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

                                  SCHEDULE 13D
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. ____)*


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

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

                                   479254 10 4
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                                 (CUSIP Number)

                     Brian Lucareli , Senior Vice President
                                c/o Johnson Bank
                                 555 Main Street
                                    Suite 260
                             Racine, Wisconsin 53403
                                 (262) 619-2912


--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 April 20, 2004
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


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

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

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

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



                                  SCHEDULE 13D

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CUSIP NO. 479254 10 4                                  PAGE 2 OF 6 PAGES
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---------- ---------------------------------------------------------------------
           NAME OF REPORTING PERSON
    1      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

           Johnson Bank
           39-1141446

---------- ---------------------------------------------------------------------
           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (A)  [  ]
    2      (See Instructions)                                          (B)  [  ]

---------- ---------------------------------------------------------------------
    3      SEC USE ONLY


---------- ---------------------------------------------------------------------
    4      SOURCE OF FUNDS (See Instructions)
           Not applicable
---------- ---------------------------------------------------------------------
    5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                  [  ]
           REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

---------- ---------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION
           Wisconsin
---------------------------- -------- ------------------------------------------
NUMBER OF SHARES             7        SOLE VOTING POWER        119,504 shares(1)
BENEFICIALLY OWNED BY EACH   -------- ------------------------------------------
REPORTING PERSON WITH        8        SHARED VOTING POWER      502,929 shares(2)
                             -------- ------------------------------------------
                             9        SOLE DISPOSITIVE POWER   119,504 shares(1)
                             -------- ------------------------------------------
                             10       SHARED DISPOSITIVE POWER 502,929 shares(2)
---------------------------- -------- ------------------------------------------
   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           622,433 shares (1)(2)
---------- ---------------------------------------------------------------------
   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                    [  ]
           EXCLUDES CERTAIN SHARES (See Instructions)

---------- ---------------------------------------------------------------------
   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

           7.18% of the Class A Common Stock (1)(2)(3)
---------- ---------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON (See Instructions)

           BK
---------- ---------------------------------------------------------------------

     (1) Includes 47,780 shares of Class B Common Stock beneficially owned by
         the Reporting Person which are convertible at any time into Class A
         Common Stock on a one share-for-one share basis.
     (2) Includes 84,836 shares of Class B Common Stock beneficially owned by
         the Reporting Person which are convertible at any time into Class A
         Common Stock on a one share-for-one share basis.
     (3) Based on 7,446,528 shares of Class A Common Stock and 1,222,297 shares
         of Class B Common Stock (convertible into shares of Class A Common
         Stock on a one share-for-one share basis) of Johnson Outdoors Inc.
         outstanding as of January 31, 2004, as reported on the Johnson Outdoors
         Inc. Form 10-Q for the fiscal quarter ended January 2, 2004 filed with
         the Securities and Exchange Commission on February 17, 2004.



                                  SCHEDULE 13D

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CUSIP NO. 479254 10 4                                  PAGE 3 OF 6 PAGES
------------------------------------            --------------------------------

         THIS SCHEDULE 13D is filed by the Johnson Bank (as successor by merger
to the Johnson Trust Company effective as of July 1, 2003) (the "Reporting
Person"). This Schedule 13D replaces and amends Amendment No. 9 to Schedule 13G
filed by the Reporting Person on February 14, 2003.

ITEM 1.           SECURITY AND ISSUER.

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

ITEM 2.           IDENTITY AND BACKGROUND.

         (a) - (b)         Johnson Bank
                           555 Main Street
                           Racine, Wisconsin  53403

         (c)      Not applicable.

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

         (f) State of Organization: Delaware.

ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Not applicable.

ITEM 4.           PURPOSE OF TRANSACTION.

         The Reporting Person initially acquired its shares of the Class A
Common Stock and Class B Common Stock for investment purposes. The Reporting
Person serves as trustee for various trusts (including certain trusts
established by members of the Johnson family) (each individually a "Trust" and
collectively, the "Trusts"), which Trusts beneficially own either Class A Common
Stock, Class B Common Stock, or both.

         On February 20, 2004, the Company issued a press release to announce
that Samuel C. Johnson and Helen P. Johnson-Leipold had submitted a non-binding
proposal to acquire the outstanding shares of the Company not already owned by
them or any member of their family or entities controlled by them. On March 19,
2004, the Company issued a press release to announce that Samuel C. Johnson and
Helen P. Johnson-Leipold extended their non-binding proposal for an additional
sixty days. The Reporting Person is a company affiliated with members of Mr.
Johnson's and Ms. Johnson-Leipold's extended family. At this time, the Reporting
Person is considering its alternatives with respect to the non-binding proposal
and how such alternatives may affect its stockholdings in the Company. These
alternatives may include one or more of the actions enumerated in paragraphs (a)
through (j) of Item 4 of Schedule 13D.



                                  SCHEDULE 13D

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CUSIP NO. 479254 10 4                                  PAGE 4 OF 6 PAGES
------------------------------------            --------------------------------

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER.

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



---------------------------- --------------------- ---------------------- ------------------------- -----------------------
     Reporting Person          Sole Voting and       Shared Voting and      Aggregate Beneficial        Percentage of
                              Dispositive Power      Dispositive Power           Ownership            Outstanding Shares
---------------------------- --------------------- ---------------------- ------------------------- -----------------------
                                                                                        
Johnson Bank                 119,504 (1)           502,929 (2)            622,433 (1)               7.18% (1)(2)(3)
---------------------------- --------------------- ---------------------- ------------------------- -----------------------

     (1) Includes 47,780 shares of Class B Common Stock beneficially owned by the Reporting Person which are convertible
         at any time into Class A Common Stock on a one share-for-one share basis.
     (2) Includes 84,836 shares of Class B Common Stock beneficially owned by the Reporting Person which are convertible
         at any time into Class A Common Stock on a one share-for-one share basis.
     (3) Based on 7,446,528 shares of Class A Common Stock and 1,222,297 shares of Class B Common Stock (convertible
         into shares of Class A Common Stock on a one share-for-one share basis) of the Company outstanding as of
         January 31, 2004, as reported on the Company's Form 10-Q for the fiscal quarter ended January 2, 2004 filed
         with the Securities and Exchange Commission on February 17, 2004.



         The Reporting Person shares voting and dispositive power with respect
to certain shares with H. Fisk Johnson and Helen P. Johnson-Leipold. Certain
information with respect to such persons is set forth below:



------------------------------------------ ------------------------------------ --------------------------------------
Name and Business Address                  Principal Occupation and Employment  Name, Address and Principal Business
------------------------------------------ ------------------------------------ --------------------------------------
                                                                                   
H. Fisk Johnson                                         Chairman                         S.C. Johnson & Son
555 Main Street                                   Chairman of the Board                   1525 Howe Street
Racine, WI  53403                                                                       Racine, WI 53403-2236

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

Citizenship:  United States
------------------------------------------ ------------------------------------ --------------------------------------



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

         (c)-(e).  Not Applicable.



                                  SCHEDULE 13D

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CUSIP NO. 479254 10 4                                  PAGE 5 OF 6 PAGES
------------------------------------            --------------------------------

ITEM 6.           CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
                  RESPECT TO SECURITIES OF THE ISSUER.

         The Reporting Person is a party to the Johnson Outdoors Inc. Class B
Common Stock Voting Trust Agreement (the "Voting Trust Agreement") and serves as
"Depository" under the Voting Trust Agreement. Imogene P. Johnson serves as
Voting Trustee under the Voting Trust Agreement. The Voting Trust Agreement
provides for the creation of a Class B Common Stock Voting Trust (the "Voting
Trust"), whereby certain members of the Johnson Family (as defined in the Voting
Trust Agreement) and certain trusts of the Johnson Family deposited shares of
the Company's Class B Common Stock into the Voting Trust in exchange for an
equal number of Voting Trust units. The Voting Trust holds a total of 1,037,330
shares of Class B Common Stock for the benefit of certain members of the Johnson
Family and is intended to further protect and promote the mutual interests of
the Johnson Family and to provide the framework for continuity of management of
the Company. The Voting Trust Agreement does not confer upon the Reporting
Person, in its capacity as Depository thereunder, sole or shared voting or
dispositive power with respect to the shares deposited in the Voting Trust. None
of the 132,616 shares of Class B Common Stock shown as beneficially owned by the
Reporting Person in Item 5 have been deposited in the Voting Trust.

ITEM 7.         MATERIALS TO BE FILED AS EXHIBITS.

         Exhibit 99.1   The Johnson Outdoors Inc. Class B Common Stock Voting
                        Trust Agreement.

         Exhibit 99.2   Letter to the Board of Directors of the Company, dated
                        as of February 20, 2004, delivered by Samuel C. Johnson
                        and Helen P. Johnson-Leipold (incorporated by reference
                        to Exhibit 99.2 of the Company's Form 8-K filed with the
                        Securities and Exchange Commission on February 20,
                        2004).

         Exhibit 99.3   Extension Letter to the Board of Directors of the
                        Company, dated as of March 19, 2004, delivered by Samuel
                        C. Johnson and Helen Johnson-Leipold (incorporated by
                        reference to Exhibit 99.4 of Amendment No. 1 to the
                        Schedule 13D filed by Samuel C. Johnson and Helen
                        Johnson-Leipold on March 19, 2004).



                                  SCHEDULE 13D

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CUSIP NO. 479254 10 4                                  PAGE 6 OF 6 PAGES
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                                    SIGNATURE

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


                                              Johnson Bank


Dated:        April 20, 2004                  /s/ Brian Lucareli
        ----------------------------          ----------------------------------
                                              By: Brian Lucareli
                                              Title: Senior Vice President



                                                                    EXHIBIT 99.1

                       JOHNSON WORLDWIDE ASSOCIATES, INC.

