7.    Beneficiary.

        (a)     The person whose name appears on the signature page hereof after the caption “Beneficiary” or any successor designated by the Participating Key Employee in accordance with the terms of this Agreement (the person who is the Participating Key Employee’s Beneficiary at the time of his or her death is herein referred to as the “Beneficiary”) shall be entitled to receive the Restricted Stock to be released to the Beneficiary under Paragraphs 3 and 5 as a result of the death of the Participating Key Employee. The Participating Key Employee may from time to time revoke or change his or her Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Committee (as defined in the Plan). The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participating Key Employee’s death, and in no event shall any designation be effective as of a date prior to such receipt.

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        (b)     If no such Beneficiary designation is in effect at the time of a Participating Key Employee’s death, or if no designated Beneficiary survives the Participating Key Employee or if such designation conflicts with applicable law, the Participating Key Employee’s estate shall be entitled to receive the Restricted Stock to be released from the restrictions of Paragraph 2 upon the death of the Participating Key Employee. If the Committee is in doubt as to the right of any person to receive such Restricted Stock, the Company may retain the Restricted Stock, without liability for any interest thereon, until the Committee determines the person entitled thereto, or the Company may deliver such Restricted Stock to any court of appropriate jurisdiction and such delivery shall be a complete discharge of the liability of the Company therefor.

        8.    Restrictive Legend. In addition to any legends placed on certificates for Released Securities under Paragraph 4 above, all shares of Restricted Stock held in escrow by the Company, as escrow agent, in the name of the Participating Key Employee shall be tagged, contain a legend, or otherwise be identified as Restricted Stock, as follows:

“The sale or other transfer of these shares, whether voluntary or by operation of law, is subject to certain restrictions set forth in the Banta Corporation Equity Incentive Plan, as amended, and a Restricted Stock Award Agreement between Banta Corporation and the registered owner hereof. A copy of such Plan and such Agreement may be obtained from the Secretary of Banta Corporation.”

When the restrictions imposed by Paragraph 2 hereof terminate, the Participating Key Employee shall be entitled to receive certificates issued for such Released Securities without the foregoing tag, legend, or identification.

        9.    Voting Rights; Dividends and Other Distributions.

        (a)     While shares of Restricted Stock are subject to restrictions under Paragraph 2 and prior to any forfeiture thereof, the Participating Key Employee may exercise full voting rights for the shares of Restricted Stock registered in his or her name in book entry form and held in escrow hereunder.

        (b)     While shares of Restricted Stock are subject to the restrictions under Paragraph 2 and prior to any forfeiture thereof, the Participating Key Employee shall be entitled to receive all dividends and other distributions paid with respect to such shares of Restricted Stock. If any such dividends or distributions are paid in shares of Common Stock or other equity securities of the Company, such equity securities shall be held in book entry form and subject to the same restrictions as the shares of Restricted Stock with respect to which they were paid.

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        (c)     Subject to the provisions of this Agreement, the Participating Key Employee shall have, with respect to the Restricted Stock, all other rights of holders of Common Stock.

        10.    Tax Withholding Obligations Settled with Common Stock. If the Participating Key Employee does not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Stock awarded hereunder, the Participating Key Employee may satisfy the Company’s withholding tax requirements by electing to have the Company withhold that number of shares of Released Securities otherwise deliverable to the Participating Key Employee from escrow hereunder or to deliver to the Company a number of shares of Common Stock, in each case, having a Fair Market Value on the Tax Date (as such terms are below) equal to the minimum amount required to be withheld as a result of the termination of the restrictions on such Restricted Stock. The election must be made in writing in accordance with such rules and regulations and in such form as the Committee may determine. The election must be delivered to the Company prior to the Tax Date. If the number of shares so determined shall include a fractional share, the Participating Key Employee shall deliver cash in lieu of such fractional share. As used herein: (y) “Tax Date” means the date on which the Participating Key Employee must include in his or her gross income for federal income tax purposes the fair market value of the Released Securities; and (z) “Fair Market Value” means the per share closing price on the date in question in the principal market on which shares of stock which are equivalent to the Restricted Stock are then traded or, if no sales of such stock have taken place on such date, the closing price on the most recent date on which selling prices were quoted.

        11.    Adjustments. In the event of any reclassification, subdivision or combination of shares of Common Stock, merger or consolidation of the Company or sale by the Company of all or a portion of its assets, or other event which could, in the judgment of the Committee, distort the implementation of the Plan or the realization of its objectives, the Committee may make such adjustments in the shares of Restricted Stock subject to this Agreement, or in the terms, conditions or restrictions of this Agreement as the Committee deems equitable to the extent consistent with the Plan.

        12.    Powers of Company Not Affected. The existence of the Restricted Stock shall not affect in any way the right or power of the Company or its shareholders to make or authorize any combination, subdivision or reclassification of the Common Stock or any reorganization, merger, consolidation, business combination, exchange of shares, or other change in the Company’s capital structure or its business, or any issue of bonds, debentures or stock having rights or preferences equal, superior or affecting the Restricted Stock or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Nothing in this Agreement shall confer upon the Participating Key Employee any right to continue in the employment of the Company or any of its Affiliates or interfere with or limit in any way the right of the Company or any of its Affiliates to terminate the Participating Key Employee’s employment at any time.

