By-laws - HON Industries Inc.


                                     BY-LAWS

                                       OF

                               HON INDUSTRIES Inc.

                          Adopted on September 7, 1960.
           Amended on April 23, 1964, April 28, 1966, August 13, 1969,
          April 15, 1970, February 12, 1976, July 23, 1976, January 11,
                    1977, February 13, 1977, April 18, 1977,
          July 28, 1977, July 29, 1977, October 27, 1977, February 27,
             1978, February 19, 1979, August 1, 1979, March 3, 1980,
                        April 30, 1980, October 29, 1980,
               August 3, 1982, January 31, 1983, October 31, 1983,
                October 30, 1984, February 5, 1985, May 6, 1985,
                        February 4, 1986, August 5, 1986,
          February 15, 1988, July 7, 1988, March 13, 1990, February 11,
          1991, April 29, 1991, July 29, 1991, May 5, 1992, November 2,
                     1992, May 11, 1993, February 14, 1994,
               May 10, 1994, November 13, 1995, May 14, 1996, May
                   12, 1997, March 4, 1998, July 29, 1998 and
                               November 10, 2000.

                    ARTICLE 1. OFFICES AND PLACES OF BUSINESS

              SECTION 1.01. PRINCIPAL PLACE OF BUSINESS. The principal place of
business of the Corporation shall be located in such place, within or without
the State of Iowa, as shall be fixed by or pursuant to authority granted by the
Board of Directors from time to time.

              SECTION 1.02. REGISTERED OFFICE. The registered office of the
Corporation required by the Iowa Business Corporation Act to be maintained in
the State of Iowa may be, but need not be, the same as its principal place of
business. The registered office may be changed from time to time by the Board of
Directors as provided by law.

               SECTION 1.03. OTHER PLACES. The Corporation may conduct its
business, carry on its operations, have offices, carry out any or all of its
purposes, and exercise any or all of its powers anywhere in the world, within or
without the State of Iowa.

                             ARTICLE 2. SHAREHOLDERS

             SECTION 2.01. ANNUAL MEETING. The annual meeting of the
shareholders shall be held in each year at such time and place as shall be fixed
by the Board of Directors or by the Chairman of the Board of Directors;
provided, however, that the annual meeting shall not be


scheduled on a legal holiday in the state where held. Any previously scheduled
annual meeting may be postponed by resolution of the Board of Directors and on
public notice given prior to the date previously scheduled for such annual
meeting. At the annual meeting, the shareholders shall elect Directors as
provided in Section 3.02 and may conduct any other business properly brought
before the meeting. (As amended 4/23/64, 8/1/79, 10/31/83, and 4/29/91.)

             SECTION 2.02. SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, may be called, and the time and place
thereof fixed by the Board of Directors or by the holders of not less than
one-tenth of the outstanding shares entitled to vote at the meeting. Business
conducted at any special meeting of shareholders shall be limited to the
purposes stated in the notice of the meeting. Any previously scheduled special
meeting of shareholders may be postponed by resolution of the Board of Directors
and public notice given prior to the date previously scheduled for such special
meeting of shareholders. (As amended 4/23/64, 8/1/79, and 4/29/91.)

             SECTION 2.03. PLACE OF SHAREHOLDERS' MEETINGS. Any annual meeting
or special meeting of shareholders may be held at any place, either within or
without the State of Iowa. The place of each meeting of shareholders shall be
fixed as provided in these By-laws, or by a waiver or waivers of notice fixing
the place of such meeting and signed by all shareholders entitled to vote at
such meeting. If no designation is made of the place of a meeting of
shareholders, the place of meeting shall be the registered office of the
Corporation in the State of Iowa.

             SECTION 2.04. NOTICE OF SHAREHOLDERS' MEETINGS. Written or printed
notice stating the place, day, and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten days (unless a longer period shall be required by
law) nor more than sixty days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary, or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid. (As amended 4/29/91.)

             SECTION 2.05. CLOSING OF TRANSFER BOOKS; FIXING OF RECORD DATE. For
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, seventy days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at least fifteen days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than



seventy days and, in case of a meeting of shareholders, not less than
fifteen days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the Board of Directors does
not provide that the stock transfer books shall be closed and does not fix a
record date for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the record date for such determination of shareholders shall be
seventy days prior to the date fixed for such meeting or seventy days prior to
the date of payment of such dividend, as the case may be. When any record date
is fixed for any determination of shareholders such determination of
shareholders shall be made as of the close of business on the record date. When
a determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section, such determination shall apply to any
adjournment thereof. (As amended 4/30/80, 8/3/82 and 4/29/91.)

             SECTION 2.06. VOTING LIST. The officer or agent having charge of
the stock transfer books for shares of the Corporation shall make, at least ten
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting shall be kept on file
at the registered office of the Corporation and shall be subject to inspection
by any shareholder at any time during usual business hours. Such list shall also
be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders. Failure to comply with the requirements of
this Section shall not affect the validity of any action taken at such meeting.
(As amended 4/29/91.)

              SECTION 2.07. QUORUM OF SHAREHOLDERS. Except as otherwise
expressly provided by the Articles of Incorporation or these By-laws, a majority
of the outstanding common shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at any meeting of shareholders.

              SECTION 2.08. ADJOURNED MEETINGS. Any meeting of shareholders may
be adjourned from time to time and to any place, without further notice, by the
chairman of the meeting or by the affirmative vote of the holders of a majority
of the outstanding common shares entitled to vote and represented at the
meeting, even if less than a quorum. At any adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified. (As amended 4/29/91.)

             SECTION 2.09. VOTE REQUIRED FOR ACTION. The vote required for the
adoption of any motion or resolution or the taking of any action at any meeting
of shareholders shall be as


provided in the Articles of Incorporation. However, action may be taken on the
following procedural matters by the affirmative vote of the holders of a
majority of the outstanding common shares entitled to vote and represented at
the meeting, even if less than a quorum: election or appointment of a Chairman
or temporary Secretary of the meeting (if necessary), or adoption of any motion
to adjourn or recess the meeting or any proper amendment of any such motion.
Whenever the minutes of any meeting of shareholders shall state that any motion
or resolution was adopted or that any action was taken at such meeting of
shareholders, such minutes shall be prima facie evidence that such motion or
resolution was duly adopted or that such action was duly taken by the required
vote, and such minutes need not state the number of shares voted for and against
such motion, resolution, or action.

             SECTION 2.10. PROXIES. At all meetings of shareholders, a
shareholder entitled to vote may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney in fact. Each such
proxy shall be filed with the Secretary of the Corporation or the person acting
as Secretary of the meeting, before or during the meeting. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.