                              CLASS B COMMON STOCK

                             VOTING TRUST AGREEMENT



                                      INDEX

                                                                         Page
  1.   PURPOSE AND TRANSFER OF SHARES BY SHAREHOLDERS  . . . . . . . . .    1
  2.   VOTING TRUST CERTIFICATES OF BENEFICIAL INTEREST  . . . . . . . .    2
  3.   AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
  4.   DEFINITIONS, TRANSFERS AND RECORD OWNERSHIP . . . . . . . . . . .    3
  5.   TERMINATION PROCEDURE . . . . . . . . . . . . . . . . . . . . . .   13
  6.   DIVIDENDS ON SHARES . . . . . . . . . . . . . . . . . . . . . . .   13
  7.   SUBSCRIPTIONS TO NEW SHARES OR SECURITIES . . . . . . . . . . . .   14
  8.   REDEMPTION OR PURCHASE OF ITS OWN SHARES BY CORPORATION;
       DISSOLUTION OF CORPORATION  . . . . . . . . . . . . . . . . . . .   15
  9.   REORGANIZATION OF CORPORATION . . . . . . . . . . . . . . . . . .   17
  10.  RIGHTS AND POWERS OF VOTING TRUSTEE . . . . . . . . . . . . . . .   17
  11.  VOTING TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . .   19
  12.  TERM  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23
  13.  SUCCESSOR DEPOSITORY  . . . . . . . . . . . . . . . . . . . . . .   23
  14.  MEETINGS OF CERTIFICATE HOLDERS . . . . . . . . . . . . . . . . .   24
  15.  VOTING TRUSTEE AS SHAREHOLDER . . . . . . . . . . . . . . . . . .   24
  16.  FUNCTION AND LIABILITY OF DEPOSITORY  . . . . . . . . . . . . . .   25
  17.  NOTICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
  18.  AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
  19.  BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
  20.  GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . .   26
  21.  EXECUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27



                             VOTING TRUST AGREEMENT

            VOTING TRUST AGREEMENT ("Agreement") made at Racine, Wisconsin on
   ______________________ by and among Imogene P. Johnson, as Voting Trustee,
   Johnson Worldwide Associates, Inc., a Wisconsin Corporation (the
   "Corporation"), the undersigned Shareholders of the Corporation
   ("Shareholders") and Johnson Heritage Trust Company, a Wisconsin
   Corporation, as depository ("Depository").

            WHEREAS, the Corporation is a corporation organized and existing
   under the laws of the State of Wisconsin authorized to issue shares of
   Class B common stock consisting of 3,000,000 shares of Class B Common
   stock, $.05 par value.

            WHEREAS, the Shareholders deem it to be in their mutual interests
   and in those of the Corporation to form this Voting Trust and to lodge
   certain voting authority with the Voting Trustee in order to protect and
   promote those interests in the Corporation; to obtain competent,
   professional, effective management of the Corporation in that individual
   or in those individuals having managerial and business experience,
   knowledge of the Corporation and its constituent businesses, and
   leadership and executive ability; and to give such individual or
   individuals assurance of the unified support of the parties hereto, and

            WHEREAS, the Voting Trustee has consented to act under this
   agreement for the purposes herein provided.

            NOW, THEREFORE, in consideration of the premises it is agreed as
   follows:

       1.   PURPOSE AND TRANSFER OF SHARES BY SHAREHOLDERS

            A.   This Voting Trust is created by the Shareholders to further
   protect and promote their mutual interests and those of the Corporation,
   given diverse holdings of voting shares and certain voting rights given to
   holders of Class A common shares.  To aid in achieving these ends, and to
   provide the framework for continuity of management, the Shareholders are
   joining together to create this Voting Trust and are granting to the
   Voting Trustee certain powers and prerogatives regarding certain aspects
   of the voting of their shares.  It is the intention of the Shareholders,
   and this Agreement is and shall be at all times subject to the continuing
   acceptance by the Voting Trustee and his or her successors of this
   principle, that the Voting Trustee and his or her successors will at all
   times, in the reasonable exercise of the powers and authority derived
   herefrom, act in the best interests of the Corporation and of the parties
   hereto and their respective successors in interest and transferees, with a
   view toward preserving the relationship, both as to their traditional
   ownership and their ongoing economic interest between such parties and the
   business or businesses now being conducted by or through the Corporation,
   or which shall be conducted in the future by the Corporation, or by its
   affiliates or successors in interest.

            B.   Any holder of voting shares of the Corporation described in
   subparagraph 4(A)(1) or a Permitted Transferee of such holder described in
   subparagraph 4(A)(4), may become a party to this Agreement by:  (1)
   transferring to the Voting Trustee voting shares of the Corporation held
   by such shareholder and delivering to the Depository as agent of the
   Voting Trustee the Certificates for such shares, duly endorsed in blank or
   accompanied by proper instruments of assignment and transfer thereof in
   blank duly executed and in every case properly stamped for transfer, if so
   required by the Voting Trustee, and their accepting in respect thereof a
   certificate or certificates issued under this Agreement representing Units
   of beneficial interest in this Voting Trust ("Units") equal to the number
   of such shares deposited by the shareholder; and (2) executing a
   counterpart of this Agreement.  All such shares of the corporation so
   transferred to the Voting Trustee shall be from time to time registered in
   the name of such Voting Trustee or Voting Trustees.   Any shareholder
   described in subparagraph 4(A)(1), or a Permitted Transferee of such
   holder described in subparagraph 4(A)(4), may at any time deposit
   additional certificates representing shares of voting stock of the



   Corporation with the Voting Trustee, but no shareholder shall be required
   to deposit certificates for any or all of his or her stock unless
   otherwise herein provided.

       2.   VOTING TRUST CERTIFICATES OF BENEFICIAL INTEREST

            The Voting Trustee agrees with the Shareholders and with each and
   every holder of Certificates representing Units issued hereunder as
   hereinafter provided that from time to time upon request he will cause to
   be issued to the Shareholders or upon their order and in respect of all
   shares so transferred to the Voting Trustee Certificates in substantially
   the form set forth in Exhibit A hereto, hereinafter called the "Voting
   Trust Certificates."

       3.   AGREEMENT

            Copies of this Agreement, including the names and addresses of
   all owners of Units hereunder and the number and class of shares
   transferred by each to the Voting Trust, and of every agreement
   supplemental hereto or amendatory hereof, shall be filed in the principal
   office of the Corporation in Racine, Wisconsin, and with the office of
   record of the Depository in Racine, Wisconsin, and shall be open to the
   inspection of any Shareholder of the Corporation daily during business
   hours to the extent and in the same manner the shareholder list of the
   corporation is open to inspection.  All Voting Trust Certificates shall be
   issued, received and held subject to all the terms of this Agreement.
   Every person, trust, firm or corporation entitled to receive Voting Trust
   Certificates representing Units, and their transferees and assignees, upon
   executing a counterpart of this Agreement and accepting the Voting Trust
   Certificates issued hereunder, shall be bound by the provisions of this
   Agreement.

       4.   DEFINITIONS, TRANSFERS AND RECORD OWNERSHIP

            A.   The terms used in this Agreement shall have the following
   meaning, unless the context in which they are used clearly indicates
   otherwise:

            (1)  "Johnson Family" means (a) Samuel C. Johnson and his
       lawful lineal descendants; (b) any trust created for the primary
       benefit of Samuel C. Johnson or any one or more of such
       descendants or for a spouse of Samuel C. Johnson or of such a
       descendant where such spouse has only a lifetime interest and no
       power to dispose of the remainder of the trust other than to or
       for one or more lawful lineal descendants of Samuel C. Johnson; or
       (c) any corporation or partnership, at least a majority of the
       voting power and a majority of the value of the equity ownership
       of which is held by or for the benefit of Samuel C. Johnson or one
       or more of his lawful lineal descendants.

            (2)  "Voting Trust Unit Holder" means any initial party to
       this Agreement, or any party who subsequently becomes a party to
       this Agreement including a Permitted Transferee, defined below, by
       depositing shares of voting stock of the Corporation with the
       Depository; executing a counterpart of this Agreement; and
       receiving Voting Trust Units in exchange for such voting stock.

            (3)  "Bona Fide Offer to Purchase" means a written offer
       received by a Voting Trust Unit Holder to purchase at an arm's
       length price one or more Units owned by or registered in the name
       of the Voting Trust Unit Holder.

            (4)  "Permitted Transferee" shall mean the following,
       provided in each instance that such transferee, other than the
       Corporation or its wholly owned subsidiary agrees to become a
       Voting Trust Unit Holder bound by the provisions of this Agreement
       by executing a counterpart of it or, if already a Voting Trust
       Unit Holder, agrees in writing that the Units to be transferred
       shall continue to be subject to all of the provisions of this
       Agreement:



                 (a)  In the case of a Voting Trust Unit Holder who is a
            natural person holding record and beneficial ownership of the
            Voting Trust Units in question, "Permitted Transferee" means
            (A) the spouse of such Voting Trust Unit Holder, (B) a lineal
            descendant of a grand parent of such Voting Trust Unit
            Holder, (C) the trustee of a trust (including a voting trust)
            for the benefit of one or more of such Voting Trust Unit
            Holders, other lineal descendants of a grandparent of such
            Voting Trust Unit Holder, the spouse of such Voting Trust
            Unit Holder, and an organization, contributions to which are
            deductible for federal income, estate or gift tax purposes
            (hereinafter called a "Charitable Organization"), and for the
            benefit of no other person, provided that such trust may
            grant a general or special power of appointment to such
            spouse and may permit trust assets to be used to pay taxes,
            legacies and other obligations of the trust or the estate of
            such Voting Trust Unit Holder payable by reason of the death
            of such Voting Trust Unit Holder and provided that such trust
            must prohibit transfer of Voting Trust Units to persons other
            than Permitted Transferees as defined in subparagraph (g)
            below, (D) a Charitable Organization established by such
            Voting Trust Unit Holder, such Voting Trust Unit Holder's
            spouse or a lineal descendant of a grandparent of such Voting
            Trust Unit Holder, (E) a corporation if a majority of the
            shares of such corporation entitled to elect a majority of
            the directors of the corporation is owned by, or a
            partnership if a majority of the capital ownership of such
            partnership entitled to participate in the management of the
            partnership's affairs, is owned by one or more of such Voting
            Trust Unit Holder, other lineal descendants of a grandparent
            of such Voting Trust Unit Holder, the spouse of such Voting
            Trust Unit Holder, or by the trustee of one or more trusts of
            which any one or more of the foregoing are creators or
            beneficiaries, (F) the guardian of a disabled or adjudicated
            incompetent Voting Trust Unit Holder, or the Executor or
            Administrator of the estate of a deceased Voting Trust Unit
            Holder, and (G) any other Voting Trust Unit Holder, whether a
            natural person or otherwise.

