The Bylaws of Northland Cranberries, Inc. were amended, effective as of
November 6, 2001, as follows:

                  (a) Section 2.10 of the Bylaws was amended in its entirety to
         read as follows:

                           "2.10. Conduct of Meeting. The Chairman, if any, and
         in his absence or discretion, a Vice-Chairman, if any, and in their
         absence, the President, and in his absence or discretion, a Vice
         President in the order provided under Section 4.11 hereof or as chosen
         by the Chairman, and in their absence, any person chosen by the
         shareholders present shall call the meeting of the shareholders to
         order and shall act as chairman of the meeting, and the Secretary of
         the corporation shall act as secretary of all meetings of the
         shareholders, but, in the absence or upon the request of the Secretary,
         the presiding officer may appoint any other person to act as secretary
         of the meeting."

                  (b) Section 2.13 of the Bylaws was amended in its entirety to
         read as follows:

                           "2.13.  Action without Meeting.  Any action required
         or permitted by the articles of incorporation or these bylaws or any
         provision of the Wisconsin Business Corporation Law to be taken at a
         meeting of the shareholders may be taken without a meeting and withou
         action by the Board of Directors if a written consent or consents,
         describing the action so taken, is signed by the holders of outstanding
         stock having not less than the minimum number of votes that would be
         necessary to authorize or take such action at a meeting at which all
         shares entitled to vote thereon were present and voted."

                  (c) Section 3.06 of the Bylaws was amended by deleting the
         words "forty eight" in the first sentence thereof and inserting the
         words "twenty-four" in its place.

                  (d) Section 3.09 of the Bylaws was amended in its entirety to
         read as follows:

                           "3.09.  Conduct of Meetings.  The Chairman, if any,
         and in his absence, a Vice-Chairman, if any, and in their absence, the
         President, and in his absence, a Vice President in the order provided
         under Section 4.11, and in their absence, any director chosen by the
         directors present, shall call meetings of the Board of Directors to
         order and shall act as chairman of the meeting. The Secretary of the
         corporation shall act as secretary of all meetings of the Board of
         Directors but in the absence of the Secretary, the presiding officer
         may appoint any other person present to act as secretary of the
         meeting. Minutes of any regular or special meeting of the Board of
         Directors shall be prepared and distributed to each director."

                  (e) The penultimate sentence of Section 3.14 of the Bylaws was
         amended to read as follows:



                           "Notwithstanding the foregoing, no action may be
         taken at any meeting held by such means on any particular matter which
         the presiding officer determines to be inappropriate under the
         circumstances for action at a meeting held by such means."

                  (f) Section 4.07 of the Bylaws was amended in its entirety to
         read as follows:

                           "4.07.  The Vice-Chairman of the Board.  The Vice-
         Chairmen of the Board, if any be chosen by the Board of Directors,
         shall possess all the powers of the Chairman of the Board. In the event
         a Vice-Chairman of the Board disagrees with the manner in which the
         Chairman of the Board is discharging the duties incident to the office
         of the Chairman of the Board, the Vice-Chairman of the Board shall have
         the right to call a vote of the Chairman of the Board and all Vice-
         Chairmen of the Board, the vote of a majority of whom shall prevail. In
         the event no majority is obtained, the disagreement shall be submitted
         to the vote of the Board of Directors, the vote of a majority of whom
         shall prevail."

                  (g) The first two sentences of Section 4.08 of the Bylaws were
         amended to read as follows:

                           "The Board of Directors shall from time to time
         designate the Chairman of the Board, if any, or any of the Vice-
         Chairmen of the Board, if any, or the President of the corporation as
         the Chief Executive Officer of the corporation. The President shall be
         the Chief Executive Officer whenever the offices of Chairman of the
         Board of the corporation and Vice-Chairman of the Board of the
         corporation are vacant."

                  (h) The first sentence of Section 4.09 of the Bylaws was
         amended to read as follows:

                           "Unless the Board of Directors otherwise provides, in
         the absence of the Chairman of the Board and all Vice-Chairmen of the
         Board, in the event of their inability or refusal to act, or in the
         event of a vacancy in the offices of the Chairman of the Board and
         Vice-Chairman of the Board, the President shall perform the duties of
         the Chairman of the Board, and when so acting shall have all the powers
         of and be subject to all the restrictions upon the Chairman of the
         Board."

                  (i) Section 5.02 of the Bylaws was amended in its entirety to
         read as follows:

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

                  (j) Each of paragraphs (b), (c), and (d) of Section 8.03 of
         the Bylaws were amended in their entirety to read as follows:

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                           "(b)    No indemnification shall be required to be
         paid by the Corporation pursuant to Section 8.02 if, within such sixty-
         day period a Disinterested Quorum, by a majority vote thereof,
         determines that the Director or Officer requesting indemnification
         engaged in misconduct constituting a Breach of Duty. In the event a
         Disinterested Quorum makes such a determination, the decision of the
         Disinterested Quorum shall be final, and the Director or Officer shall
         have no right to appeal."

                           "(c)    If the Board does not obtain a final
         determination of a Disinterested Quorum or, if a Disinterested Quorum
         cannot be obtained, within such sixty-day period, an Authority, as
         provided in Section 8.04, shall determine whether the Director's or
         Officer's conduct constituted a Breach of Duty and, therefore, whether
         indemnification should be denied hereunder."

                           "(d)    If indemnification of the requested amount of
         Liabilities is paid by the Corporation, then it shall be conclusively
         presumed for all purposes that a Disinterested Quorum has affirmatively
         determined that the Director or Officer did not engage in misconduct
         constituting a Breach of Duty."

                  (k) Paragraph (a) of Section 8.04 of the Bylaws was amended in
         its entirety to read as follows:

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








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