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        13.    Interpretation by Committee. The Participating Key Employee agrees that any dispute or disagreement which may arise in connection with this Agreement shall be resolved by the Committee, in its sole discretion, and that any interpretation by the Committee of the terms of this Agreement or the Plan and any determination made by the Committee under this Agreement or the Plan may be made in the sole discretion of the Committee and shall be final, binding, and conclusive all as more fully set forth in the Plan. Any such determination need not be uniform and may be made differently among Participating Key Employees awarded Restricted Stock.

        14.    Change of Control.

        (a)     Notwithstanding any other provision to the contrary contained in this Agreement, effective upon a Change in Control of the Company (as defined below), the restrictions imposed upon the Restricted Stock by Paragraph 2 of this Agreement shall immediately be deemed to have lapsed and the applicable Release Date shall be deemed to have occurred as of the date of the Change in Control of the Company with respect to such Restricted Stock.

        (b)     The following terms shall have the following meanings when used in this Paragraph 14.

        (i)     The term “Change in Control of the Company” shall be deemed to occur if (A) any Person becomes the Beneficial Owner of more than 30% of the outstanding voting stock of the Company, (1) in whole or in part by means of an offer made to the holders of any one or more classes of such voting stock to acquire such shares for cash, securities, other property or any combination thereof, or (2) by any other means; (B) the Company sells, transfers or assigns all or substantially all of its business and assets; (C) the Company consolidates with or merges into any other corporation, unless the Company or a subsidiary of the Company is the continuing or surviving corporation; (D) the Company acquires, whether through purchase, merger or otherwise, all or substantially all of the operating assets or capital stock of another entity and in connection with such acquisition persons are elected or appointed to the Board of Directors of the Company who are not directors immediately prior to such acquisition and such persons constitute a majority of the Board of Directors after such acquisition; or (E) any Person succeeds in electing two or more directors of the Company in any one election in opposition to those nominees proposed by management of the Company.

        (ii)     A Person shall be deemed to be the “Beneficial Owner” of any securities:

        (A)     which such Person or any of such Person’s Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (1) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase, or (2) securities issuable upon exercise of Rights issued pursuant to the terms of the Company’s Rights Agreement with American Stock Transfer & Trust Company, dated as of November 5, 2001, as amended from time to time (or any successor to such Rights Agreement), at any time before the issuance of such securities;

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        (B)     which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this subparagraph (B) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (2) is not also then reportable on a Schedule 13D under the Exchange Act (or any comparable or successor report); or

        (C)     which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in Subsection (B)(1) above) or disposing of any voting securities of the Company.

        (iii)     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

        (iv)     “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.

        (v)     “Person” shall mean any individual, firm, partnership, corporation, limited liability company, limited partnership or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

        15.    Miscellaneous.

        (a)     This Agreement shall be governed and construed in accordance with the laws of the State of Wisconsin applicable to contracts made and to be performed therein between residents thereof.

        (b)     This Agreement may not be amended or modified except by the written consent of the parties hereto.

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        (c)     Headings are given to the paragraphs and subparagraphs of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof.

        (d)     Any notice, filing or delivery hereunder or with respect to Restricted Stock shall be given to the Participating Key Employee at either his or her usual work location or his or her home address as indicated in the records of the Company, and shall be given to the Committee or the Company at 225 Main Street, Menasha, Wisconsin 54952, Attention: Secretary. All such notices shall be given by first class mail, postage pre-paid, or by personal delivery.

        (e)     This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and shall be binding upon and inure to the benefit of the Participating Key Employee, the Beneficiary and the personal representative(s) and heirs of the Participating Key Employee.

        IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer and its corporate seal hereunto affixed, and the Participating Key Employee has hereunto affixed his or her hand, all on the day and year set forth below.

	BANTA CORPORATION
(CORPORATE SEAL)	By:

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Attest: _____________________________________________


PARTICIPATING KEY EMPLOYEE

___________________________________________________

Number of Shares of Restricted Stock:

Date of Agreement: ________________

Grant Date:_______________

Release Dates:        As to ________ shares: the Release Date is

_____________________.

                                  As to ________ shares: the Release Date is

_____________________.

                                  As to ________ shares: the Release Date is

_____________________.

Beneficiary:

Address of Beneficiary:

Beneficiary Tax Identification No.:

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EX-10.2

BANTA CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN "B"