             SECTION 2.11. SHAREHOLDERS' VOTING RIGHTS. Each outstanding share
entitled to vote shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders, except as otherwise provided in the Articles
of Incorporation. Voting rights for the election of Directors shall be as
provided in Section 3.02 and in the Articles of Incorporation. (As amended
2/12/76.)

             SECTION 2.12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing
in the name of another corporation, domestic or foreign, may be voted by such
officer, agent, or proxy as the By-laws of such corporation may prescribe, or,
in the absence of such provision, as the Board of Directors of such corporation
may determine.

Shares held by an administrator, executor, guardian, or conservator may be voted
by him, either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so be contained in
an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote




the shares so transferred.

Treasury shares shall not be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.

              SECTION 2.13. ORGANIZATION. The Chairman of the Board of Directors
or the Vice-Chairman or the President or a Vice-President, as provided in these
By-laws, shall preside at each meeting of shareholders; but if the Chairman of
the Board of Directors, the Vice-Chairman, the President, and each
Vice-President shall be absent or refuse to act, the shareholders may elect or
appoint a Chairman to preside at the meeting. The Secretary or an Assistant
Secretary, as provided in these By-laws, shall act as Secretary of each meeting
of shareholders; but if the Secretary and each Assistant Secretary shall be
absent or refuse to act, the shareholders may elect or appoint a temporary
Secretary to act as Secretary of the meeting. (As amended 4/23/64 and 8/1/79.)

             SECTION 2.14. WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice
whatsoever is required to be given to any shareholder of the Corporation under
any provision of law or the Articles of Incorporation or these By-laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether signed before or after the time of the meeting or event of which notice
is required, shall be deemed equivalent to the giving of such notice. Neither
the business to be conducted at, nor the purpose of, any annual or special
meeting of shareholders need be specified in any waiver of notice of such
meeting. The attendance of any shareholder, in person or by proxy, at any
meeting of shareholders shall constitute a waiver by such shareholder of any
notice of such meeting to which such shareholder would otherwise be entitled,
and shall constitute consent by such shareholder to the place, day, and hour of
such meeting and all business which may be conducted at such meeting, unless
such shareholder attends such meeting and objects at such meeting to any
business conducted because the meeting is not lawfully called or convened. (As
amended 4/29/91.)

             SECTION 2.15. POSTPONEMENT OF SHAREHOLDERS' MEETINGS. Any meeting
of the shareholders may be postponed prior to the record date by the Board of
Directors or by the Chairman. Written or printed notice of the postponement
shall be delivered not less than 10 days nor more than 60 days before the date
set for the meeting, either personally or by mail to each shareholder of record
entitled to vote. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his or her
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid. (As adopted 2/11/91.)

             SECTION 2.16.  NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.


             (a)     ANNUAL MEETING OF SHAREHOLDERS.

                     (1)      Nominations of persons for election to the Board
of Directors of the Corporation and the proposal of business to be considered by
the shareholders may be made at an annual meeting of shareholders (i) pursuant
to the Corporation's notice of meeting, (ii) by or at the direction of the Board
of Directors, or (iii) by any shareholder of the Corporation who was a
shareholder of record at the time of giving of notice provided for in this
By-law, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this By-law.

                     (2)      For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to Subsection
2.15(a)(1)(iii), the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than sixty days nor more than ninety days prior to the
first anniversary of the preceding year's annual meeting of shareholders;
provided, however, that, if the date of the annual meeting is advanced by more
than thirty days or delayed by more than sixty days from such anniversary date,
notice by the shareholder, to be timely, must be so delivered not earlier than
ninety days prior to such annual meeting and not later than the close of
business on the later of the sixtieth day prior to such annual meeting or the
tenth day following the date on which public announcement of the date of such
meeting is first made. Such shareholder's notice shall set forth:

                              (i)      as to each person whom the shareholder
proposes to nominate for election or reelection as a Director, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a Director if elected;

                              (ii)     as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting, and any material interest of such shareholder in
such business and the beneficial owner, if any, on whose behalf the proposal is
made; and (iii) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made, the name and
address of such shareholder and of such beneficial owner as they appear on the
Corporation's books, and the class and number of shares of the Corporation which
are owned beneficially and of record by such shareholder and such beneficial
owner.

                     (3)      Notwithstanding anything in the second sentence
of Subsection 2.15(a)(2) to the contrary, if the number of Directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement by the Corporation naming all



the nominees for Director or specifying the size of the increased Board of
Directors at least seventy days prior to the first anniversary of the preceding
year's annual meeting of shareholders, a shareholder's notice required by this
By-law shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it is delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the tenth day following the date on which such public
announcement is first made by the Corporation.

             (b) SPECIAL MEETINGS OF SHAREHOLDERS. Nominations of persons for
election to the Board of Directors may be made at a special meeting of
shareholders at which Directors are to be elected pursuant to the Corporation's
notice of meeting (1) by or at the direction of the Board of Directors or (2) by
any shareholder of the Corporation who was a shareholder of record at the time
of giving of notice provided for in this By-law, who is entitled to vote at the
meeting, and who complies with the notice procedures set forth in this By-law.
Nominations by shareholders of persons for election to the Board of Directors
may be made at such a special meeting of shareholders if the shareholder's
notice required by Subsection 2.15(a)(2) is delivered to the Secretary at the
principal executive offices of the Corporation no earlier than ninety days prior
to such special meeting and not later than the close of business on the later of
the sixtieth day prior to such special meeting or the tenth day following the
date on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting.

             (c)     GENERAL.

                     (1)      Only persons who are nominated in accordance with
the procedures set forth in this By-law shall be eligible to serve as Directors,
and only such business shall be conducted at a meeting of shareholders as shall
have been brought before the meeting in accordance with the procedures set forth
in these By-laws. Except as otherwise provided by law, the Articles of
Incorporation, or the By-laws of the Corporation, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with the
procedures set forth in these By-laws and, if any proposed nomination or
business is not in compliance with these By-laws, to declare that such defective
proposal or nomination shall be disregarded.

                     (2)      For purposes of this By-law, "public announcement"
means disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14, or 15(d) of the Exchange Act.

                     (3)      Notwithstanding the foregoing provisions of this
By-law, a shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-law. Nothing in this By-law


shall be deemed to affect any rights of shareholders to request inclusion
of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act. (As adopted 4/19/91.)

                          ARTICLE 3. BOARD OF DIRECTORS

             SECTION 3.01. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all such powers of the Corporation and may do all such lawful acts
and things as are not by law or the Articles of Incorporation or these By-laws
expressly required to be exercised or done by the shareholders.

