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                                                                   EXHIBIT 3.2


                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                                AMERUS GROUP CO.


                                    ARTICLE I

PRINCIPAL OFFICE

Section 1.1. The location of the principal office of AmerUs Group Co. (the
"Corporation") in the State of Iowa will be identified in the Corporation's
annual report filed with the Iowa Secretary of State. The Corporation may have
such other offices either within or without the State of Iowa as the business of
the Corporation may from time to time require.

                                   ARTICLE II

REGISTERED OFFICE AND AGENT

Section 2.1. The initial registered agent and office of the Corporation are set
forth in the Amended and Restated Articles of Incorporation. The registered
agent or registered office, or both, may be changed by resolution of the Board
of Directors.

                                   ARTICLE III

MEETINGS OF SHAREHOLDERS

SECTION 3.1. ANNUAL MEETING.

The annual meeting of the shareholders for the election of directors and for the
transaction of such other business as may properly come before the meeting,
shall be held on such date and at such time as may be fixed from time to time by
the Board of Directors or if no date and time are so fixed, at 2:00 p.m. on the
second Thursday in May of each year at such place as the Board of Directors
shall each year fix. The date of the annual meeting of shareholders shall in all
events be within the earlier of the first six (6) months after the end of the
Corporation's fiscal year or fifteen (15) months after the shareholders' last
annual meeting.

SECTION 3.2. SPECIAL MEETINGS.

Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by law (which for purposes of these bylaws shall mean as
required from time to time by the Iowa Business Corporation Act (the "IBCA") or
the Amended and Restated Articles of Incorporation of the Corporation), may be
called by the Chairman of the Board or the Board of Directors, and shall be
called by the Board of Directors upon the written demand, signed, dated and
delivered to



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the Secretary, of the holders of at least ten percent (10%) of all
the votes entitled to be cast on any issue proposed to be considered at the
meeting. Such written demand shall state the purpose or purposes for which such
meeting is to be called. The time, date and place of any special meeting shall
be determined by the Board of Directors.

SECTION 3.3. NOTICES AND REPORTS TO SHAREHOLDERS.

     (a) Notice of the place, date and time of all meetings of shareholders and,
     in the case of a special meeting, the purpose or purposes for which the
     meeting is called, shall be communicated not fewer than ten (10) days nor
     more than sixty (60) days before the date of the meeting to each
     shareholder entitled to vote at such meeting. The Board of Directors may
     establish a record date for the determination of shareholders entitled to
     notice, as provided in Section 3.5 of these bylaws. Notice of adjourned
     meetings need only be given if required by law or Section 3.7 of these
     bylaws.

     (b) In the event (i) of the issuance, or the authorization for issuance of
     shares for promissory notes or promises to render services in the future,
     or (ii) of any indemnification of or advancement of expenses to a director
     required by law to be reported to shareholders, the Corporation shall
     report the same to the shareholders with or before the notice of the next
     shareholders' meeting, including, in the case of issuance of shares, the
     number of shares and the consideration received.

     (c) In the event corporate action is taken without a meeting in accordance
     with the IBCA by less than unanimous written consent, prompt notice of the
     taking of such corporate action shall be given to those shareholders who
     have not consented in writing.

     (d) If notice of proposed corporate action is required by law to be given
     to shareholders not entitled to vote and the action is to be taken by
     consent of the voting shareholders, the Corporation shall give all
     shareholders written notice of the proposed action at least ten (10) days
     before the action is taken. The notice must contain or be accompanied by
     the same material that would have been required to be sent to shareholders
     not entitled to vote in a notice of meeting at which the proposed action
     would have been submitted to the shareholders for action.

SECTION 3.4. WAIVER OF NOTICE.

     (a) Any shareholder may waive any notice required by law or these bylaws if
     in writing and signed by any shareholder entitled to such notice, whether
     before or after the date and time stated in such notice. Such a waiver
     shall be equivalent to notice to such shareholder in due time as required
     by law or these bylaws. Any such waiver shall be delivered to the
     Corporation for inclusion in the minutes or filing with the corporate
     records.