Effective August 1, 2001

WORKING COPY REFLECTING 2004 AMENDMENTS

TABLE OF CONTENTS

			Page
Section 1.		Purpose:	1
Section 2.		Definitions:	1
2	.1	"Accrued Benefit"	1
2	.2	"Active Participant"	1
2	.3	"Beneficiary"	1
2	.4	"Board"	1
2	.5	"CEO"	2
2	.6	"College Education Account"	2
2	.7	"Committee"	2
2	.8	"Compensation"	2
2	.9	"Deferred Compensation Account"	2
2	.10	"Dependent Subaccount"	2
2	.11	"Employee"	3
2	.12	"Employer"	3
2	.13	"Participant"	3
2	.14	"Participating Employer"	3
2	.15	"Plan"	3
2	.16	"Plan Year"	4
2	.17	"Qualifying Distribution Event"	4
2	.18	"Salary Deferral Agreement"	4
2	.19	"Salary Deferral Credits"	4
2	.20	"Service"	4
Section 3.		Salary Deferral Credits:	4
3	.1	Election:	4
3	.2	Timing of Credit:	5
3	.3	Manner of Election:	5
3	.4	Changes in Election:	5
3	.5	Additional Rules:	6
Section 4.		Qualifying Distribution Events:	6
4	.1	Death of a Participant:	6
4	.2	Termination of Service:	6
Section 5.		In-Service Withdrawals:	6
5	.1	College Education Withdrawals:	6
5	.2	Transfers:	7
Section 6.		Qualifying Distribution Events Payment Options:	8
6	.1	Payment Options:	8
6	.2	Changes in Election:	8
Section 7.		Vesting:	9
Section 8.		Account; Deemed Investment; Adjustment of Accounts:	9
8	.1	Account:	9
8	.2	Deemed Investments:	9
8	.3	Adjustments to Deferred Compensation Accounts:	9
Section 9.		Administration by Committee:	10
9	.1	Membership of Committee:	10
9	.2	Committee officers; Subcommittee:	10
9	.3	Committee meetings:	10
9	.4	Transaction of business:	11
9	.5	Committee records:	11
9	.6	Establishment of rules:	11
9	.7	Conflicts of interest:	11
9	.8	Correction of errors:	11
9	.9	Authority to interpret Plan:	12
9	.10	Third party advisors:	12
9	.11	Compensation of members:	12
9	.12	Expense reimbursement:	12
9	.13	Indemnification:	12
Section 10.		Contractual Liability:	13
10	.1	Contractual Liability:	13
Section 11.		Allocation of Responsibilities:	13
11	.1	Board:	13
11	.2	Committee:	14
Section 12.		Benefits Not Assignable; Facility of Payments:	14
12	.1	Benefits not assignable:	14
12	.2	Payments to minors and others:	14
Section 13.		Beneficiary:	15
Section 14.		Amendment and Termination of Plan:	15
Section 15.		Communication to Participants:	16
Section 16.		Claims Procedure:	16
16	.1	Filing of a claim for benefits:	16
16	.2	Notification to claimant of decision:	16
16	.3	Procedure for review:	17
16	.4	Decision on review:	17
16	.5	Action by authorized representative of claimant:	17
Section 17.		Miscellaneous Provisions:	18
17	.1	Set off:	18
17	.2	Notices:	18
17	.3	Lost distributees:	18
17	.4	Reliance on data:	19
17	.5	Receipt and release for payments:	19
17	.6	Headings:	19
17	.7	Continuation of employment:	19
17	.8	Merger or consolidation:	19
17	.9	Construction:	20

BANTA CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN "B"

        Section 1.      Purpose:

        The Employer has adopted the Plan set forth herein to provide a means by which certain management employees may elect to defer receipt of current compensation in order to provide retirement on behalf of such employees. The Plan is not intended to be a tax-qualified retirement plan under Section 401(a) of the Internal Revenue Code. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974.

         Section 2.      Definitions:

        As used in the Plan, including this Section 2, references to one gender shall include the other and, unless otherwise indicated by the context:

        2.1      “Accrued Benefit” shall mean, with respect to each Participant, the balance credited to his Deferred Compensation Account and his College Education Account.

        2.2      “Active Participant” shall mean, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant who is in Service shall cease to be an Active Participant immediately upon a determination by the Committee that the Participant has ceased to be an Employee.

        2.3      “Beneficiary” shall mean the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.

        2.4      "Board"  shall mean the Compensation Committee of the Board of Directors of Banta Corporation.

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        2.5      "CEO"  shall mean the Chief Executive Officer of Banta Corporation.

        2.6      “College Education Account” shall mean the separate account to be kept for each Participant and to be divided into one or more Dependent Subaccounts, as described in Section 5.1.

        2.7      "Committee"  shall mean the administrative committee provided for in Section 9.

        2.8      “Compensation” shall mean all of a Participant’s compensation received as an Employee reportable in box 1, Wages, Tips and other Compensation, on Form W-2 which is derived from base salary, any short-term incentive payments under the Banta Corporation Short-Term Incentive Plan or any successor thereto, and effective for service performed after December 31, 2004, any long-term cash incentive payments under the Banta Corporation Economic Profit (EP) Long-Term Incentive Compensation Plan or any successor thereto. Notwithstanding the foregoing, Compensation shall include Salary Deferral Credits under this Plan and amounts contributed by the Participant pursuant to a Salary Deferral Agreement to another employee benefit plan of the Employer which are not includible in the gross income of the Employee under Section 125, 132(f) or 402(e)(3) of the Internal Revenue Code.