             SECTION 3.02. ELECTION OF DIRECTORS. Subject to the Articles of
Incorporation, the common shareholders shall elect one class of Directors at
each annual meeting of shareholders. At each election of Directors, each common
shareholder entitled to vote shall have the right to vote, in person or by
proxy, the number of common shares owned by him and entitled to vote, for as
many persons as the number of the class to be elected. Cumulative voting shall
not be permitted. The election of Directors may be conducted by written ballot,
but need not be conducted by written ballot unless required by a rule or motion
adopted by the shareholders. (As amended 2/12/76.)

             SECTION 3.03. NUMBER, TERMS, CLASSIFICATION, AND QUALIFICATIONS.
Subject to the Articles of Incorporation:


             (a) The number of Directors shall be eleven. (As amended 10/29/80,
1/31/83, 2/5/85, 8/5/86, 3/13/90, 5/5/92, 11/2/92, 5/11/93, 2/14/94, 5/10/94,
11/13/95, 5/14/96, 3/4/98 and 7/29/98.)

             (b) The Directors shall be divided into three classes, each of
which shall be as nearly equal in number as possible. The term of office of one
class shall expire in each year. At each annual meeting of the shareholders a
number of Directors equal to the number of the class whose term expires at the
annual meeting shall be elected for a term ending when Directors are elected at
the third succeeding annual meeting. Section 6.03 of the Articles of
Incorporation shall apply if there is a failure in any one or more years to
elect one or more Directors or to elect any class of Directors. (As amended
2/4/86.)

             (c) The number of Directors may be increased or decreased from time
to time by amendment of this Section, but no decrease shall have the effect of
shortening the term of any incumbent Director. Any new Directorships shall be
assigned to classes, and any decrease in the


number of Directors shall be scheduled, in such a manner that the three classes
of Directors shall be as nearly equal in number as possible.

             (d) The term of each Director shall begin at the time of his
election. Unless sooner removed as provided in the Articles of Incorporation or
elected to fill a vacancy with a shorter unexpired term pursuant to Section
3.04, each Director shall serve for a term ending when Directors are elected at
the third succeeding annual meeting of shareholders.

However, any Director may resign at any time by delivering his written
resignation to the Chairman, Vice-Chairman, President, or Secretary of the
Corporation. The resignation shall take effect immediately upon delivery, unless
it states a later effective date. (As amended 8/1/79.)

             (e) Directors need not be residents of the State of Iowa or
shareholders of the Corporation. (As amended 4/23/64, 4/15/70, 2/12/76, 7/23/76,
1/11/77, 4/18/77, 7/28/77, 7/29/77, 2/27/78, and 2/4/86.)

             SECTION 3.04. VACANCIES IN BOARD. Any vacancy occurring in the
Board of Directors for any reason, and any Directorship to be filled by reason
of an increase in the number of Directors, may be filled by the affirmative vote
of a majority of the Directors then in office even if less than a quorum
(notwithstanding Sections 3.09 and 3.11). Except as otherwise provided in
Section 6.03 of the Articles of Incorporation, a Director elected as provided in
this Section shall be elected for the unexpired term of his predecessor in
office or the unexpired term of the class of Directors to which his new
Directorship is assigned. However, if a Director is elected to fill a vacancy
caused by the resignation of a predecessor whose resignation has not yet become
effective, the new Director's term shall begin when his predecessor's
resignation becomes effective. (As amended 4/23/64 and 2/12/76.)

             SECTION 3.05. REGULAR MEETINGS. A regular meeting of the Board of
Directors may be held without notice other than this Section, promptly after and
at the same place as each annual meeting of shareholders. Other regular meetings
of the Board of Directors may be held at such time and at such places as shall
be fixed by (or pursuant to authority granted by) resolution or motion adopted
by the Board of Directors from time to time, without notice other than such
resolution or motion. However, unless both the time and place of a regular
meeting shall be fixed by the Board of Directors, notice of such meeting shall
be given as provided in Section 3.08.

             SECTION 3.06. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called, and the time and place thereof fixed, by the Chairman
of the Board of Directors or the Vice-Chairman or the President or the Secretary
or by a majority of the Directors then in office. (As amended 4/23/64 and
8/1/79.)


             SECTION 3.07. PLACE OF MEETINGS. Any regular meeting or special
meeting of the Board of Directors may be held at any place, either within or
without the State of Iowa. The place of each meeting of the Board of Directors
shall be fixed as provided in these By-laws, or by waiver or waivers of notice
fixing the place of such meeting and signed by all Directors then in office. If
no designation is made of the place of a meeting of the Board of Directors, the
place of meeting shall be the registered office of the Corporation in the State
of Iowa.

             SECTION 3.08. NOTICE OF SPECIAL MEETINGS. Written or printed notice
stating the place, day, and hour of a special meeting of the Board of Directors
shall be delivered before the time of the meeting, either personally or by mail
or by telegram, by or at the direction of the President, the Secretary, or the
officer or persons calling the meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail addressed to the
Director at his address as it appears on the records of the Corporation, with
postage thereon prepaid. If given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company, addressed to
the Director at his address as it appears on the records of the Corporation.
Neither the business to be transacted at, nor the purpose of, any meeting of the
Board of Directors need be specified in the notice of such meeting. (As amended
7/7/88.)

             SECTION 3.09. QUORUM. Except as otherwise expressly provided by the
Articles of Incorporation or these By-laws, a majority of the number of
Directors fixed by these By-laws shall constitute a quorum at any meeting of the
Board of Directors.

             SECTION 3.10. ADJOURNED MEETINGS. Any meeting of the Board of
Directors may be adjourned from time to time and to any place, without further
notice, by the affirmative vote of a majority of the Directors present at the
meeting, even if less than a quorum. At any adjourned meeting at which a quorum
shall be present, any business may be conducted which might have been transacted
at the meeting as originally notified. (As amended 4/29/91.)

             SECTION 3.11. VOTE REQUIRED FOR ACTION. Except as otherwise
provided in these By-laws, the affirmative vote of a majority of the number of
Directors fixed by these By-laws shall be required for and shall be sufficient
for the adoption of any motion or resolution or the taking of any action at any
meeting of the Board of Directors. However, the following actions may be taken
by the affirmative vote of a majority of the Directors present at the meeting,
even if less than a quorum: election or appointment of a Chairman or temporary
Secretary of the meeting (if necessary), or adoption of any motion to adjourn or
recess the meeting or any proper amendment of any such motion. Whenever the
minutes of any meeting of the Board of Directors shall state that any motion or
resolution was adopted or that any action was taken at such meeting of the Board
of Directors, such minutes shall be prima facie evidence that such motion or
resolution was duly adopted or that such action was duly taken by the required
vote, and such minutes need not state the number of Directors voting for and
against such motion, resolution, or





action.