                 (b)  In the case of a Voting Trust Unit Holder holding
            Voting Trust Units in question as trustee pursuant to a trust
            other than a trust described in subparagraph (c) below, "Per-
            mitted Transferee" means (A) any person transferring Voting
            Trust Units to such trust, (B) a Permitted Transferee of such
            person determined pursuant to subparagraph (a) above, and
            (C) any Successor Trustee or Trustees of such trust.

                 (c)  In the case of a Voting Trust Unit Holder holding
            Voting Trust Units in question as trustee pursuant to a trust
            which was irrevocable on November 17, 1986 (the "Effective
            Date"), "Permitted Transferee" means (A) any person to whom
            or for whose benefit income, accumulated income, or principal
            may be distributed either during or at the end of the term of
            such trust whether by power of appointment or otherwise,
            (B) any Permitted Transferee of any such person determined
            pursuant to subparagraphs (a), (b), (d), (e), (f) or (g), as
            the case may be, (C) any successor trustee or trustees, or
            (D) the trustee or trustees of any trust which becomes
            irrevocable on or after the Effective Date and was created
            for the benefit of a lineal descendant of a grandparent of a
            Voting Trust Unit Holder, (E) the trustee or trustees of any
            trust which was irrevocable on the Effective Date and was
            created for the benefit of any one or more members of the
            class of permissible beneficiaries of the transferor trust,
            and (F) any other Voting Trust Unit Holder, whether a natural
            person or otherwise.

                 (d)  In the case of a Voting Trust Unit Holder holding
            record (but not beneficial) ownership of the Voting Trust
            Units in question as nominee for the person who was the
            beneficial owner thereof on the Effective Date, "Permitted
            Transferee" means such beneficial owner and a Permitted



            Transferee of such beneficial owner determined pursuant to
            subparagraphs (a), (b), (c), (e), (f) or (g) hereof, as the
            case may be.

                 (e)  In the case of a Voting Trust Unit Holder which is
            a partnership holding record and beneficial ownership of the
            Voting Trust Units in question, "Permitted Transferee" means
            (A) any general or limited partner of such partnership,
            (B) the Permitted Transferee of such Partner, as otherwise
            determined pursuant to subparagraphs (a), (b), (c), (d), (f)
            or (g) hereof, or (C) any other Voting Trust Unit Holder.

                 (f)  In the case of a Voting Trust Unit Holder which is
            a corporation (other than a Charitable Organization described
            in subclause (D) of subparagraph (a) above) holding record
            and beneficial ownership of the Voting Trust Units in
            question, "Permitted Transferee" means (A) any shareholder of
            such corporation receiving Voting Trust Units through a
            dividend, sale, or through a distribution made upon
            liquidation of such corporation, and the survivor of a merger
            or consolidation of such corporation, (B) any Permitted
            Transferee of such shareholder, as otherwise defined in
            subparagraphs (a), (b), (c), (d), (e) or (g) hereof, or
            (C) any other Voting Trust Unit Holder.

                 (g)  In the case of a Voting Trust Unit Holder which is
            the estate of a deceased, or guardian of a disabled or
            adjudicated incompetent Voting Trust Unit Holder, or which is
            the estate of a bankrupt or insolvent Voting Trust Unit
            Holder, and provided such deceased, disabled or adjudicated
            incompetent, bankrupt or insolvent Voting Trust Unit Holder,
            as the case may be, held record and beneficial ownership of
            the Voting Trust Units in question, "Permitted Transferee"
            means a Permitted Transferee of such deceased, disabled or
            adjudicated incompetent, bankrupt or insolvent Voting Trust
            Unit Holder as determined pursuant to subparagraphs (a), (b),
            (c), (d), (e) or (f) above, as the case may be.

            (5)  "Book Value" shall mean the book value of the Corpo-
       ration calculated by the firm of accountants regularly employed to
       audit the books of the Corporation in accordance with generally
       accepted accounting principles applied on a consistent basis as of
       the end of the most recent calendar quarter preceding the
       occurrence of an event requiring a calculation of book value.

            (6)  "Transfer" shall mean, as to any Voting Trust Unit
       Holder any disposition of Units including, but not limited to any
       voluntary sale, exchange, gift, bequest, assignment, pledge,
       composition with creditors, filing of a  voluntary petition in
       bankruptcy, or an assignment for the benefit of creditors.
       Transfer shall also include any involuntary transfer by reason of
       operation of law, application of marital or community property
       principles, judicial decree or order, execution upon a judgment,
       lien or security interest, attachment, or the filing of an
       involuntary petition in bankruptcy.  The foregoing not-
       withstanding, the acquisition of an interest in Units by a spouse
       by virtue of the application of marital or community property
       principles shall not be deemed a transfer for purposes of this
       Agreement, but only so long as both (i) all such Units continue to
       be registered in the name of the Voting Trust Unit Holder and (ii)
       the Voting Trust Unit Holder maintains full management and control
       over all of such Units.

            B.   The Voting Trust Unit Holders and their Permitted
   Transferees grant to Voting Trust Unit Holders who are members of the
   Johnson Family, and who are also described as Permitted Transferees under
   the Articles of Incorporation of the Corporation as from time to time in
   effect, an option to purchase Units at the time or times, in the manner
   and at the price hereinafter provided.  No Voting Trust Unit Holder shall
   transfer any Units unless such Voting Trust Unit Holder or his or her
   legal representative shall give written notice at the time or times and in
   the manner hereafter provided, and the other Voting Trust Unit Holders who



   are members of the Johnson Family who are also described as Permitted
   Transferees under the Articles of Incorporation of the Corporation have
   had the opportunity, other than in the case of a transfer to a Permitted
   Transferee, to exercise the options to purchase granted above, or have
   waived such options in writing.  Subject to the specific provisions of
   paragraphs (C), (D) and (E), below, which set forth the circumstances
   under which these options arise and the manner in which they are to be
   exercised, the following expresses the general intention of the parties as
   to the overall purpose and operation of the option provisions.  When an
   option to purchase does arise under this Agreement, it is the intention of
   the parties that each Voting Trust Unit Holder who is a member of the
   Johnson Family shall first have the opportunity to acquire, as a minimum,
   Units proposed to be transferred in proportion to such Voting Trust Unit
   Holder's Unit ownership within the group of Voting Trust Unit Holders of
   the Johnson Family wishing to acquire Units.  If all of the Units proposed
   to be transferred are not acquired by the Johnson Family, then members of
   the Johnson Family shall have the opportunity to acquire the remaining
   Units proposed to be transferred in proportion to each Voting Trust Unit
   Holder's Unit ownership within the group of Voting Trust Unit Holders of
   the Johnson Family wishing to acquire Units.  The options granted herein
   shall apply to Units now owned by or subsequently issued to Voting Trust
   Unit Holders, or acquired by them in any manner.

            C.   In the event a Voting Trust Unit Holder proposes to make a
   transfer to a Permitted Transferee, notice of such a proposed transfer
   shall be given by the Voting Trust Unit Holder proposing to make a
   transfer to the other Voting Trust Unit Holders who are members of the
   Johnson Family, and to the Voting Trustee at least thirty (30) days prior
   to the date upon which the proposed transfer is to be made.  Such notice
   shall include the name and address of the proposed transferee, the number
   of Units to be transferred, the consideration  and terms involved, if any,
   and the exemption claimed under subparagraph 4(A)(4), above.

            (1)  The Voting Trustee shall determine whether or not a
       proposed transfer is to a Permitted Transferee and may obtain such
       executed counterparts of this Agreement or such relevant documents
       or written undertakings as may be pertinent to such determination.
       In making such determination the Voting Trustee may rely upon such
       authority, precedent, opinion and advice as he or she deems
       necessary and appropriate under the circumstances.  In addition,
       upon his or her reasonable request, the Voting Trustee shall be
       given access to such documents or other information he or she
       deems necessary and pertinent to his or her making a
       determination.  The Voting Trustee shall give notice of his or her
       written determination to the Voting Trust Unit Holder proposing to
       make a transfer to a Permitted Transferee within the thirty (30)
       day period referred to above in this paragraph (C), or, if no
       notice of such written determination is given within such thirty
       (30) day period the Voting Trustee shall be deemed to have deter-
       mined that the proposed transfer is to a Permitted Transferee.
       The determination of the Voting Trustee shall be conclusive upon
       all parties hereto.

            (2)  If the proposed transfer is determined not to be to a
       Permitted Transferee, the transferor may, within five (5) days
       from the date of notice of such determination, withdraw the
       proposed transfer.  If the proposed transfer is not withdrawn
       within such five (5) day period, the Voting Trustee shall give
       notice containing the information set forth in paragraph D below
       to the members of the Johnson Family, which shall commence the
       initial thirty (30) day period in which to exercise options to
       purchase in the manner and sequence provided in paragraph (D)
       below.