     (b) A shareholder's attendance at a meeting, in person or by proxy, waives
     (i) objection to lack of notice or defective notice of such meeting, unless
     the shareholder at the beginning of the meeting or promptly upon the
     shareholder's arrival objects to holding the meeting or transacting
     business at the meeting, and (ii) objection to consideration of a
     particular matter



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     at the meeting that is not within the purpose or purposes described in the
     meeting notice, unless the shareholder objects to considering the matter
     when it is presented.

SECTION 3.5. RECORD DATE.

The Board of Directors may fix, in advance, a date as the record date for any
determination of shareholders for any purpose, such date in every case to be not
more than seventy (70) days prior to the date on which the particular action or
meeting requiring such determination of shareholders is to be taken or held. If
no record date is so fixed for the determination of shareholders, the close of
business on the day before the date on which the first notice of a shareholders'
meeting is communicated to shareholders or the date on which the Board of
Directors authorizes a share dividend or a distribution (other than one
involving a repurchase or reacquisition of shares), as the case may be, shall be
the record date for such determination of shareholders. 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, unless the adjourned meeting is scheduled to be reconvened on a date
which is more than 120 days after the date fixed for the original meeting or
unless the Board of Directors selects a new record date or unless a new record
date is required by law.

SECTION 3.6. SHAREHOLDERS' LIST.

After fixing a record date for a meeting, the Corporation shall prepare an
alphabetical list of the names of all shareholders who are entitled to notice of
a shareholders' meeting. The list must be arranged by voting group and within
each voting group by class or series of shares, and show the address of and
number of shares held by each shareholder. The shareholders' list must be
available for inspection by any shareholder beginning two (2) business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting, at the Corporation's principal office or at a
place identified in the meeting notice in the city where the meeting will be
held. A shareholder, or a shareholder's agent or attorney, is entitled on
written demand to inspect and, subject to the requirements of law, to copy the
list, during regular business hours and at such person's expense, during the
period it is available for inspection. The Corporation shall make the
shareholders' list available at the meeting, and any shareholder, or a
shareholder's agent or attorney, is entitled to inspect the list at any time
during the meeting or any adjournment.

SECTION 3.7. QUORUM.

     (a) At any meeting of the shareholders, one third of the votes entitled to
     be cast on the matter by a voting group constitutes a quorum of that voting
     group for action on that matter, unless the representation of a different
     number is required by law or the Articles of Incorporation, and in that
     case, the representation of the number so required shall constitute a
     quorum. If a quorum shall fail to attend any meeting, the chairperson of
     the meeting or a majority of the votes present may adjourn the meeting to
     another place, date or time.

     (b) When a meeting is adjourned to another place, date or time, notice need
     not be given of the adjourned meeting if the place, date and time thereof
     are announced at the meeting at



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     which the adjournment is taken; provided, however, that if the date of any
     adjourned meeting is more than one hundred twenty (120) days after the date
     for which the meeting was originally noticed, or if a new record date is
     fixed for the adjourned meeting, notice of the place, date and time of the
     adjourned meeting shall be given in conformity with these bylaws. At any
     adjourned meeting, any business may be transacted which might have been
     transacted at the original meeting.

     (c) Once a share is represented for any purpose at a meeting, it is deemed
     present for quorum purposes for the remainder of the meeting and for any
     adjournment thereof unless a new record date is or must be set for that
     adjourned meeting.

SECTION 3.8. ORGANIZATION.

     (a) The Chairman of the Board, or in the absence of the Chairman, such
     person as the Board of Directors may have designated, or, in the absence of
     such a person, such person as shall be designated by the holders of a
     majority of the votes present at the meeting, shall call meetings of the
     shareholders to order and shall act as presiding officer of such meetings.