             SECTION 3.12. VOTING. Each Director (including, without limiting
the generality of the foregoing, any Director who is also an officer of the
Corporation and any Director presiding at a meeting) may vote on any question at
any meeting of the Board of Directors, except as otherwise expressly provided in
these By-laws. (As amended 4/23/64.)

             SECTION 3.13. ORGANIZATION. The Chairman of the Board of Directors
or the Vice-Chairman or the President or a Vice-President, as provided in these
By-laws, shall preside at each meeting of the Board of Directors; but if the
Chairman of the Board of Directors, the Vice-Chairman, the President, and each
Vice-President shall be absent or refuse to act, the Board of Directors may
elect or appoint a Chairman to preside at the meeting. The Secretary or an
Assistant Secretary, as provided in these By-laws, shall act as Secretary of
each meeting of the Board of Directors; but if the Secretary and each Assistant
Secretary shall be absent or refuse to act, the Board of Directors may elect or
appoint a temporary Secretary to act as Secretary of the meeting. (As amended
4/23/64 and 8/1/79.)

             SECTION 3.14. RULES AND ORDER OF BUSINESS. The Board of Directors
may adopt such rules and regulations, not inconsistent with applicable law or
the Articles of Incorporation or these By-laws, as the Board of Directors deems
advisable for the conduct of its meetings. Except as otherwise expressly
required by law or the Articles of Incorporation or these By-laws or such rules
or regulations, meetings of the Board of Directors shall be conducted in
accordance with Robert's Rules of Order, Revised (as further revised from time
to time). Unless otherwise determined by the Board of Directors, the order of
business at the first meeting of the Board of Directors held after each annual
meeting of shareholders, and at other meetings of the Board of Directors to the
extent applicable, shall be as follows:

                     (1)    Roll call or other determination of attendance and
                            quorum.


                     (2)    Proof of notice of meeting.


                     (3)    Reading and action upon minutes of preceding meeting
and any other unapproved minutes.


                     (4)    Report of President.


                     (5)    Reports of other officers and committees.


                     (6)    Election of officers.


                     (7)    Unfinished business.


                     (8)    New business.


                     (9)    Adjournment.


Failure to comply with the requirements of this Section shall not affect the
validity of any action taken at any meeting unless (a) specific and timely
objection is made at the meeting and (b) the person complaining thereto sustains
direct and material damage by reason of such failure.

             SECTION 3.15. PRESUMPTION OF ASSENT. A Director of the Corporation
who is present at a meeting of the Board of Directors or a committee thereof at
which action on any corporate matter is taken, shall be presumed to have
assented to the action taken unless his dissent shall be entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as the Secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered or certified mail to the Secretary
of the Corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a Director who voted in favor of such action.

             SECTION 3.16. WAIVER OF NOTICE BY DIRECTORS. Whenever any notice
whatsoever is required to be given to any Director of the Corporation under any
provision of law or the Articles of Incorporation or these By-laws, a waiver
thereof in writing signed by the Director or Directors entitled to such notice,
whether signed before or after the time of the meeting or event of which notice
is required, shall be deemed equivalent to the giving of such notice. Neither
the business to be transacted at, nor the purpose of, any meeting of the Board
of Directors need be specified in any waiver of notice of such meeting. The
attendance of any Director at any meeting of the Board of Directors shall
constitute a waiver by such Director of any notice of such meeting to which such
Director would otherwise be entitled, and shall constitute consent by such
Director to the place, day, and hour of such meeting and all business which may
be conducted at such meeting, unless such Director attends such meeting and
objects at such meeting to any business conducted because the meeting is not
lawfully called or convened. (As amended 4/29/91.)

             SECTION 3.17. INFORMAL ACTION BY DIRECTORS. Any action required by
law or the Articles



of Incorporation or these By-laws to be taken by vote of or at a meeting of the
Board of Directors, or any action which may or could be taken at a meeting of
the Board of Directors (or of a committee of Directors), may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by all of the Directors then in office (or all of the members of such
committee, as the case may be). Such consent shall have the same force and
effect as unanimous vote. The signing by each such Director (or by each member
of such committee) of any one of several duplicate originals or copies of the
instrument evidencing such consent shall be sufficient. The written instrument
or instruments evidencing such consent shall be filed with the Secretary, and
shall be kept by the Secretary as part of the minutes of the Corporation. Such
action shall be deemed taken on the date of such written instrument or
instruments as stated therein, or on the date of such filing with the Secretary,
whichever of such two dates occurs first. (As amended 4/23/64.)

             SECTION 3.18. COMMITTEES. The Board of Directors, by resolution
adopted by the affirmative vote of a majority of the number of Directors fixed
by Section 3.03, may designate one or more committees (including, without
limiting the generality of the foregoing, an Executive Committee). Each
committee shall consist of two or more Directors elected or appointed by the
Board of Directors. To the extent provided in such resolution as initially
adopted and as thereafter supplemented or amended by further resolution adopted
by a like vote, any such committee shall have and may exercise, when the Board
of Directors is not in session, all the authority and powers of the Board of
Directors. However, no committee shall have or exercise any authority prohibited
by law.

No member of any committee shall continue to be a member thereof after he ceases
to be a Director of the Corporation.

Unless otherwise ordered by the Board of Directors, the affirmative vote or
consent in writing of all members of a committee shall be required for the
adoption of any motion or resolution or the taking of any action by any such
committee, except that an alternate member may take the place of any absent
member to the extent hereinafter provided.

The Board of Directors may elect or appoint one or more Directors as alternate
members of any such committee. Any such alternate member may take the place of
any absent member, upon request by the Chairman of the Board of Directors or the
Vice-Chairman or the President or the Chairman of such committee. The vote or
consent in writing of such alternate member in the absence of such member shall
have the same effect as the vote or consent in writing of such member. (As
amended 8/1/79.)

The Board of Directors may at any time increase or decrease the number of
members of any committee, fill vacancies therein, remove any member thereof,
adopt rules and regulations therefor, or change the functions or terminate the
existence thereof. The designation of any


committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors or any Director of any responsibility imposed by law. (As
amended 4/23/64.)

             SECTION 3.19. COMPENSATION. The Board of Directors may fix or
provide for reasonable compensation of any or all Directors for services
rendered to the Corporation as Directors, officers, or otherwise, including,
without limiting the generality of the foregoing, payment of expenses of
attendance at meetings of the Board of Directors or committees, payment of a
fixed sum for attendance at each meeting of the Board of Directors or a
committee, salaries, bonuses, pensions, pension plans, pension trusts,
profit-sharing plans, stock bonus plans, stock option plans (subject to approval
of the shareholders if required by law), and other incentive, insurance, and
welfare plans, whether or not on account of prior services rendered to the
Corporation. No such compensation shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.