            (3)  All extraordinary expense incurred by the Voting Trustee
       under this paragraph shall be the responsibility of the Voting
       Trust Unit Holder proposing to make a transfer.

            (4)  The parties agree to indemnify the Voting Trustee and
       hold him or her harmless of and from any liability for actions
       taken and determinations made under this Agreement in good faith.



            D.   Upon any other proposed transfer of Units, including a
   proposed transfer pursuant to a bona fide offer  to purchase, a Voting
   Trust Unit Holder shall give written notice to the other Voting Trust Unit
   Holders who are members of the Johnson Family, and to the Voting Trustee.
   Such notice shall include the name and address of the proposed transferee,
   if any, otherwise the reason for proposing to dispose of the Units, the
   number of Units to be transferred, and the consideration and terms
   requested, if any.

            (1)  Voting Trust Unit Holders who are members of the same
       Johnson Family as the Voting Trust Unit Holder proposing to make a
       transfer shall have thirty (30) days from the giving of such
       notice to indicate in writing delivered to the Voting Trustee the
       number of Units proposed to be transferred which each such Voting
       Trust Unit Holder intends to purchase, if any.  If Voting Trust
       Unit Holders indicate an intention to purchase, in the aggregate,
       more Units than the number of Units proposed to be transferred,
       then the Voting Trustee, prior to the expiration of such thirty
       (30) day period, shall allot to each Voting Trust Unit Holder who
       has indicated an intention to purchase more Units than his or her
       proportionate share (computed by applying to the number of Units
       proposed to be transferred a fraction, the numerator of which is
       the total number of Units then held by such Voting Trust Unit
       Holder and the denominator of which is the total number of Units
       held by all members of the Johnson Family who (i) are Voting Trust
       Unit Holders and (ii) have delivered to the Voting Trustee the
       written intention to purchase referred to above) a portion of the
       remaining Units proposed to be transferred (those Units remaining
       after subtracting the Units represented in intentions to purchase
       of Voting Trust Unit Holders intending to acquire all or less than
       all of their proportionate number of Units) calculated by applying
       to such remaining number of Units a fraction, the numerator of
       which is the total number of Units then held by an acquiring
       Voting Trust Unit Holder who has indicated an intention to
       purchase more than his or her proportionate share as computed
       above, and the denominator of which is the total number of Units
       held by all members of the Johnson Family who (i) are Voting Trust
       Unit Holders; (ii) have delivered to the Voting Trustee the
       written intention to purchase referred to above, and (iii) have
       indicated in such written intention a desire to purchase more than
       his or her proportionate share as computed above.  Fractions shall
       be rounded upward or downward in the discretion of the Voting
       Trustee.  The purchase price shall be the fair market value of the
       Units, determined as set forth in paragraph F, below.

            (2)  Any Units not purchased pursuant to the provisions of
       subparagraph D(1) above may be transferred pursuant to the terms
       set forth in the written notice, referred to above, or, upon the
       written request of the Voting Trust Unit Holder proposing to make
       a transfer, be exchanged for Class B common shares of the
       Corporation, which Class B common shares may be withdrawn from
       this Voting Trust and the provisions of this Agreement, free of
       the options granted above, and may be sold or transferred in the
       same manner and upon the same terms and conditions contained in
       the notice given under this paragraph; subject, however, to the
       restrictions pertaining to the transfer of Class B common shares
       in the Corporation's Articles of Incorporation.

            E.(1)     Upon any purported involuntary transfer by a Voting
       Trust Unit Holder of the Units, notice shall be given as provided
       in paragraph (D) and options to purchase shall arise in the manner
       and sequence set forth therein.  Should the initial notice to the
       family of the transferring Voting Trust Unit Holder for any reason
       not be given by the transferring Voting Trust Unit Holder, the
       Voting Trustee, upon receipt of Units held by a Voting Trust Unit
       Holder for transfer, shall give notice to the Voting Trust Unit
       Holders as provided in paragraph (D) above and options to purchase
       shall arise pursuant to the procedure set forth in paragraph (D)
       above, with notice in each instance given by the Voting Trustee
       rather than the transferring Voting Trust Unit Holder.  For
       purposes of implementing this paragraph E, each Voting Trust Unit



       Holder designates the Voting Trustee its agent and authorizes the
       Voting Trustee to give such notices, effect such transfers and
       remit such proceeds as may be necessary to effect the provisions
       of this paragraph.

            (2)  If, under any bankruptcy, debtor relief or similar law,
       any option to purchase Units afforded a member of the Johnson
       Family under this agreement is voided or declared unenforceable by
       any court of competent jurisdiction, options to purchase shall
       arise pursuant to the procedure set forth in paragraph D, above,
       upon any purported or proposed transfer of Units issued hereunder
       by any trustee, receiver, conservator, liquidator, guardian or
       other transferee of the Voting Trust Unit Holder.  Units shall be
       purchased in the exercise of such options at the same price and
       upon such terms as the Units proposed to be sold by such trustee,
       receiver, conservator, liquidator, guardian or other transferee.

            F.   For purposes of this Agreement, fair market value shall be
   the price specified in a bona fide offer to purchase, if any, otherwise
   the most recently quoted price of a share of Class A common stock of the
   Corporation on a recognized securities exchange or through NASDAQ,
   otherwise the book value.  The foregoing notwithstanding, if a Voting
   Trust Unit Holder proposing to make a transfer determines that the book
   value value determined as provided above is less than fair market value,
   or if a Voting Trust Unit Holder exercising an option to purchase
   concludes that the book value value is greater than fair market value,
   then any such party or parties can demand an appraisal of the Units
   proposed to be transferred at the book value, pursuant to the procedure
   set forth below.  Notice of request for an appraisal shall be in writing
   delivered prior to the closing (defined below) to all other parties to the
   proposed transaction and to the Voting Trustee.

            (1)  The selling Voting Trust Unit Holder or Voting Trust
       Unit Holders and the purchasing Voting Trust Unit Holder or Voting
       Trust Unit Holders shall first attempt to agree upon an appraiser
       of the Units.  If they cannot agree unanimously within five (5)
       days from the date the notice referred to in paragraph (E) above
       is given, the Voting Trustee shall select an appraiser after
       consultation with the chief financial officer of the Corporation.

                 (a)  The appraiser thus selected shall, upon his
            request, be provided by the Corporation, or by the Voting
            Trust Unit Holders requesting the appraisal, with information
            reasonably needed to make a complete and informed appraisal.
            The appraiser shall keep all such information in strict
            confidence, and shall submit his or her appraisal within
            twenty (20) days from the date of his selection.

                 (b)  The appraisal shall be in writing and shall state a
            fair market value for the Units which are the subject of the
            appraisal.  The fair market value thus determined shall be
            binding upon the party or parties requesting an appraisal,
            and upon the party or parties purchasing from or selling
            Units to such party or parties.

            (2)  If the fair market value determined by the appraisal
       differs from fair market value determined under subparagraph (F)
       above, then the parties purchasing or selling to whom the
       appraisal pertains shall make an appropriate adjustment in the
       purchase price.  If the appraisal price is greater than the fair
       market value, those Voting Trust Unit Holders purchasing Units
       shall pay to that or those Voting Trust Unit Holders selling Units
       their proportionate share or shares of such difference.  If the
       appraisal price is less than fair market value, those Voting Trust
       Unit Holders selling Units shall return such difference
       proportionately to those Voting Trust Unit Holders purchasing such
       Units.  In either event, all amounts transferred as an adjustment
       hereunder shall bear interest calculated at the federal short term
       rate published by the Department of the Treasury (or any successor
       rate published by the Department of the Treasury used to determine
       the income and gift tax consequences arising from certain
       low-interest and interest free loans) for the month in which a
       closing takes place, compounded semi-annually, calculated from the
       closing date (defined below) to the date such adjustment is made.



            (3)  The cost of an appraisal pursuant to the terms and
       provisions of this paragraph F shall be borne as follows:

                 (a)  If both a selling and purchasing party or parties
            request an appraisal, its cost shall be borne one half by the
            seller and one half by the purchaser, then proportionately
            among multiple sellers and purchasers.

                 (b)  If a selling or purchasing party requests an
            appraisal but the other does not and the appraisal requires
            an adjustment in favor of the party requesting it, the cost
            shall be borne one half by all selling Voting Trust Unit
            Holders and one half by all purchasing Voting Trust Unit
            Holders, then proportionately among multiple sellers and
            purchasers.

                 (c)  If a selling or purchasing party requests an
            appraisal but the other does not and the appraisal does not
            require an adjustment in favor of the party requesting it,
            then the entire cost of the appraisal will be borne by the
            party requesting it, or proportionately among multiple
            parties requesting it.

            G.   Subject to any adjustment pursuant to the provisions of
   paragraph F, above, consideration payable or deliverable upon a purchase
   of Units under this Agreement shall be paid or delivered at the closing.
   The closing shall be on a date (the "closing date") fixed by the Voting
   Trustee, and shall be not less than five (5) days nor more than thirty
   (30) days after expiration of the last period for delivery of a written
   intention to purchase under paragraphs (D) or (E) above.  The closing
   shall be at the office of the Voting Trustee or at such  other location as
   he or she may designate.  Consideration payable upon the exercise of an
   option resulting from a bona fide offer to purchase hereunder shall be at
   the same price and upon the same terms and conditions contained in the
   bona fide offer to purchase.  Consideration payable upon any other
   purchase under this Agreement shall be in cash, cashier's check or
   immediately available funds at the closing.  The foregoing
   notwithstanding, if the appraisal procedure provided in subparagraph F,
   above, has not been completed, then the Voting Trustee may defer the
   closing, other than in the case of a bona fide offer to purchase, for not
   more than ninety (90) days from the closing date initially established by
   the Voting Trustee.  Interest shall be paid by a purchaser to the seller
   for the period of the deferred closing at the rate established in
   subparagraph F(2), above.