        2.9      “Deferred Compensation Account” shall mean the separate account to be kept for each Participant, as described in Sections 3 and 8 and credited with Salary Deferral Credits.

        2.10      “Dependent Subaccount” shall mean each separate subaccount, if any, to be kept for each Participant as part of his College Education Account, as described in Section 5.1 and credited with Salary Deferral Credits.

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        2.11      “Employee” shall mean an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal relationship of employer and employee and if the individual is a highly compensated or management employee of the Employer. An individual shall cease to be an Employee upon the first to occur of the following: (i) the Employee’s termination of Service; or (ii) a determination by the Committee that the Employee no longer meets the eligibility requirements for participation in the Plan.

        2.12      “Employer” shall mean Banta Corporation and any Participating Employer. All references herein to the Employer shall be applied separately to each such Employer as if the Plan were solely the Plan of that Employer.

        2.13      “Participant” shall mean with respect to any Plan Year an Employee who has been designated by the CEO as a Participant and who has entered the Plan or who has an Accrued Benefit under the Plan. An Employee designated by the CEO as a Participant who has not otherwise entered the Plan shall enter the Plan and become a Participant as of the date determined by the CEO. A Participant who separates from Service with the Employer and who later returns to Service will not be eligible to defer Compensation under the Plan except upon satisfaction of such terms and conditions as the CEO shall establish upon the Participant’s return to Service, whether or not the Participant shall have an Accrued Benefit remaining under the Plan on the date of his return to Service.

        2.14      “Participating Employer” shall mean any trade or business (whether or not incorporated) affiliated with Banta Corporation which employs a Participant as designated by the CEO.

        2.15      “Plan” shall mean the Banta Corporation Executive Deferred Compensation Plan “B”, as herein set out or as duly amended.

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        2.16      “Plan Year” shall mean the twelve-month period ending on the last day of December and each anniversary thereof.

        2.17      "Qualifying Distribution Event"  shall mean the Participant's termination of Service for any reason.

        2.18      “Salary Deferral Agreement” shall mean a written agreement entered into between a Participant and the Employer pursuant to the provisions of Section 3.

        2.19      “Salary Deferral Credits” shall mean the amounts credited to the Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section 3.

        2.20      "Service"  shall mean employment by the Employer.

         Section 3.      Salary Deferral Credits:

        3.1      Election:   Each Active Participant may elect, by entering into a Salary Deferral Agreement, to reduce his Compensation as specified in the Salary Deferral Agreement. The Active Participant may elect to defer base salary and/or annual short-term incentive bonus and/or annual long-term bonus to be earned for such year, but in no event more than an aggregate of 35% of his Compensation for such year. Notwithstanding the preceding sentence, in the event that an Active Participant receives an in-service withdrawal pursuant to Section 5, the 35% annual limitation for future years shall be increased to a maximum of 50% of his Compensation until such time as the Active Participant makes new Salary Deferral Credits in excess of 35% of his Compensation which equal the amount of his in-service distributions. In the event that the Participant is also deferring pay during the Plan Year pursuant to the Banta Corporation 1988 Deferred Compensation Plan for Key Employees, such deferrals shall reduce the applicable limit hereunder for such Plan Year. The amount of the Participant’s Salary Deferral Credit shall be credited by the Employer to the Deferred Compensation Account maintained for the Participant pursuant to Section 8.

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        3.2      Timing of Credit:  On each payroll date, the Employer shall credit to the Participant’s Deferred Compensation Account an amount equal to the total Salary Deferral Credit for such period.

        3.3      Manner of Election:   An election pursuant to Section 3.1 shall be made by the Participant by executing and delivering a Salary Deferral Agreement to the Committee. The Salary Deferral Agreement shall become effective with respect to such Participant as of the first full payroll period commencing on or immediately following the January 1 which occurs after the date such Salary Deferral Agreement is received by the Committee; provided, that a Participant who first becomes a Participant in the Plan during a Plan Year may enter into a Salary Deferral Agreement with respect to base salary to be effective as of the first payroll period next following the date he enters the Plan. A Participant’s election shall continue in effect, unless earlier modified by the Participant, until the Service of the Participant is terminated, or, if earlier, until the Participant ceases to be an Active Participant under the Plan.

        3.4      Changes in Election:   A Participant may unilaterally modify a Salary Deferral Agreement (either to increase or decrease the portion of his future Compensation which is subject to salary deferral within the percentage limits set forth in Section 3.1) by providing a written modification of the Salary Deferral Agreement to the Employer. The modification shall become effective as of the first full payroll period commencing on or immediately following the January 1 which occurs after the date such written modification is received by the Committee. The Participant may terminate the Salary Deferral Agreement with respect to base salary as of the first full payroll period after the date written notice of the termination is received by the Committee.