                               ARTICLE 4. OFFICERS

             SECTION 4.01. NUMBER AND DESIGNATION. The officers of the
Corporation shall be a Chairman of the Board of Directors, a Vice-Chairman, a
President, one or more Vice-Presidents, a Secretary, a Treasurer, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
as the Board of Directors deems advisable. (As amended 4/23/64 and 8/1/79.)

             SECTION 4.02. ELECTION OR APPOINTMENT OF OFFICERS. At the first
meeting of the Board of Directors held after each annual meeting of
shareholders, the Board of Directors shall elect the officers specifically
referred to in Section 4.01, shall appoint certified public accountants to
perform the annual audit, and shall elect or appoint such other officers and
agents as the Board deems advisable. If in any year the election of officers
does not take place at such meeting, such election shall be held as soon
thereafter as may be convenient. In addition, the Board of Directors may from
time to time elect, appoint, or authorize any officer to appoint such other
officers and agents as the Board deems advisable. Any election may be conducted
by ballot, but need not be conducted by ballot unless required by a rule,
regulation, or motion adopted by the Board of Directors. (As amended 3/3/80.)

             SECTION 4.03. TENURE AND QUALIFICATIONS. Each officer, unless
sooner removed as provided in Section 4.04, shall hold office until his
successor shall be elected or appointed and shall qualify. However, any officer
may resign at any time by filing his written resignation with the President or
Secretary of the Corporation; and such resignation shall take effect immediately
upon such filing, unless a later effective date is stated therein. Officers need
not be residents of the State of Iowa or Directors or shareholders of the
Corporation. Any two or more offices may be held by the same person.


             SECTION 4.04. REMOVAL. Any officer or agent of the Corporation may
be removed by the Board of Directors whenever in its judgment the best interests
of the Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.

             SECTION 4.05. VACANCIES. Any vacancy occurring in any office for
any reason may be filled by the Board of Directors.


             SECTION 4.06. DUTIES AND POWERS OF OFFICERS. Except as otherwise
expressly provided by law or the Articles of Incorporation or these By-laws, the
duties and powers of all officers and agents of the Corporation shall be
determined and defined from time to time by the Board of Directors. Unless
otherwise determined by the Board of Directors, the officers referred to in the
following Sections shall have the duties and powers set forth in the following
Sections, in addition to all duties and powers of such officers prescribed by
law or by the Articles of Incorporation or other provisions of these By-laws.
However, the Board of Directors may from time to time alter, add to, limit,
transfer to another officer or agent, or abolish any or all of the duties and
powers of any officer or agent of the Corporation (including, without limiting
the generality of the foregoing, the duties and powers set forth in the
following Sections and in other provisions of these By-laws). Any person who
holds two or more offices at the same time may perform or exercise any or all of
the duties and powers of either or both of such offices in either or both of
such capacities.

             SECTION 4.07. CHAIRMAN OF THE BOARD OF DIRECTORS; VICE-CHAIRMAN;
PRESIDENT.

             (a) The Chairman of the Board of Directors shall preside at all
meetings of Shareholders and of the Board of Directors. He shall be responsible
for making recommendations concerning Board policies and committees, shall
maintain Board liaison with the President, and, when required, because of the
inability of the President to act or otherwise, shall have the same powers as
the President on behalf of the Corporation. He may from time to time, unless
otherwise ordered by the Board, authorize or direct the Vice-Chairman or
President to perform any of the duties or exercise any of the powers of the
Chairman. (As amended 10/27/77, 10/30/84, 2/15/88, and 7/29/91.)

             (b) The Vice-Chairman shall preside at meetings of the shareholders
or of the Board in the absence of the Chairman. He shall also perform such other
duties as the Chairman may authorize or direct. (As amended 7/29/91.)


             (c) The President shall be the chief executive officer of the
Corporation and, subject to the control of the Board, shall supervise, control,
and manage all of the business affairs of the Corporation. He shall report to
the Chairman when the Board is not in session. In the absence of the Chairman
and Vice-Chairman, the President shall preside at meetings of shareholders and
of the Board. Unless otherwise ordered by the Board, the President (1) may
employ, appoint and discharge such employees, agents, attorneys and accountants
(except the certified public accountants appointed by the Board pursuant to
Section 4.02) for the Corporation as he deems necessary or advisable, and shall
prescribe their authority, duties, powers, and compensation, including, if
appropriate, the authority to perform some or all of the duties or exercise some
or all of the powers of the President; (2) may make and enter into on behalf of
the Corporation all deeds, conveyances, mortgages, leases, contracts,
agreements, bonds, reports, releases, and other documents or instruments which
may in his judgment be necessary or advisable in the ordinary course of the
Corporation's business or which shall be authorized by the Board; (3) shall see
that all Corporation policies and all orders and resolutions of the Board are
carried into effect; and (4) shall have all the usual duties and powers of the
President of a corporation and such other duties and powers as may be prescribed
from time to time by the Board. (As amended 7/29/91.)

             SECTION 4.08. VICE-PRESIDENTS. Two or more Vice Presidents, one or
more of whom may also be designated as Executive Vice President or Senior Vice
President, each of whom shall have such duties and powers as may be prescribed
from time to time by the President or the Board of Directors. (As amended
4/23/64, 10/27/77 and 11/10/00.)

             SECTION 4.09. SECRETARY. The Secretary:

             (a)     shall, when present, act as Secretary of each meeting of
the shareholders and of the Board of Directors;

             (b)     shall keep the minutes of the meetings of the shareholders
and the Board of Directors in one or more books provided for that purpose;

             (c)     shall see that all notices are duly given and that lists
of shareholders are made and filed as required by law or the Articles of
Incorporation or these By-laws;

             (d)     shall be custodian of the corporate records and the seal
of the Corporation and shall, when duly authorized, see that the seal is affixed
to any instrument requiring it;

             (e)     shall keep a record of the Directors, giving the names and
addresses of all


Directors; and (As amended 4/23/64 and 2/19/79.)

             (f)     shall have all the usual duties and powers of the Secretary
of a corporation and such duties and powers as may be prescribed from time to
time by the President or the Board of Directors. (As amended 2/19/79.)