            H.   Upon the death of a Voting Trust Unit Holder, voting shares
   of the Corporation may be withdrawn from the Voting Trust and the
   provisions of this Agreement, but only as provided below.

            (1)  Upon the written request of the duly authorized repre-
       sentative of the estate of a deceased Voting Trust Unit Holder,
       the Voting Trustee shall cause the release from this Voting Trust
       Agreement of shares of stock of the Corporation which have an
       aggregate fair market value not in excess of the sum of the
       amounts described in Section 303(a)(1) and (2) of the Internal
       Revenue Code of 1986 as in effect on the date of this Agreement
       (the "Section 303 amount").  For this purpose, the fair market
       value of the stock of the Corporation shall be its fair market
       value on the date such shares are released, determined under
       paragraph F, above.

            (2)  Such written request must be accompanied by (a) a duly
       endorsed Voting Trust Certificate or Certificates representing a
       number of Units at least equal to the number of shares of stock of
       the Corporation requested to be released, (b) a calculation,
       together with supporting documentation satisfactory to the Voting
       Trustee, of the Section 303 amount, and (c) documentation
       satisfactory to the Voting Trustee that the person submitting such
       request is the duly authorized representative of the estate of
       such deceased Voting Trust Unit Holder.  This request shall be



       made within the time permitted by law to assess a federal estate
       tax against the deceased Voting Trust Unit Holder's estate.

            (3)  Upon receipt of the written request referred to in sub-
       paragraph (1) and the materials referred to in subparagraph (2),
       the Voting Trustee shall (a) cancel the Voting Trust Certificate
       or Certificates delivered to him; (b) instruct the Corporation to
       issue to the estate of the deceased Voting Trust Unit Holder a
       certificate representing the number of shares of its voting stock
       required to be released under this paragraph H; and, (c) issue to
       the estate a new Voting Trust Certificate in a number of Units
       representing any shares of stock of the Corporation that were not
       so released.

            I.   The Voting Trust Certificates shall be transferable at the
   office or agency of the Depository by the registered Holder thereof either
   in person or by attorney duly authorized, and upon surrender thereof,
   according to such rules as the Voting Trustee may from time to time
   establish, and until so transferred the Voting Trustee and the Depository
   may treat the registered Holder as owner thereof for all purposes
   whatsoever.  New Voting Trust Certificates shall not be deliverable here-
   under without the surrender of Voting Trust Certificates representing an
   equivalent number of Units.  The transfer books of the Voting Trustee may,
   in his discretion, be closed and transfers of Voting Trust Certificates
   thereon may be suspended from time to time for such reasonable periods as
   the Voting Trustee may determine.  The Voting Trustee may, at any time,
   appoint a registrar for the Voting Trust Certificates, and may provide
   that Voting Trust Certificates shall not be valid unless registered with
   and countersigned by such registrar.

            J.   If a Voting Trust Certificate is lost, stolen, mutilated or
   destroyed, the Depository, in its discretion, may issue a duplicate of
   such certificate upon receipt of:

            (1)  Evidence of such facts satisfactory to it;

            (2)  Indemnity satisfactory to it;

            (3)  The existing certificate, if mutilated; and

            (4)  Its reasonable fees and expenses in connection with the
       issuance of the new Voting Trust Certificates.

            The Depository shall not be required to recognize any transfer of
   a Voting Trust Certificate not made in accordance with the provisions
   hereof, unless the person claiming such ownership shall have produced
   indicia of title satisfactory to the Voting Trustee and shall, in
   addition, deposit with the Depository indemnities satisfactory to it.

       5.   TERMINATION PROCEDURE

            A.   Upon termination of this Agreement at any time, as
   hereinafter provided, the Voting Trustee, at such time as it may choose
   during the period commencing twenty (20) days before and ending twenty
   (20) days after such termination, shall mail written notice of such
   termination to the registered owners of the voting trust certificates at
   the addresses appearing on the transfer books of the Depository.  After
   the date specified in any such notice, (which date shall be fixed by the
   Voting Trustee), the Voting Trust Certificates shall cease to have any
   effect, and such Voting Trust Unit Holders shall have no further rights
   under this Agreement other than to receive Class B common stock of the
   Corporation or other property distributable under the terms hereof upon
   surrender of such Voting Trust Certificates.

            B.   At any time subsequent to thirty (30) days after the
   termination of this Agreement, but not later than sixty (60) days after
   such termination, the Voting Trustee may deposit with the Depository stock
   certificates representing the number of shares of Class B common stock
   represented by the Voting Trust Certificates then outstanding, with
   authority in writing to the Depository to deliver such stock certificates
   in exchange for Voting Trust Certificates representing a like number of
   shares of the Class B common stock of the Corporation; and upon such
   deposit all further liability of the Voting Trustee for delivery of such



   stock certificates and the delivery or  payment of dividends due upon
   surrender of the Voting Trust Certificates shall cease, and the Voting
   Trustee shall not be required to take any further action hereunder.

       6.   DIVIDENDS ON SHARES

            A.   From time to time, as they are received by the Voting
   Trustee, and in any event within ten (10) days of such receipt by the
   Voting Trustee, each Voting Trust Unit Holder shall be entitled to receive
   payments equal to the cash dividends, if any, received by the Voting
   Trustee upon a like number of shares of stock of the Corporation as is
   called for by each such Voting Trust Certificate.  If any dividend in
   respect to the stock deposited with the Voting Trustee is paid, in whole
   or in part, in shares of Class B common stock of the Corporation, the
   Voting Trustee shall likewise hold, subject to the terms of this
   Agreement, the certificates for stock which were received by him upon such
   Class B common stock and the Holder of Voting Trust Units representing
   Class B common stock upon which such stock dividend has been paid shall be
   entitled to receive a Voting Trust Certificate issued under this Agreement
   for a number of Units equivalent to the number of shares of Class B common
   stock received as such dividend with respect to the Units represented by
   such Voting Trust Certificate.  Holders entitled to receive the dividends
   described above shall be those registered as such on the transfer books of
   the Voting Trustee at the close of business on the day fixed by the
   Corporation for the fixing of record to  determine those holders of its
   stock entitled to receive such dividends, or if the Voting Trustee has
   fixed the date, as hereinafter in this paragraph provided, for the purpose
   of determining the Voting Trust Unit Holders entitled to receive such
   payment or distribution, then those registered as such at the close of
   business on the date so fixed by the Voting Trustee.

            B.   If any dividend or other distribution in respect to the
   stock held by the Voting Trustee is paid other than in cash or in shares
   of Class B common stock, then the trustee shall distribute the same among
   the Voting Trust Unit Holders registered as such at the close of business
   on the date fixed by the Voting Trustee for taking a record to determine
   the Voting Trust Unit Holders entitled to receive such distribution.  Such
   distribution shall be made to such Voting Trust Unit Holders pro-
   portionately in accordance with the number of Units represented by the
   respective Voting Trust Certificates.

            C.   The transfer books of the Voting Trustee may be closed
   temporarily by the Voting Trustee for a period not exceeding twenty (20)
   days preceding the date fixed for the payment or distribution of dividends
   or the distribution of assets or rights, or at any other time in the
   absolute discretion of the Voting Trustee.  In lieu of providing for the
   closing of the books against the transfer of Voting Trust Certificates,
   the Voting Trustee may fix a date not exceeding twenty (20) days preceding
   any date fixed by the Corporation for the payment or distribution of
   dividends, or for the distribution of assets or rights, as a record date
   for the determination of the Voting Trust Unit Holders entitled to receive
   such payment or distribution, and the Voting Trust Unit Holders of record
   at the close of business on such date shall exclusively be entitled to
   participate in such payment or distribution.

            D.   In lieu of receiving cash dividends upon the Class B common
   stock of the Corporation and paying the same to the Voting Trust Unit
   Holders pursuant to the provisions of this Agreement, the Voting Trustee
   may instruct the Corporation in writing to pay such dividends to the
   Voting Trust Unit Holders directly.  Upon receipt of such written
   instructions, the Corporation shall pay such dividends directly to the
   Holders of the Voting Trust Certificates.  Upon such instructions being
   given by the Voting Trustee to the Corporation, and until revoked by the
   Voting Trustee, all liability of the Voting trustee with respect to such
   dividends shall cease.  The Voting Trustee may at any time revoke such
   instructions and by written notice to the Corporation direct it to make
   dividend payments to the Voting Trustee.




       7.   SUBSCRIPTIONS TO NEW SHARES OR SECURITIES

            In case the Corporation shall offer any of its shares or other
   securities to its shareholders for subscription, then in such case upon
   receiving from a Voting Trust Unit Holder, prior to the time limited by
   the Corporation for subscription of payment, a request to subscribe in his
   or her behalf, and the money required to pay for a stated amount of such
   shares or other securities (not in excess of the ratable amount
   subscribable in respect of the Units represented by such Voting Trust
   Certificate), the Voting Trustee will make such subscription and payment,
   and, upon receiving from the Corporation the share certificates or other
   securities so subscribed for, will, if a share of Class B common stock of
   the corporation held hereunder, issue one or more Voting Trust
   Certificates in respect thereof to the Voting Trust Unit Holder who shall
   have made such request and payment, and if other shares and securities
   will deliver such other Units or securities to the Voting Trust Unit
   Holders who shall have made such request and payment.  The Voting Trustee
   shall not, in any event, in respect of any dividend in shares or shares
   subscribed for, be required to deliver certificates representing
   fractional parts of the share, but may in lieu thereof, deliver in respect
   of such fractional interest fractional scrip certificates in such form
   and upon such terms and conditions as the Voting Trustee may determine in
   its sole discretion.