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        3.5      Additional Rules:  The Committee may from time to time establish policies or rules governing the manner in which Salary Deferral Credits may be made.

         Section 4.      Qualifying Distribution Events:

        4.1      Death of a Participant:   If a Participant dies while in Service, the Employer shall pay the Accrued Benefit to the Participant’s Beneficiary. Payment of such benefit shall be made by the Employer pursuant to Section 6. If a Participant dies following his termination of Service for any reason and before all payments to him under the Plan have been made, the payment of the balance of the Participant’s Accrued Benefit shall be continued in accordance with Section 6, but to the Participant’s Beneficiary rather than to the Participant.

        4.2      Termination of Service:   If the Service of a Participant with the Employer shall be terminated for any reason other than death, his Accrued Benefit shall be paid to him by the Employer as provided in Section 6.

         Section 5.      In-Service Withdrawals:

        5.1      College Education Withdrawals:   A Participant may elect in the Salary Deferral Agreement for a designated percentage or dollar amount of the Salary Deferral Credits to be credited to a College Education Account to be used to fund the college education of the Participant’s Eligible Dependent or Eligible Dependents. For purposes of this section, “Eligible Dependent” shall mean any child (including any legally adopted child) of a Participant who has not attained age 18 and whom the Participant designates as an Eligible Dependent in his Salary Deferral Agreement; provided, however, that the Committee in its discretion may approve the designation of an individual other than the child of a Participant as an Eligible Dependent. The College Education Account shall be divided into Dependent Subaccounts for each of the Participant’s Eligible Dependents, and the Participant may designate in the Salary Deferral Agreement the percentage or dollar amount of each Salary Deferral Credit to be credited to each Dependent Subaccount. In the absence of a clear designation, all credits made to the College Education Subaccount shall be equally allocated to each Dependent Subaccount. As soon as practicable after an Eligible Dependent of the Participant attains age 18, the Employer shall pay to the Participant the balance in the Dependent Subaccount with respect to such Eligible Dependent in annual installments over a period of four years. The following special provisions shall apply with respect to the Dependent Subaccounts:

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        5.1.1     The Dependent Subaccounts shall be established, adjusted for payments, credited with Salary Deferral Credits and credited or debited for deemed investment gains or losses in the same manner and at the same time as such adjustments are made to the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

        5.1.2     Notwithstanding any provision in this Section 5 to the contrary, if Participant incurs a Qualifying Distribution Event prior to the date on which the entire balance of his College Education Account has been distributed to him, then the balance in the College Education Account on the date of the Qualifying Distribution Event shall be combined with the Participant’s Deferred Compensation Account and distributed to him in the same manner and at the same time as his Deferred Compensation Account is distributed to him under Section 6 and in accordance with the rules and elections in effect under Section 6.

        5.2      Transfers:   By advance written election, part or all of the amounts in the Participant’s Deferred Compensation Account can be transferred to one or more of the Participant’s College Education Accounts, part or all of the amounts in one or more of the Participant’s College Education Accounts can be transferred to the Participant’s Deferred Compensation Account, or part or all of the amounts in one or more of the Participant’s College Education Accounts can be transferred to one or more of the Participant’s other College Education Accounts. The election shall be implemented only as of the third January 1 following the date such written election is received by the Committee.

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         Section 6.      Qualifying Distribution Events Payment Options:

        6.1      Payment Options:   Any benefit payable under the Plan may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant:

        (i)     A lump sum in cash as soon as practicable following the date Participant’s Service terminates for any reason; or

        (ii)     Approximately equal annual installments over a term certain as elected by the Participant not to exceed ten years. Payment of the benefit shall commence as of the first business day of the calendar quarter following the date Participant’s Service terminates for any reason.

The payment of each subsequent annual installment shall be made on the anniversary of the commencement date of the installment payments in this subsection (ii). The amount of the annual installment shall be determined by dividing the balance in the Deferred Compensation Account on each such date (following adjustment on such date pursuant to Section 8.3 of the Plan) by the number of annual installments remaining to be paid hereunder; provided that the last annual installment due under the Plan shall be the entire amount credited to the Participant’s account on the date of payment.

        6.2      Changes in Election:   Upon a Participant’s entry into the Plan, the Participant shall elect among the payment options the method under which his Accrued Benefit will be distributed; provided, however, that the Participant may change the method of payment by filing a written election with the Committee at least two years prior to the date the Participant’s Service terminates. Any election to change the payment method which is filed less than two years prior to the date the Participant’s Service terminates shall be invalid and the prior valid election shall apply.

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         Section 7.      Vesting:

        A Participant shall be fully vested (that is, nonforfeitable) in his Deferred Compensation Account.

         Section 8.      Account; Deemed Investment; Adjustment of Accounts:

        8.1      Account:  The Committee shall establish a book reserve account, entitled the “Deferred Compensation Account,” on behalf of each Participant. Such account shall be adjusted pursuant to the provisions of Section 8.3.