             SECTION 4.10.  TREASURER.  The Treasurer:

             (a)     shall have charge and custody of and be responsible for all
funds, securities, and Evidences of indebtedness belonging to the Corporation;

             (b)     shall receive and give receipts for moneys due and payable
to the Corporation from any source whatever;

             (c)     shall see that all such moneys are deposited in the name of
and to the credit of the Corporation in such depositories as shall be designated
by or pursuant to authority granted by the Board of Directors;

             (d)     shall cause the funds of the Corporation to be disbursed
when and as duly authorized to do so;

             (e) shall see that correct and complete books of account and
financial statements are kept and prepared in accordance with generally accepted
accounting principles except to the extent such duties are assigned by the
President to other officers or employees of the Corporation; (As amended
2/13/77.)

             (f) shall have all the usual duties and powers of the Treasurer of
a corporation and such duties and powers as may be prescribed from time to time
by the President or the Board of Directors; (As amended 2/13/77.)

             (g) shall keep at the registered office or principal place of
business of the Corporation a record of its shareholders (which shall be part of
the stock transfer books of the Corporation), giving the names and addresses of
all shareholders and the number and class of the shares held by each; and (As
amended 2/19/79.)


             (h) shall have charge of the stock transfer books of the
Corporation, and shall record the issuance and transfer of shares, except to the
extent that such duties shall be delegated by the Board of Directors to a
transfer agent or registrar. (As amended 2/19/79.)

             SECTION 4.11. ASSISTANT SECRETARIES. In the absence of the
Secretary or in the event of his death or inability or refusal to act, the
Assistant Secretary (or, if there shall be more than one, the Assistant
Secretaries in the order designated by the Board of Directors from time to time,
or, in the absence of any such designation, in the order in which their names
shall appear in the minutes showing their election) shall perform the duties and
exercise the powers of the Secretary. Each Assistant Secretary shall also have
such duties and powers as may be prescribed from time to time by the Secretary
or the President or the Board of Directors. (As amended 4/23/64.)

             SECTION 4.12. ASSISTANT TREASURERS. In the absence of the Treasurer
or in the event of his death or inability or refusal to act, the Assistant
Treasurer (or, if there shall be more than one, the Assistant Treasurers in the
order designated by the Board of Directors from time to time, or, in the absence
of any such designation, in the order in which their names shall appear in the
minutes showing their election) shall perform the duties and exercise the powers
of the Treasurer. Each Assistant Treasurer shall also have such duties and
powers as may be prescribed from time to time by the Treasurer or the President
or the Board of Directors. (As amended 4/23/64.)

             SECTION 4.13. COMPENSATION. The Board of Directors may fix or
provide for, or may authorize any officer to fix or provide for, reasonable
compensation of any or all of the officers and agents of the Corporation,
including, without limiting the generality of the foregoing, salaries, bonuses,
payment of expenses, pensions, pension plans, pension trusts, profit-sharing
plans, stock bonus plans, stock option plans (subject to approval of the
shareholders if required by law), and other incentive, insurance, and welfare
plans, whether or not on account of prior services rendered to the Corporation.
(As amended 4/23/64.)

             SECTION 4.14. BOND. The Board of Directors may require an officer
or agent to give a bond for the faithful performance of his duties, in such
amount and with such surety or sureties as the Board of Directors deems
advisable.

                       ARTICLE 5. SHARES AND CERTIFICATES

             SECTION 5.01.  ISSUANCE OF AND CONSIDERATION FOR SHARES.  Shares
and securities convertible into shares of the Corporation may be issued for such
consideration as shall be fixed


from time to time by the Board of Directors, and may be issued to such persons
as may be designated from time to time by or pursuant to authority granted by
the Board of Directors, except as otherwise required by law or the Articles of
Incorporation or these By-laws. (As amended 5/12/97.)

             SECTION 5.02.  RESTRICTIONS ON ISSUANCE OF SHARES AND CERTIFICATES.
No share of the Corporation shall be issued until such share is fully paid as
provided by law. (As amended 5/12/97.)


No fractional share or certificate representing any fractional share shall be
issued unless expressly authorized by the Board of Directors.

No new certificate shall be issued in place of any certificate until the old
certificate for a like number of shares shall have been surrendered and
cancelled, except as otherwise provided in Section 5.04.

             SECTION 5.03. CERTIFICATES REPRESENTING SHARES. Each shareholder
shall be entitled to a certificate or certificates representing the shares of
the Corporation owned by him. Certificates representing shares of the
Corporation shall be in such form as shall be determined by or pursuant to
authority granted by the Board of Directors. Each certificate shall be signed by
the President or a Vice-President and by the Secretary or an Assistant
Secretary, and the corporate seal may be affixed thereto. All certificates shall
be consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, and the number and
class of shares and date of issuance, shall be entered on the stock transfer
books of the Corporation.

             SECTION 5.04. LOST, DESTROYED, STOLEN, OR MUTILATED CERTIFICATES.
The Board of Directors may authorize a new certificate to be issued in place of
any certificate alleged to have been lost, destroyed, or stolen, or which shall
have been mutilated, upon production of such evidence and upon compliance with
such conditions as the Board of Directors may prescribe.

             SECTION 5.05. TRANSFER OF SHARES. Shares of the Corporation shall
be transferable only on the stock transfer books of the Corporation, by the
holder of record thereof or by his duly authorized attorney or legal
representative (who shall furnish such evidence of authority to transfer as the
Corporation or its agent may reasonably require), upon surrender to the
Corporation for cancellation of the certificate representing such shares, duly
endorsed or with a proper written assignment or power of attorney duly executed
and attached thereto, and with such proof of the authenticity of signatures as
the Corporation or its agent may reasonably require. The Corporation shall
cancel the old certificate, issue a new certificate to the person entitled
thereto, and record the transaction on its stock transfer books. However, if the
applicable



law permits shares to be transferred in a different manner, then to the extent
required to comply with such law all references in this Section to "shares"
shall mean the rights against the Corporation inherent in or arising out of such
shares.

             SECTION 5.06. SHAREHOLDERS OF RECORD; CHANGE OF NAME OR ADDRESS.
The Corporation shall be entitled to recognize the exclusive right of a person
shown on its stock transfer books as the holder of shares to receive notices and
dividends, to vote as such holder, and to have and exercise all other rights
deriving from such shares, and shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person,
whether or not it shall have actual or constructive notice thereof. Unless the
context or another provision of these By-laws clearly indicates otherwise, all
references in these By-laws to "shareholders" and "holders" shall mean the
shareholders of record as shown on the stock transfer books of the Corporation.

Each shareholder and each Director shall promptly notify the Secretary in
writing of his correct address and any change in his name or address from time
to time. If any shareholder or Director fails to give such notice, neither the
Corporation nor any of its Directors, officers, agents, or employees shall be
liable or responsible to such shareholder or Director for any error or loss
which might have been prevented if such notice had been given. (As amended
4/23/64.)