       8.   REDEMPTION OR PURCHASE OF ITS OWN SHARES BY CORPORATION;
            DISSOLUTION OF CORPORATION

            A.   If, from time to time, the Corporation shall redeem,
   purchase or offer to purchase, or if a Voting Trust Unit Holder should
   direct the Voting Trustee to offer to sell to the Corporation voting
   shares represented by Units issued hereunder subject to the provisions of
   this Voting Trust Agreement, the procedure hereinafter set forth shall be
   followed.

            (1)  In the event a Voting Trust Unit Holder or his legal
       representative so requests, the Voting Trustee shall offer to sell
       some or all of the voting shares of the corporation represented by
       the Voting Trust Units of the Holder, in such amounts, at such
       price and upon such other terms or conditions as the Voting Trust
       Unit Holder may specify in a writing delivered to the Voting
       Trustee at the address specified in paragraph 17, as from time to
       time in effect.

            (2)  As to a redemption or offer to purchase by the Corpo-
       ration, written notice of such redemption or offer to purchase,
       containing, without limitation, a description of the Class B
       common stock subject to such redemption or offer to purchase, the
       price, terms and conditions, if any, of such redemption or offer
       to purchase, and the period of time for which the offer shall
       remain open shall be given by the Corporation to the Voting
       Trustee.

                 (a)  Within five (5) business days of receipt by the
            Voting Trustee of the written notice referred to above, the
            Voting Trustee shall send, to the address and in the manner
            provided in paragraph 17, to each Voting Trust Unit Holder
            representing Units to which the redemption or offer to
            purchase pertains, a true copy of such written notice.

                 (b)  If the written notice involves an offer to purchase
            Units  by the Corporation, the Voting Trust Unit Holder or
            Holders to whom such notice has been sent shall have fifteen
            (15) business days from the date such notice is deemed given
            (unless a shorter period is specified in such notice) to
            direct the Voting Trustee to tender Units for purchase, and
            the Voting Trustee shall be bound by the decision of the
            Voting Trust Unit Holder as to whether such Units shall be
            sold, redeemed, or tendered for purchase.

            (3)  (a)  In the case of acceptance of the Corporation's
            offer to purchase by a Voting Trust Unit Holder, redemption
            by the Corporation, or of acceptance by the Corporation of an
            offer to sell from a Voting Trust Unit Holder, each Voting
            Trust Unit Holder to which such redemption or acceptance



            applies shall deliver to the Voting Trustee the Voting Trust
            Certificate or Certificates representing Units to be redeemed
            or purchased, duly endorsed together with payment of any
            applicable transfer taxes.

                 (b)  The Voting Trustee shall receive such Voting Trust
            Certificate or Certificates and shall hold it or them in
            escrow.  Concurrently:

                      (i)  The Voting Trustee shall tender to the
                 Corporation the Class B common stock to be redeemed or
                 purchased, and shall receive from the Corporation the
                 consideration in the amount and form, and subject to any
                 conditions specified in the notice to redeem or
                 purchase.  The consideration shall be held in escrow by
                 the Voting Trustee.

                      (ii) The Voting Trustee shall transfer and deliver
                 to each Voting Trust Unit Holder whose Units are being
                 redeemed or purchased the amount of consideration
                 received for and on account of voting shares represented
                 by such Units, and shall cancel each respective Voting
                 Trust Certificate as to which such distribution has been
                 made.

                 (c)  Each Voting Trust Certificate as to which shares of
            Class B common stock are acquired by the Corporation shall be
            canceled, the Units it represents shall be deemed withdrawn
            from and no longer subject to this Agreement and the former
            Voting Trust Unit Holders shall have no further rights with
            regard to such retired Voting Trust Certificates under this
            Agreement.  No such Voting Trust Certificates thus  canceled
            shall be reissued during the term of this Agreement.

            B.   In the event of the dissolution or partial liquidation of
   the Corporation, whether voluntary or involuntary, or upon the sale of the
   shares of Class B common stock held in this Voting Trust, the Voting
   Trustee shall receive the monies, securities, rights, or property, to
   which the holders of the Class B common stock of the Corporation deposited
   hereunder are entitled, and shall distribute the same among the registered
   Voting Trust Unit Holders in proportion to their interests as shown by the
   books of the Voting Trustee, or the Voting Trustee may, in its discretion,
   deposit such monies, securities, rights, or property with the Depository
   with authority and instructions to distribute the same as above provided
   and upon such deposit all further obligations or liabilities of the Voting
   Trustee in respect of such monies, securities, rights, or property so
   deposited shall cease.

       9.   REORGANIZATION OF CORPORATION

            In the event the Corporation is merged into or consolidated with
   another corporation, or all or substantially all of the assets of the
   Corporation are transferred to another corporation in exchange for stock,
   then in connection with such transfer the term "corporation" for all
   purposes of this Agreement shall be taken to include any such successor or
   resulting corporation, and the  Voting Trustee shall receive and hold
   under this Agreement any stock of such successor corporation received on
   account of his ownership, as Voting Trustee hereunder, of the stock held
   hereunder prior to such merger, consolidation, or transfer.  Voting Trust
   Certificates issued and outstanding under this Agreement at the time of
   such merger, consolidation, or transfer may remain outstanding, or the
   Voting Trustee may, in its discretion, substitute for such Voting Trust
   Certificates new voting trust certificates in appropriate form, and the
   terms "stock" and "voting stock" as used herein shall be taken to include
   any stock which may be received by the Voting Trustee in lieu of all or
   any part of the Class B common stock of the Corporation.

       10.  RIGHTS AND POWERS OF VOTING TRUSTEE

            A.   (1)  The Voting Trustee shall possess and be entitled,
            subject to the provisions hereof, in its discretion, to



            exercise all the rights and powers of an absolute owner of
            all Class B common shares deposited, including the right to
            receive dividends, payments upon redemption or repurchase, or
            other corporate distributions upon such Class B common shares
            and the right to vote, consent in writing, or otherwise act
            with respect to any shareholder action with regard to the
            Class B common shares.

                 (2)  The foregoing notwithstanding, without prior
            direction of the Voting Trust Unit Holders given at a meeting
            called and held in accordance with Paragraph 14 of this
            Agreement, the Voting Trustee shall not have any power or
            right under this Voting Trust Agreement to vote, consent in
            writing or otherwise act with respect to:  any sale,
            exchange, hypothecation, conversion to Class A common stock
            of the Corporation or other disposition of any of the voting
            shares of the Corporation held hereunder; any proposed merger
            or consolidation of the Corporation with any other person or
            entity or any acquisition of all or substantially all of the
            assets of any other person or entity; any sale, lease or
            exchange of all or substantially all of the assets of the
            Corporation; or the dissolution or liquidation of the
            Corporation.

            B.   The stock held by the Voting Trustee hereunder shall be
   voted, or proxies appointed as determined by the Voting Trustee or by a
   majority of Voting Trustees if more than one is acting hereunder.  In the
   event more than one Voting Trustee is acting at any time and a majority
   cannot agree on the voting of such stock, the Voting Trustee shall vote
   the stock in the manner provided under the laws of the State of Wisconsin
   then in effect.  In voting the stock held by it hereunder, either in
   person or by its nominees or proxies, the Voting Trustee shall exercise
   his or her best judgment to select suitable directors of the Corporation,
   and shall otherwise, insofar as one may, as a shareholder of the
   Corporation, take such part in or action in respect to the management of
   its affairs as he may deem necessary to the end that the Voting Trustee
   may be advised on the affairs of the Corporation and the management
   thereof; and in voting upon any matters that may come before him or her at
   any shareholders meeting and as to which he or she is entitled to vote,
   the Voting Trustee shall exercise like judgment but he or she shall not be
   personally responsible with respect to any action taken pursuant to his or
   her vote so cast in any matter, or committed or omitted to be done under
   this Agreement, provided that such commission or omission does not amount
   to willful neglect or misconduct on his or her part, and provided also
   that the Voting Trustee at all times exercises good faith in such matters.

            C.   The Voting Trustee is also authorized to become a party to
   or to prosecute, defend or intervene in any suits or legal proceedings,
   and the shareholders who are a party hereto, and Voting Trust Unit Holders
   agree to hold the Voting Trustee harmless from any action or omission by
   him or her in the premises.  No Voting Trustee shall be required to give
   any bond or other security for the discharge of his or her duties in any
   jurisdiction.  Nothing herein shall operate to prevent or disqualify any
   party hereto from prosecuting, defending or intervening in suits or legal
   proceedings in his or her capacity as a shareholder of the Corporation,
   notwithstanding the fact that legal ownership of such stock resides in the
   Voting Trustee.  To this end, upon the written request of a Voting Trust
   Unit Holder, the Voting Trustee will take those actions necessary to
   accomplish the purpose of the foregoing sentence, including, but not
   limited to, initiating or defending such proceedings on behalf of the
   Voting Trust Unit Holder or, granting such proxies or powers of attorney
   as may be reasonably requested by such Holder.  Expenses incurred in
   implementing those provisions shall be borne by that or those affected
   Voting Trust Unit Holders.

       11.  VOTING TRUSTEE

            A.   The initial Voting Trustee shall be Imogene P. Johnson.
   Imogene Johnson shall serve as Voting Trustee until the earlier of her
   death, disability, resignation, or until December 31, 1999.  Each
   subsequent voting trustee shall be one or more individuals and shall serve



   until the earlier of his or her death, disability (defined below),
   resignation as Voting Trustee, termination of the Voting Trust, or as
   otherwise provided in paragraph C, below.

            B.   The initial Voting Trustee shall have the power, in a
   writing filed with the trust records or by will admitted to probate, to
   designate one or more persons to succeed him or her as Voting Trustee.
   The last designation so filed by an acting Voting Trustee shall revoke all
   prior designations filed by that person.  If made during the lifetime of
   the Voting Trustee executing such a designation, such designation shall be
   delivered to the successor named, and a copy delivered to each registered
   Voting Trust Unit Holder and to the Depository.