        8.2      Deemed Investments:   The Deferred Compensation Account of a Participant shall be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds in which his Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election of the Participant shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an effective election of the investment return to be credited to his account, the investment return shall be determined by the Committee.

        8.3      Adjustments to Deferred Compensation Accounts:   With respect to each Participant who has a Deferred Compensation Account under the Plan, the amount credited to such account shall be adjusted by the following debits and credits, at the times and in the order stated:

        8.3.1    The Deferred Compensation Account shall be debited each business day with the total amount of any payments made from such account to him or for his benefit and with the amounts transferred from such account to a College Education Account since the last preceding business day.

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        8.3.2    The Deferred Compensation Account shall be credited on each payroll date with any Salary Deferral Credits to such account for such date or on the transfer date with any transfers from a College Education Account to such account.

        8.3.3    The Deferred Compensation Account shall be credited or debited on each day securities are traded on a national stock exchange with the amount of deemed investment gain or loss resulting from the performance of the investment funds elected by the Participant in accordance with Section 8.2. The amount of such deemed investment gain or loss shall be determined by the Committee and such determination shall be final and conclusive upon all concerned.

         Section 9.      Administration by Committee:

        9.1      Membership of Committee:   The Committee shall consist of at least four individuals who shall be appointed by the Board to serve at the pleasure of the Board. Any member of the Committee may resign, and his successor, if any, shall be appointed by the Board. The Committee shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions, except to the extent all or any of such obligations are specifically imposed on the Board.

        9.2      Committee officers; Subcommittee:   The members of the Committee shall elect a Chairman and may elect an acting Chairman. They shall also elect a Secretary and may elect an acting Secretary, either of whom may be but need not be a member of the Committee. The Committee may appoint from its membership such subcommittees with such powers as the Committee shall determine, and may authorize one or more of its members or any agent to execute or deliver any instruments or to make any payment on behalf of the Committee.

        9.3      Committee meetings:   The Committee shall hold such meetings upon such notice, at such places and at such intervals as it may from time to time determine. Notice of meetings shall not be required if notice is waived in writing by all the members of the Committee at the time in office, or if all such members are present at the meeting.

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        9.4      Transaction of business:   A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions or other actions taken by the Committee at any meeting shall be by vote of a majority of those present at any such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent thereto signed by all of the members of the Committee.

        9.5      Committee records:   The Committee shall maintain full and complete records of its deliberations and decisions. The minutes of its proceedings shall be conclusive proof of the facts of the operation of the Plan.

        9.6      Establishment of rules:   Subject to the limitations of the Plan, the Committee may from time to time establish rules or by-laws for the administration of the Plan and the transaction of its business.

        9.7      Conflicts of interest:   No individual member of the Committee shall have any right to vote or decide upon any matter relating solely to himself or to any of his rights or benefits under the Plan (except that such member may sign unanimous written consent to resolutions adopted or other action taken without a meeting), except relating to the terms of his Salary Deferral Agreement.

        9.8      Correction of errors:   The Committee may correct errors and, so far as practicable, may adjust any benefit or credit or payment accordingly. The Committee may in its discretion waive any notice requirements in the Plan; provided, that a waiver of notice in one or more cases shall not be deemed to constitute a waiver of notice in any other case. With respect to any power or authority which the Committee has discretion to exercise under the Plan, such discretion shall be exercised in a nondiscriminatory manner.

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        9.9      Authority to interpret Plan:   Subject to the claims procedure set forth in Section 16, the Committee shall have the duty and discretionary authority to interpret and construe the provisions of the Plan and to decide any dispute which may arise regarding the rights of Participants hereunder, including the discretionary authority to construe the Plan and to make determinations as to eligibility and benefits under the Plan. Determinations by the Committee shall apply uniformly to all persons similarly situated and shall be binding and conclusive upon all interested persons.

        9.10      Third party advisors:   The Committee may engage an attorney, accountant, actuary or any other technical advisor on matters regarding the operation of the Plan and to perform such other duties as shall be required in connection therewith, and may employ such clerical and related personnel as the Committee shall deem requisite or desirable in carrying out the provisions of the Plan. The Committee shall from time to time, but no less frequently than annually, review the financial condition of the Plan and determine the financial and liquidity needs of the Plan. The Committee shall communicate such needs to the Employer so that its policies may be appropriately coordinated to meet such needs.

        9.11      Compensation of members:   No fee or compensation shall be paid to any member of the Committee for his Service as such.

        9.12      Expense reimbursement:   The Committee shall be entitled to reimbursement by the Employer for its reasonable expenses properly and actually incurred in the performance of its duties in the administration of the Plan.

        9.13      Indemnification:   No member of the Committee shall be personally liable by reason of any contract or other instrument executed by him or on his behalf as a member of the Committee nor for any mistake of judgment made in good faith, and the Employer shall indemnify and hold harmless, directly from its own assets (including the proceeds of any insurance policy the premiums for which are paid from the Employer’s own assets), each member of the Committee and each other officer, employee, or director of the Employer to whom any duty or power relating to the administration or interpretation of the Plan may be delegated or allocated, against any unreimbursed or uninsured cost or expense (including any sum paid in settlement of a claim with the prior written approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud, bad faith, willful misconduct or gross negligence.