             SECTION 5.07.  REGULATIONS.  The Board of Directors may adopt such
rules and regulations, not inconsistent with applicable law or the Articles of
Incorporation or these By-laws, as it deems advisable concerning the issuance,
transfer, conversion, and registration of certificates representing shares of
the Corporation.

                          ARTICLE 6. GENERAL PROVISIONS

             SECTION 6.01. SEAL. The corporate seal shall be circular in form
and shall have inscribed thereon the name of the Corporation and the words
"Corporate Seal" and "Iowa". The seal may be affixed by causing it or a
facsimile thereof to be impressed or reproduced or otherwise.

             SECTION 6.02.  FISCAL YEAR.  The fiscal year of the Corporation
shall be fixed by the Board of Directors from time to time.

             SECTION 6.03. DIVIDENDS. The Board of Directors may from time to
time declare, and the Corporation may pay, dividends on the outstanding shares
in the manner and upon the terms and conditions provided by law and the Articles
of Incorporation.


             SECTION 6.04. EXECUTION OF DOCUMENTS AND INSTRUMENTS. All deeds and
conveyances of real estate, mortgages of real estate, and leases of real estate
(for an initial term of five years or more) to be executed by the Corporation
shall be signed in the name of the Corporation by the Chairman of the Board of
Directors or the Vice-Chairman or the President or a Vice-President and signed
or attested by the Secretary or an Assistant Secretary, and the corporate seal
shall be affixed thereto.

All other documents or instruments to be executed by the Corporation (including,
without limiting the generality of the foregoing, contracts, agreements, bonds,
reports, notices, releases, promissory notes, and evidences of indebtedness; and
deeds, conveyances, mortgages, and leases other than those referred to in the
preceding sentence) shall be signed in the name of the Corporation by any one or
more of the officers of the Corporation, with or without the corporate seal.

However, from time to time the Board of Directors or the Chairman of the Board
of Directors or the Vice-Chairman or the President may alter, add to, limit,
transfer to another officer or agent, or abolish the authority of any officer or
officers to sign any or all documents or instruments, or may authorize the
execution of any document or instrument by any person or persons, with or
without the corporate seal, and such action may be either general or confined to
specific instances. (As amended 4/23/64 and 8/1/79.)

             SECTION 6.05. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by or pursuant to authority granted by the Board of Directors. Such
authorization may be either general or confined to specific instances.

             SECTION 6.06. CHECKS AND DRAFTS. All checks and drafts issued in
the name of the Corporation shall be signed by such person or persons and in
such manner as shall be authorized by or pursuant to authority granted by the
Board of Directors.

             SECTION 6.07. VOTING OF SHARES OWNED BY CORPORATION. Any shares or
securities of any other corporation or company owned by this Corporation may be
voted at any meeting of shareholders or security holders of such other
corporation or company by the Chairman of the Board of Directors of this
Corporation. Whenever in the judgment of the Chairman of the Board of Directors
it shall be advisable for the Corporation to execute a proxy or waiver of notice
or to give a consent with respect to any shares or securities of any other
corporation or company owned by this Corporation, such proxy, waiver, or consent
shall be executed in the name of this Corporation, as directed by the Chairman
of the Board of Directors, without necessity of any



authorization by the Board of Directors. Any person or persons so designated as
the proxy or proxies of this Corporation shall have full right, power, and
authority to vote such shares or securities on behalf of this Corporation. In
the absence of the Chairman of the Board of Directors or in the event of his
death or inability to act, the Vice-Chairman may perform the duties and exercise
the powers of the Chairman of the Board of Directors under this Section. The
provisions of this Section shall be subject to any specific directions by the
Board of Directors. (As amended 4/23/64 and 8/1/79.)

             SECTION 6.08. INTEREST OF DIRECTORS IN TRANSACTIONS. In the absence
of fraud, any contract or other transaction between the Corporation and any or
all of its Directors (including, without limiting the generality of the
foregoing, any authorization of or payment of compensation to any Director or
officer of the Corporation), or between the Corporation and any person or party
in which any or all of the Directors of the Corporation are interested or with
which they are connected (whether as shareholders, directors, officers, owners,
partners, members, employees, or otherwise) shall be valid for all purposes,
notwithstanding the presence of such Director or Directors at the meeting of the
Board of Directors which shall act upon or with respect to such contract or
transaction, and notwithstanding his or their participation in and vote upon
such action, if the fact of such interest shall be disclosed or otherwise known
to the Board of Directors prior to or at the time of the taking of such action.
Such interested Director or Directors are hereby expressly authorized to vote
upon any action of the Board of Directors upon or with respect to such contract
or transaction; may be counted in determining whether a quorum is present; and
may be included in the majority necessary to take such action. Each Director of
the Corporation is hereby expressly relieved, in the absence of fraud, from any
liability which might otherwise exist or arise from contracting with the
Corporation for the benefit of himself or any person or party in which he may be
in any way interested or with which he may be in any way connected.

Any contract, transaction, or action of the Corporation or of the Board of
Directors which shall be ratified at any meeting of shareholders by the
affirmative vote of the holders of a majority of the outstanding common shares
entitled to vote, shall be as valid and as binding as though expressly
authorized in writing by every shareholder of the Corporation. However, any
failure of the shareholders to approve or ratify such contract, transaction, or
action, when and if submitted, shall not be deemed in any way to render the same
invalid or to deprive the Directors or officers of authority to proceed with
such contract, transaction, or action.

This Section shall not be construed to invalidate any contract or transaction
which would otherwise be valid, nor as a limitation upon the powers of the
Directors or officers, nor as a requirement that any contract or transaction of
the Corporation be approved or ratified by the shareholders.

             SECTION 6.09.  LIMITATION OF PERSONAL LIABILITY.  The limitation
of liability of Directors and officers shall be limited as follows:



             (a) No Director of the Corporation shall be liable to the
Corporation or to any shareholder or shareholders except as provided in the
Articles of Incorporation or applicable law. The liability of Directors shall be
limited or removed to the maximum extent provided either by the Articles of
Incorporation or by applicable law, and these provisions shall be liberally
construed to carry out this purpose. For purposes of this Section, "Director"
means any person who is or was a Director of the Corporation and any person who,
while a Director of the Corporation, is or was serving at the request of the
Corporation as a Director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
other enterprise, or employee benefit plan. Heirs, beneficiaries, and personal
representatives of the Director are included.

             (b)     No officer of the Corporation shall be liable to the
Corporation or to any shareholder or shareholders for any act, omission, or
negligence, except for loss directly resulting from his or her willful or
reckless misconduct. This Section is in addition to all other limitations of
liability contained in applicable law, the Articles of Incorporation, or other
provisions of these By-laws. The liability of officers shall be limited or
removed to the maximum extent provided by this Section, other provisions of
these By-laws, the Articles of Incorporation, or applicable laws, and these
By-laws shall be liberally construed to carry out this purpose. (As amended
5/12/97.)