            C.   Appointment of further successor voting trustees and removal
   of a successor voting trustee, however selected or appointed, shall be
   undertaken by a committee to be called the Voting Trustee Appointment and
   Remover Committee (the "Committee"), formed as provided below:

            (1)  The Committee may be formed by the then acting successor
       voting trustee, or upon written notice, specifying the purpose for
       which the Committee is to be formed, delivered to the then acting
       successor voting trustee, by any of:

                 (a)  legally competent descendants of Samuel C. Johnson
            from two or more Family Groups, defined in subparagraph 2(a),
            below, or from one Family Group if there are then two or
            fewer Family Groups; or

                 (b)  Any legally competent descendant of Samuel C.
            Johnson, solely for the purpose of selecting a successor
            voting trustee when a vacancy exists which has not otherwise
            been filled.

       Should the acting successor voting trustee refuse or fail to
       convene the Committee within fifteen (15) days after delivery of
       the written notice referred to above, then the Committee may be
       convened by any party who signed the original written notice, or
       if the Committee is to be formed only to select a successor voting
       trustee, by any legally competent descendant of Samuel C. Johnson.
       The Committee is to be convened as soon as possible, but not later
       than thirty (30) days after delivery of the written notice
       referred to above in this subparagraph (1).

            (2)  The Committee shall consist of Imogene P. Johnson, if
       she is legally competent and willing to act, and one
       representative from each Family Group (defined below).  If Imogene
       P. Johnson does not act, her place on the Committee shall be taken
       by an individual selected in the manner provided in subparagraph
       2(d), below.

                 (a)  A Family Group shall be created and named for each
            of the children of Samuel C. Johnson, S. Curtis Johnson,
            Helen Johnson-Leipold, H. Fisk Johnson, and Winifred J.
            Marquart.  The members of each Family Group shall consist of
            the child of Samuel C. Johnson for whom the Family Group is
            named and his or her respective direct lineal descendants.

                 (b)  Each Family Group shall select one legally com-
            petent member of such Family Group to represent the Family
            Group on the Committee.  The selection of a Family Group's
            representative shall be by majority vote of the legally
            competent members of the Family Group, or if no such vote can
            be or is taken, the eldest member of such group willing and
            legally competent to act shall represent the Family Group on
            the Committee.

                 (c)  During any period in which there is no legally
            competent member of a Family Group able to act, then such
            Family Group shall have no representative.

                 (d)  If Imogene P. Johnson is unable or unwilling to act
            as a member of the Committee, she may, if living and legally



            competent, designate in writing an individual to serve in her
            place as a member of the Committee.  Otherwise, her place on
            the Committee shall be filled by an individual selected by a
            majority of the representatives on the Committee of the
            Family Groups.  Such individual, other than Imogene P.
            Johnson, however designated or selected, shall be called the
            "non-Family Group member".

                 (e)  If Imogene P. Johnson is not a member of the Com-
            mittee, the non-Family Group member selected to serve on the
            Committee in accordance with subparagraph (d), above, shall
            be a person of good judgment, experienced in business and
            related affairs, who is knowledgeable of the family of Samuel
            C. Johnson (the "Johnson Family") and of the goals and
            objectives of the Johnson Family.  The non-Family Group
            member shall act as a facilitator of the activities of the
            Committee.  It would be expected that if the representatives
            of the Family Groups are unable to agree upon a particular
            course of action, the views and counsel of such non-Family
            Group member would be given substantial weight by the
            Committee.  Imogene P. Johnson, if acting as a member of the
            Committee, shall be a voting member of the Committee for all
            purposes.  The non-Family Group member shall be a voting
            member of the Committee only as hereinafter provided.

            (3)  Should the Committee be convened to consider the removal
       of an acting successor voting trustee, it shall function as
       provided below:

                 (a)  The Committee may retain counsel or other experts
            it deems appropriate, and all such costs attributable to such
            retention shall be proper expenses of the Voting Trust.

                 (b)  Each member of the Committee shall have one vote.
            The foregoing notwithstanding, for purposes of removing an
            acting successor voting trustee, the Family Group to which a
            successor voting trustee belongs, and the non-Family group
            member designated to serve on the Committee pursuant to the
            provisions of subparagraph (2)(d), above, shall not be
            eligible to vote.  A vote of all acting Committee members
            eligible to vote for removal shall be required to remove an
            acting successor voting trustee.  Upon the unanimous vote of
            removal, the term of a successor voting trustee shall
            terminate.

            (4)  In the event of any vacancy in the office of successor
       voting trustee, the Committee formed in the manner provided in
       subparagraph (1) above, or if formed for purposes of removing an
       acting successor voting trustee, such Committee as then
       constituted, shall fill such vacancy.

                 (a)  The appointment of a successor voting trustee by
            the Committee shall be by majority vote of Committee members.

                 (b)  If no majority vote is attained, then Imogene P.
            Johnson if then a member of the Committee, otherwise the non-
            Family Group member of the Committee shall vote to break the
            deadlock, and the candidate for whom Imogene P. Johnson or
            such non-Family Group member's vote is cast shall be deemed
            to have received a majority of votes cast.

                 (c)  The appointment of a successor voting trustee by
            the Committee shall become effective upon delivery of the
            written designation of a successor trustee and the written
            acceptance of such successor trustee, to each then living
            adult descendant of Samuel C. Johnson.

                 (d)  No successor trustee appointed or acting pursuant
            to this instrument of designation shall be responsible for
            the acts of his or her predecessor, and each successor
            trustee shall be entitled to receive, within thirty (30) days
            of the effective date of his or her appointment, a written
            accounting of all actions of such predecessor as successor
            trustee.



            D.   If a vacancy has not been otherwise filled within sixty (60)
   days from the date the vacancy occurs, a successor Voting Trustee shall be
   elected by a majority of Units then outstanding.

            E.   The rights, powers and privileges of the initial Voting
   Trustee named hereunder shall extend to and be exercised by any successor
   voting trustee, with the same effect as if such successor or successors
   had originally been a party to this Agreement.  The word "Trustee", as
   used in this Agreement, means the Voting Trustee or any successor Voting
   Trustee acting hereunder, and shall include both the singular and the
   plural number.  The words "he", "him" and "his" as used in this Agreement
   in reference to the Voting Trustee shall mean "they", "them" and "their"
   respectively, when more than one Voting Trustee is acting hereunder, or
   "she", "her", or "hers", respectively, if the Voting Trustee is female.
   Whenever more than two voting trustees are acting hereunder, or when the
   Committee is acting or voting, decisions shall be made by a majority of
   the Voting Trustees or of the Committee then acting, unless otherwise
   herein provided.

            F.   Any Voting Trustee shall cease to serve as Voting Trustee
   under this Agreement in the event of his or her disability.  For purposes
   of this Agreement, disability shall be an inability to perform duties as
   Voting Trustee.  A disability shall be deemed to have occurred as of the
   date that a Voting Trustee is certified to be incapable of handling his or
   her financial affairs by a physician who has attended the Voting Trustee
   within the past two (2) years.

            G.   The Voting Trustee is not to receive any compensation for
   his or her services hereunder.  The Voting Trustee may employ counsel and
   obtain such other assistance as may be necessary or convenient in the
   performance of his or her  functions.  The Voting Trustee shall be
   reimbursed and indemnified by the Voting Trust Unit Holders for and
   against any and all claims, expenses and liabilities incurred by him or
   her, or asserted against him or her, in connection with or growing out of
   this Agreement or the discharge of his or her duties hereunder, other than
   in connection with the gross negligence or wilful misconduct of the Voting
   Trustee.  Any such claims, expenses or liabilities shall be charged to the
   Voting Trust Unit Holders pro rata, and may be deducted from the dividends
   or other distributions to them, or may be made a charge payable
   conditioned upon the delivery of voting shares in exchange for Voting
   Trust Certificates as provided herein and the Voting Trustee shall be
   entitled to a lien therefor upon the voting shares, funds or other
   property held in his or her possession.

            H.   Under no circumstances shall the Voting Trustee have any
   power or authority to engage in any trade or business or in any other
   activity not specifically contemplated herein.

       12.  TERM

            A.   This Agreement shall continue in effect for the maximum
   period of time permitted by the laws of the State of Wisconsin from time
   to time in effect, but shall terminate upon the happening of the earliest
   of any of the following events:

            (1)  The execution and acknowledgement or authentication (as
       deeds for the conveyance of real estate are required to be
       acknowledged or authenticated under the laws of the State of
       Wisconsin then in effect) by the Voting Trustee hereunder of a
       Deed of Termination, duly filed in the office of the Corporation
       in Racine, Wisconsin, and with the Depository at its office of
       record, or;

            (2)  The execution and acknowledgement or authentication (as
       deeds for the conveyance of real estate are required to be
       acknowledged or authenticated under the laws of the State of Wis-
       consin then in effect) of a Deed of Termination by the registered
       Holders of at least 50% of the Units represented by Voting Trust



       Certificates issued under this Agreement, duly filed in the
       principal  office of the Corporation in Racine, Wisconsin, and
       with the office of the Depository at its office of record.

            (3)  Sale of all of the shares of the Corporation held here-
       under.

            (4)  Dissolution of the Corporation.

       13.  SUCCESSOR DEPOSITORY

            The Depository may at any time resign its duties, trusts and
   powers hereunder by giving ten (10) days written notice thereof to the
   Voting Trustee, and the Depository may at any time be removed by a written
   instrument signed by the Voting Trustee and delivered to the Depository,
   to become effective ten (10) days after such delivery.  In case of a
   vacancy in the position of Depository, the Voting Trustee then in office
   may designate as a successor some other firm (defined for this purpose to
   include a corporation, general partnership or limited partnership)
   maintaining one or more offices in the State of Wisconsin by an instrument
   in writing signed by him and delivered to such successor Depository, which
   successor shall thereupon have the same duties and responsibilities, and
   be entitled to all the rights, authorities, and powers hereby conferred on
   the above named Depository.  The Depository so resigning or so removed
   shall thereupon promptly transfer and deliver to such successor the share
   certificates then held by it hereunder, together with all books and
   records relating thereto.

