OPERATING AGREEMENT

OF

S.I. ACQUISITION LLC

TABLE OF CONTENTS

i

ii

iii

Exhibit D

OPERATING AGREEMENT

OF

S.I. ACQUISITION LLC

OPERATING AGREEMENT dated as of February 6, 2003, among the persons who from time to time are signatories hereto under the heading Members (the ?Members?) and the Manager.

W I T N E S S E T H:

WHEREAS, the Members desire to form a limited liability company named S.I. ACQUISITION LLC (the ?Company?) under the Act (as herein defined) pursuant to the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound hereby, agree as follows:

ARTICLE I

DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1                               Definitions.  As used in this Agreement, the following terms shall have the respective meanings indicated below:

?Act? means the Illinois Limited Liability Company Act, as the same may be amended from time to time.

?Affiliate? means,

(i)                                     with respect to an individual, the Relatives of such individual;

(ii)                                  with respect to a trust or trustee, the Relatives of the individual who is the grantor of the trust and/or another trust for the benefit of such individual and/or such individual?s Relatives; and

(iii)                               with respect to an Entity, any Person who or which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such entity (the term ?control? for purposes of this clause (iii) meaning the ability, whether by ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing or general partner of a partnership, or otherwise to select, or have the power to remove and then select, a majority of those Persons exercising governing authority over an entity).

?Agreement? means this Operating Agreement, as originally executed and as amended, modified, supplemented or restated from time to time, as the context requires.

?Bankruptcy? means an event that causes a Person to cease to be a Member as provided in Section 35-45 of the Act.

?Business Day? means any day on which banks are open for business in Chicago, Illinois.

?Capital Contribution? means, with respect to each Member, the amount of money or property contributed to the Company by such Member from time to time as determined by each contributing Member and the Manager.

?Code? means the Internal Revenue Code of 1986, as amended, or any replacement or successor law thereto.

?Distributable Cash? means, with respect to any Fiscal Year or other applicable fiscal period, the excess, if any, as determined by the Manager, of (a) all cash of the Company from all sources for such period, including, without limitation, receipts from operations, contributions of capital by the Members, proceeds of borrowing or from the issuance of securities by the Company, deposits and all other Company cash sources and all Company cash reserves on hand at the beginning of such period over (b) all cash expenses and capital expenditures of the Company for such period, all payments of principal and interest on account of Company indebtedness and such reasonable cash reserves as the Manager deems necessary for any Company needs (or those mandated by law, contract or the Company?s debt instruments).

?Effective Time? means the date and time the Merger becomes effective as provided in the Merger Agreement.

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