             SECTION 6.10. INDEMNIFICATION. The Corporation may advance expenses
and indemnify any Qualified Person. For purposes of this Section, "Qualified
Person" means any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding
(whether civil, criminal, administrative, or investigative including, without
limitation, an action or suit by or in the right of the Corporation)
(collectively, "Action") by reason of the fact that he or she is or was a
Director, officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation, as a Director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, other enterprise, or employee benefit plan. The
indemnification may be against expenses (including attorneys' fees), judgments,
fines, and amounts paid or incurred in settlement which the Qualified Person
actually and reasonably incurred in connection with the Action, in the manner
and to the extent provided in this Section.

             (a)     Indemnification may be made in the following independent
and alternative methods:


                     (1)      In the manner and to the extent provided by Iowa
law;

                     (2)      If and to the extent that the Board of Directors
determines that the


person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation. This determination
may be made (notwithstanding Sections 3.09 and 3.11) by: (i) a majority vote of
a quorum consisting of Directors who are not at the time parties to the Action;
(ii) if a quorum cannot be obtained under (i), a majority vote of a committee
duly designated by the Board of Directors, in which designation Directors who
are parties may participate, consisting solely of two or more Directors not at
the time parties to the proceeding; (iii) special legal counsel, selected by the
Board of Directors by a majority vote of a quorum consisting of Directors who
are not parties at the time to the Action or, if the requisite quorum of the
full Board cannot be obtained, by a majority vote of the full Board, in which
Directors who are parties may participate; or (iv) the shareholders.

                     (3)      In accordance with any agreement authorized by the
Board of Directors before the commencement of the Action;

                     (4)      If and to the extent authorized by action of the
shareholders; or

                     (5)      In any other manner not prohibited by Iowa law.

             (b)     Restrictions and presumptions required by law with regard
to indemnification referred to in Subsection (a)(1) shall not apply to
indemnification under Subsections (a)(2), (3), (4), or (5); provided, however,
that indemnification shall not be provided in any case for:

                     (1)      A breach of a person's duty of loyalty to the
Corporation or its shareholders;

                     (2)      Acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of the law;

                     (3)      A transaction from which the person derives an
improper personal benefit; or

                     (4)      Acts arising under Iowa Code Section 490.858, as
amended from time to time.

             (c)     To the extent that a Qualified Person has been successful
on the merits or otherwise in defense of any Action, or in defense of any claim,
issue, or material therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably



incurred by him or her in connection with such Action.

             (d)     Any indemnification of a Qualified Person may be both as to
action in his or her official capacity and as to action in another capacity
while holding such official capacity; shall continue as to a Qualified Person
who has ceased to be a Director, officer, employee, or agent; and shall inure to
the benefit of the heirs, beneficiaries, and personal representatives of the
Qualified Person.

             (e)     Indemnification may be made either by direct payment by the
Corporation or by reimbursement to the Qualified Person. (As amended 2/15/88 and
5/12/97.)

             SECTION 6.11.  RELIANCE ON DOCUMENTS.  Each Director and officer
shall, in the performance of his duties, be fully protected in relying and
acting in good faith upon the books of account or other records of the
Corporation, or reports made or financial statements presented by any officer of
the Corporation or by an independent public or certified public accountant or
firm of such accountants or by an appraiser selected with reasonable care by the
Board of Directors or by any committee thereof; and each Director and officer is
hereby expressly relieved from any liability which might otherwise exist or
arise from or in connection with any such action.

             SECTION 6.12. EFFECT OF PARTIAL INVALIDITY. If a court of competent
jurisdiction shall adjudge to be invalid any clause, sentence, paragraph,
section, or part of the Articles of Incorporation or these By-laws, such
judgment or decree shall not affect, impair, invalidate, or nullify the
remainder of the Articles of Incorporation or these By-laws, but the effect
thereof shall be confined to the clause, sentence, paragraph, section, or part
so adjudged to be invalid.

             SECTION 6.13. DEFINITIONS. Any word or term which is defined in the
Iowa Business Corporation Act shall have the same meaning wherever used in the
Articles of Incorporation or in these By-laws, unless the context or another
provision of the Articles of Incorporation or these By-laws clearly indicates
otherwise. Wherever used in the Articles of Incorporation or in these By-laws,
unless the context or another provision of the Articles of Incorporation or
these By-laws clearly indicates otherwise, the use of the singular shall include
the plural, and vice versa; and the use of any gender shall be applicable to any
other gender. Wherever used in the Articles of Incorporation or in these
By-laws, the word "written" shall mean written, typed, printed, duplicated, or
reproduced by any process. (As amended 4/23/64.)

             SECTION 6.14. AUTHORITY TO CARRY OUT RESOLUTIONS AND MOTIONS. Each
resolution or motion adopted by the shareholders or by the Board of Directors
shall be deemed to include the following provision, unless the resolution or
motion expressly negates this provision: The officers of the Corporation are
severally authorized on behalf of the Corporation to do all acts


and things which may be necessary or convenient to carry out this resolution
(motion), including, without limitation, the authority to make, execute, seal,
deliver, file, and perform all appropriate contracts, agreements, certificates,
documents, and instruments.

The foregoing provision shall automatically be a part of the resolution or
motion even though not stated in the minutes; and any officer may state or
certify that the foregoing provision is included in the resolution or motion.
(Added entire section 8/3/82.)

                              ARTICLE 7. AMENDMENTS

             SECTION 7.01. RESERVATION OF RIGHT TO AMEND. The Corporation
expressly reserves the right from time to time to amend these By-laws, in the
manner now or hereafter permitted by the provisions of the Articles of
Incorporation and these By-laws, whether or not such amendment shall constitute
or result in a fundamental change in the purposes or structures of the
Corporation or in the rights or privileges of shareholders or others or in any
or all of the foregoing. All rights and privileges of shareholders or others
shall be subject to this reservation. Wherever used in these By-laws with
respect to the By-laws, the word "amend," "amended," or "amendment" includes and
applies to the amendment, alteration, or repeal of any or all provisions of the
By-laws or the adoption of new By-laws. (As amended 4/28/66.)

             SECTION 7.02.  PROCEDURE TO AMEND.  Any amendment to these By-laws
may be adopted at any meeting of the Board of Directors by the affirmative vote
of a majority of the number of Directors fixed by Section 3.03. No notice of any
proposed amendment to the By-laws shall be required. (As amended 4/28/66.)