       14.  MEETINGS OF CERTIFICATE HOLDERS

            In the event that the Voting Trustee desires to ascertain the
   views of the Voting Trust Unit Holders of record with respect to any
   action or thing done or proposed to be done by him and as to which he has
   voting power, or if the Corporation so requests, or upon any other
   question or purpose provided by the provisions of this Voting Trust
   Agreement, the Voting Trustee shall for such purpose call a meeting of
   such Voting Trust Unit Holders to be held at the principal offices of the
   Corporation in the State of Wisconsin, or at such other place as the
   Voting Trustee may designate.  Such call shall set forth the time, place,
   and purpose of the meeting and notice thereof shall be mailed at least ten
   (10) days before the date of such meeting to each Voting Trust Unit Holder
   of record outstanding hereunder, who may waive such notice in writing.  At
   such meeting every Voting Trust Unit Holder of record hereunder shall have
   one (1) vote for each Unit represented by Voting Trust Certificates
   standing in his name, and may vote in person or by proxy.  If, at any such
   meeting the Voting Trust Unit Holders of record representing seventy-five
   percent (75%) in amount of the Units then outstanding, voting separately
   and not by class, shall affirmatively concur in any expression or view, or
   otherwise with regard to any matter or thing mentioned in the call of such
   meeting, such expression may conclusively and for all purposes be deemed
   by the Voting Trustee to be that of all Voting Trust Unit Holders
   outstanding hereunder.  Each and every Voting Trust Unit Holder of record
   outstanding hereunder agrees for himself, his successors, and assigns to
   accept and be bound by such  determination of the Voting Trust Unit
   Holders representing seventy-five (75%) in amount of the Units issued and
   then outstanding under this Agreement.  The results of such a meeting
   shall be advisory in nature unless otherwise specifically provided in this
   Agreement.  No action of any such meeting shall alter or modify the
   express provisions of this Agreement, or in any way limit the powers and
   discretions of the Voting Trustee defined by this Agreement, unless such
   action is also in accordance with the provisions of paragraph 18 of this
   Agreement.  In lieu of a meeting as provided above, Voting Trust Unit
   Holders may take any action otherwise permissible under this paragraph by
   unanimous written consent.

       15.  VOTING TRUSTEE AS SHAREHOLDER

            The Voting Trustee herein appointed, and his or her successors,
   may be parties to this Agreement as a shareholder and to the extent of the
   Units deposited by him or her, he or she shall be entitled in all respects
   to the same rights and benefits as other shareholders.



       16.  FUNCTION AND LIABILITY OF DEPOSITORY

            The Depository from time to time acting hereunder is hereby
   appointed the agent and depository of the Voting Trustee, to receive and
   hold as his or her custodian certificates for voting shares of the
   Corporation at any time delivered to the Voting Trustee hereunder, and to
   execute and issue Voting Trust Certificates in the name of the Voting
   Trustee, and to transfer the same, and to the effect the exchange of
   voting share certificates for Voting Trust Certificates as and when herein
   provided, and the Voting Trustee may appoint such Depository, with its
   consent, as his or her proxy or agent to perform any other of his or her
   functions hereunder.  The Depository assumes no responsibility for the
   acts of the Voting Trustee.  The Depository shall not be required to
   defend any suit, take any action, or incur any expense or liability
   hereunder unless requested in writing by the holders of a majority in
   amount of the Units issued and outstanding under this Agreement, or by the
   Voting Trustee, and is to be indemnified to its satisfaction.  The
   Depository shall be fully protected in all cases in acting upon the
   written direction or with the written approval of the Voting Trustee,
   except as otherwise herein expressly provided, and shall in no case be
   liable for any act or omission except only for its own willful misconduct.

       17.  NOTICE

            A.   Unless otherwise specifically provided in this Agreement,
   any notice to or communication with Voting Trust Unit Holders hereunder
   shall be deemed to be sufficiently given or made if enclosed in a postpaid
   envelope, first class mail, addressed to such Holders at their respective
   addresses appearing on the transfer books of the Voting Trustee, and
   deposited in any Post Office or Post Office Box.  The addresses of the
   Voting Trust Unit Holders, as shown on the transfer books of the Voting
   Trustee, shall in all cases be deemed to be the addresses of Voting Trust
   Unit Holders for all purposes under this Agreement, without regard to what
   other or different addresses the Voting Trustee may have for any Voting
   Trust Unit Holder on any other books or records of the Voting Trustee.
   Every notice so given shall be effective, whether or not received, ten
   (10) days from the date it is deemed given and the date of mailing, as
   provided above, shall be the date such notice is deemed given for all
   purposes.

            B.   Any notice to the Corporation hereunder shall be sufficient
   if enclosed in a postpaid envelope and sent by registered mail to the
   Corporation addressed as follows:  Johnson Worldwide Associates, Inc., 222
   Main Street, Racine, Wisconsin 53403, or to such other address as the
   Corporation may designate by notice given in writing to the Voting
   Trustee.

            C.   Any notice to the Voting Trustee hereunder may be enclosed
   in a postpaid envelope and sent by registered mail to the Voting Trustee,
   addressed to it at such address as may from time to time be furnished in
   writing to the Corporation by the Voting Trustee, and if no such address
   has been so furnished by the Voting Trustee, then to the Voting Trustee in
   care of the Corporation.

            D.   Any notice to the Depository hereunder may be enclosed in a
   postpaid envelope and sent by registered mail to the Depository, addressed
   to it at 4041 N. Main Street, Racine, Wisconsin 53402, or such other
   address as may from time to time be furnished by the Depository in writing
   to  the Corporation and to the Voting Trustee, and if no such address has
   been so furnished by the Depository, then to the Depository in care of the
   Voting Trustee.

            E.   All distributions of cash, securities, or other property
   hereunder by the Voting Trustee or by the Depository to the Voting Trust
   Unit Holders may be made, in the discretion of the Voting Trustee or
   Depository, by mail (regular or registered mail, as the Voting Trustee or
   Depository may deem advisable), in the same manner as hereinabove provided
   for the giving of notice to the Voting Trust Unit Holders.



       18.  AMENDMENT

            If at any time the Voting Trustee shall deem it advisable to
   amend this Agreement, or if a written proposed amendment is delivered to
   him or her by any Voting Trust Unit Holder hereunder, the voting Trustee
   shall submit such amendment to the Holders of the then outstanding Voting
   Trust Units for their approval, at a special meeting of such Holders which
   shall be called for that purpose.  Notice of the time and place of such
   special meeting shall be given by the Voting Trustee at the time and in
   the manner provided in Paragraphs 14 and 17, and such notice shall contain
   a copy of the proposed amendment.  If at such special meeting, or at any
   adjournment thereof, the proposed amendment shall be approved by the
   affirmative vote of the Voting Trust Unit Holders representing seventy-
   five percent (75%) of the Units then outstanding, a certificate to that
   effect, duly verified under oath by the chairman and secretary of such
   meeting, shall be made and filed in the office of the corporation in
   Racine, Wisconsin, and with the Depository at its office of record, and
   thereupon the proposed amendment of this Agreement so approved shall
   become a part of this Agreement as if originally incorporated herein.

       19.  BENEFIT

            This Agreement shall be binding upon the parties hereto and all
   certificate holders and their respective heirs, executors, administrators,
   successors and assigns.

       20.  GOVERNING LAW

            This Agreement shall be governed by the Laws of the State of
   Wisconsin and its provisions shall be construed in accordance with the
   laws of such State from time to time in effect.

       21.  EXECUTION

            This Agreement may be executed in several counterparts, each of
   which shall be an original, and such counterparts shall together
   constitute one and the same instrument.  One of such counterparts shall be
   kept at the office of the Depository, and one at the office of the
   Secretary of the Corporation, each of which shall be available for
   inspection by any Voting Trust Certificate Holder.

            IN WITNESS WHEREOF, the shareholders have or shall, from time to
   time, become parties hereto by assigning and  delivering their voting
   share certificates to the Voting Trustee as herein provided and by
   receiving Voting Trust Certificates issued hereunder; the Voting Trustee
   has hereunto set its hand and seal; and the Depository has caused this
   instrument to be signed.



   -------------------------------------
   Imogene P. Johnson
   Voting Trustee


   Johnson Worldwide Associates, Inc.



   By  _________________________________



   -------------------------------------
   Imogene P. Johnson                          78,200 shares


   -------------------------------------
   Raymond F. Farley







   -------------------------------------
   Helen P. Johnson-Leipold

   as successor trustees of the Samuel C. Johnson
   Family Trust dated December 23, 1986

   JWA Consolidated, Inc.



   By  _________________________________       685,536 shares


   _____________________________________       105,128 shares
   S. Curtis Johnson, as successor trustee
   of the H. F. Johnson Foundation Trust #1
   f/b/o Samuel C. Johnson, et al, dated
   January 1, 1965



   _____________________________________       64,620 shares
   Samuel C. Johnson, as trustee of the
   H. F. Johnson Distributing Trust #1 f/b/o
   Samuel C. Johnson, et al, dated
   December 31, 1959



   _____________________________________       95,516 shares
   Samuel C. Johnson, as trustee of the
   Samuel C. Johnson 1988 Trust Number
   One dated September 14, 1988



   Johnson Bank (as successor by merger to the Johnson Trust Company, f/k/a/
   Johnson Heritage Trust Company)



   By  _________________________________
       Depository