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         Section 10.      Contractual Liability:

        10.1      Contractual Liability:   The obligation of the Employer to make payments hereunder shall constitute a contractual liability of the Employer to the Participant. Such payments shall be made from the general funds of the Employer, and the Employer shall not be required to establish or maintain any special or separate fund, or otherwise to segregate assets to assure that such payments shall be made, and the Participant shall not have any interest in any particular assets of the Employer by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment from the Employer, such right shall be no greater than the right of an unsecured creditor of the Employer.

         Section 11.      Allocation of Responsibilities:

        The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

        11.1      Board:

        (i)    To amend the Plan;

        (ii)    To appoint and remove members of the Committee; and

        (iii)    To terminate the Plan.

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        11.2      Committee:

        (i)   To designate Participants;

        (ii)   To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent otherwise provided in Section 16 relating to claims procedure;

        (iii)   To administer the Plan in accordance with its terms, except to the extent powers to administer the Plan are specifically delegated to another person or persons as provided in the Plan;

        (iv)   To account for the Accrued Benefits of Participants;

        (v)   To direct the Employer in the payment of benefits;

        (vi)   To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other government agency to which reports may be required to be submitted from time to time; and

        (vii)   To administer the claims procedure to the extent provided in Section 16.

         Section 12.      Benefits Not Assignable; Facility of Payments:

        12.1      Benefits not assignable:   No portion of any benefit credited or paid under the Plan with respect to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any portion of such benefit be in any manner payable to any assignee, receiver or any one trustee, or be liable for his debts, contracts, liabilities, engagements or torts.

        12.2      Payments to minors and others:   If any individual entitled to receive a payment under the Plan shall be physically, mentally or legally incapable of receiving or acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of his incapacity and satisfactory evidence that another person or institution is maintaining him and that no guardian or committee has been appointed for him, may cause any payment otherwise payable to him to be made to such person or institution so maintaining him. Payment to such person or institution shall be in full satisfaction of all claims by or through the Participant to the extent of the amount thereof.

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         Section 13.      Beneficiary

        The Participant’s beneficiary shall be the person or persons designated by the Participant on the beneficiary designation form provided by and filed with the Committee or its designee. If the Participant does not designate a beneficiary, the beneficiary shall be his surviving spouse. If the Participant does not designate a beneficiary and has no surviving spouse, the beneficiary shall be the Participant’s estate. The designation of a beneficiary may be changed or revoked only by filing a new beneficiary designation form with the Committee or its designee. If a beneficiary (the “primary beneficiary”) is receiving or is entitled to receive payments under the Plan and dies before receiving all of the payments due him, the balance to which he is entitled shall be paid to the contingent beneficiary, if any, named in the Participant’s current beneficiary designation form. If there is no contingent beneficiary, the balance shall be paid to the estate of the primary beneficiary. Any beneficiary may disclaim all or any part of any benefit to which such beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit is to be made. Such a disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable when filed. Any benefit disclaimed shall be payable from the Plan in the same manner as if the beneficiary who filed the disclaimer had died prior to the Participant.

         Section 14.      Amendment and Termination of Plan:

        The Board may amend any provision of the Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination reduce any Participant’s Accrued Benefit as of the date of such amendment or termination, nor shall any such amendment affect the terms of the Plan relating to the payment of such Accrued Benefit. In the event of termination of the Plan, any remaining Accrued Benefits shall be paid in a lump sum.

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         Section 15.      Communication to Participants:

        The Employer shall make a copy of the Plan available for inspection by Participants and their beneficiaries during reasonable hours at the principal office of the Employer.

         Section 16.      Claims Procedure:

        The following claims procedure shall apply with respect to the Plan:

        16.1      Filing of a claim for benefits:   If a Participant or beneficiary (the “claimant”) believes that he is entitled to benefits under the Plan which are not being paid to him or which are not being accrued for his benefit, he shall file a written claim therefor with the Committee.

        16.2      Notification to claimant of decision:   Within 90 days after receipt of a claim by the Committee (or within 180 days if special circumstances require an extension of time), the Committee shall notify the claimant of his decision with regard to the claim. In the event of such special circumstances requiring an extension of time, there shall be furnished to the claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the claimant, and shall set forth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent provisions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the procedure for review of the denial. If the Committee fails to notify the claimant of the decision in timely manner, the claim shall be deemed denied as of the close of the initial 90-day period (or the close of the extension period, if applicable).

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        16.3      Procedure for review:   Within 60 days following receipt by the claimant of notice denying his claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the claimant shall appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the claimant shall be given an opportunity to review pertinent documents and to submit issues and comments in writing.

        16.4      Decision on review:   The decision on review of a claim denied in whole or in part by the Committee shall be made in the following manner:

        16.4.1  Within 60 days following receipt by the Committee of the request for review (or within 120 days if special circumstances require an extension of time), the Committee shall notify the claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. If the decision on review is not furnished in a timely manner, the claim shall be deemed denied as of the close of the initial 60-day period (or the close of the extension period, if applicable).

        16.4.2  With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the claimant, and shall cite specific references to the pertinent Plan provisions on which the decision is based.

        16.4.3   The decision of the Committee shall be final and conclusive.

        16.5      Action by authorized representative of claimant:   All actions set forth in this Section 16 to be taken by the claimant may likewise be taken by a representative of the claimant duly authorized by him to act in his behalf on such matters. The Committee may require such evidence as either may reasonably deem necessary or advisable of the authority to act of any such representative.

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         Section 17.      Miscellaneous Provisions:

        17.1      Set off:   Notwithstanding any other provision of this Plan, the Employer may reduce the amount of any payment otherwise payable to or on behalf of a Participant hereunder by the amount of any loan, cash advance, extension of credit or other obligation of the Participant to the Employer that is then due and payable, and the Participant shall be deemed to have consented to such reduction.

        17.2      Notices:   Each Participant who is not in Service and each beneficiary shall be responsible for furnishing the Committee or its designee with his current address for the mailing of notices and benefit payments. Any notice required or permitted to be given to such Participant or beneficiary shall be deemed given if directed to such address and mailed by regular United States mail, first class, postage prepaid. If any check mailed to such address is returned as undeliverable to the addressee, mailing of checks will be suspended until the Participant or beneficiary furnishes the proper address. This provision shall not be construed as requiring the mailing of any notice or notification otherwise permitted to be given by posting or by other publication.

        17.3      Lost distributees:   A benefit shall be deemed forfeited if the Committee is unable to locate the Participant or beneficiary to whom payment is due on or before the fifth anniversary of the date payment is to be made or commence; provided, that the deemed investment rate of return pursuant to Section 8.2 shall cease to be applied to the Participant’s account following the first anniversary of such date; provided further, however, that such benefit shall be reinstated, without interim interest, if a valid claim is made by or on behalf of the Participant or beneficiary for all or part of the forfeited benefit.

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        17.4      Reliance on data:   The Employer and the Committee shall have the right to rely on any data provided by the Participant or by any beneficiary. Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Employer and the Committee shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or beneficiary.

        17.5      Receipt and release for payments:   Subject to the provisions of Section 17.1, any payment made from the Plan to or with respect to any Participant or beneficiary, or pursuant to a disclaimer by a beneficiary, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Plan and the Employer with respect to the Plan. The recipient of any payment from the Plan may be required by the Committee, as a condition precedent to such payment, to execute a receipt and release with respect thereto in such form as shall be acceptable to the Committee.

        17.6      Headings:   The headings and subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.

        17.7      Continuation of employment:   The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Employee or any persons for continuation of employment, nor shall it interfere with the right of the Employer to discharge any Employee or to deal with him without regard to the effect thereof under the Plan.

        17.8      Merger or consolidation:   No employer-party to the Plan shall consolidate or merge into or with another corporation or entity, or transfer all or substantially all of its assets to another corporation, partnership, trust or other entity (a “Successor Entity”) unless such Successor Entity shall assume the rights, obligations and liabilities of the employer-party under the Plan and upon such assumption, the Successor Entity shall become obligated to perform the terms and conditions of the Plan.

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        17.9      Construction:   The provisions of the Plan shall be construed and enforced according to the laws of the State of Wisconsin, except to the extent that such laws are superseded by the Employee Retirement Income Security Act of 1974.

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EX-31.1

Certification

Exhibit 31.1

I, Stephanie A. Streeter, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Banta Corporation;

2) Based on my knowledge, this 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 report;

3) Based on my knowledge, the financial statements, and other financial information included in this 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 report;

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

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2004

/s/ Stephanie A. Streeter
Stephanie A. Streeter
Chairman of the Board, President and
    Chief Executive Officer

EX-31.2

Certification

Exhibit 31.2

I, Geoffrey J. Hibner, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Banta Corporation;

2) Based on my knowledge, this 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 report;

3) Based on my knowledge, the financial statements, and other financial information included in this 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 report;

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

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; 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 over financial reporting.

Date: August 6, 2004

/s/ Geoffrey J. Hibner
Geoffrey J. Hibner
Chief Financial Officer

EX-32

Exhibit 32

Written Statement of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. s.1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solely for the purposes of complying with 18 U.S.C. s.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chairman of the Board, President and Chief Executive Officer and the Chief Financial Officer of Banta Corporation (the “Corporation”), each hereby certify, based on his or her knowledge, that the Quarterly Report on Form 10-Q of the Corporation for the quarter ended July 3, 2004 (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 Corporation.

/s/ Stephanie A. Streeter

Stephanie A. Streeter

Chairman of the Board, President and

    Chief Executive Officer

/s/ Geoffrey J. Hibner

Geoffrey J. Hibner

Chief Financial Officer

Date: August 6, 2004