     (b) The Secretary of the Corporation shall act as secretary at all meetings
     of the shareholders, but in the absence of the Secretary at any meeting of
     the shareholders, the presiding officer may appoint any person to act as
     secretary of the meeting.

SECTION 3.9. VOTING OF SHARES.

     (a) Every shareholder entitled to vote may vote in person or by proxy.
     Unless otherwise provided by law, directors shall be elected by a majority
     of the votes cast by the shares entitled to vote in the election at a
     meeting at which a quorum is present. Shareholders do not have the right to
     cumulate their votes for the election of directors.

     (b) The shareholders having the right to vote shares at any meeting shall
     be only those of record on the stock books of the Corporation, on the
     record date fixed by law or pursuant to the provisions of Section 3.5 of
     these bylaws.

     (c) Absent special circumstances approved by the Board of Directors, the
     shares of the Corporation held, directly or indirectly, by another
     corporation, are not entitled to vote if a majority of the shares entitled
     to vote for the election of directors of such other corporation is held by
     the Corporation. The foregoing does not limit the power of the Corporation
     to vote any shares held by the Corporation in a fiduciary capacity.

     (d) Voting by shareholders on any question or in any election may be viva
     voce unless the chairperson of the meeting shall order or any shareholder
     shall demand that voting be by ballot. On a vote by ballot, each ballot
     shall be signed by the shareholder voting, or in the shareholder's name by
     proxy, if there be such proxy, and shall state the number of shares voted
     by such shareholder.



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     (e) If a quorum exists, action on a matter, other than the election of
     directors, by a voting group is approved if the votes cast within the
     voting group favoring the action exceed the votes cast opposing the action,
     unless a greater number is required by law.

SECTION 3.10. VOTING BY PROXY OR REPRESENTATIVE.

     (a) At all meetings of the shareholders, a shareholder entitled to vote may
     vote in person or by proxy appointed in writing, which appointment shall be
     effective when received by the secretary of the meeting or other officer,
     agent or inspector authorized to tabulate votes. An appointment of a proxy
     is valid for eleven (11) months from the date of its execution, unless a
     longer period is expressly provided in the appointment form.

     (b) Shares held by an administrator, executor, guardian, conservator,
     receiver, trustee, pledgee, or another corporation may be voted as provided
     by law.

SECTION 3.11. INSPECTORS.

The Board of Directors in advance of any meeting of shareholders may (but shall
not be obligated to) appoint inspectors to act at such meeting or any
adjournment thereof. If inspectors are not so appointed, the officer or person
acting as presiding officer of any such meeting may, and on the request of any
shareholder or the shareholder's proxy, shall make such appointment. In case any
person appointed as inspector shall fail to appear or act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the meeting,
or at the meeting by the officer or person acting as presiding officer. The
inspectors shall register proxies, determine the number of shares outstanding,
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the authenticity, validity and effect of proxies, receive votes,
ballots, assents or consents, hear and determine all challenges and questions in
any way arising in connection with the vote, count and tabulate all votes,
assents and consents, determine and announce the result, and do such acts as may
appear proper to conduct the election or vote with fairness to all shareholders.
The maximum number of such inspectors appointed shall be three (3), and no
inspector whether appointed by the Board of Directors or by the officer or
person acting as presiding officer need be a shareholder.

SECTION 3.12. NEW BUSINESS AND NOMINATION.

     (a) At any annual meeting of the shareholders, only such business shall be
     conducted as shall have been brought before the meeting (i) by or at the
     direction of the Board of Directors or (ii) by any shareholder of the
     Corporation who is entitled to vote with respect thereto and who complies
     with the notice procedures set forth in this Section 3.12(a). For business
     to be properly brought before an annual meeting by a shareholder, the
     shareholder must have given a timely notice thereof in writing to the
     Secretary of the Corporation. To be timely, a shareholder's notice must be
     delivered or mailed to and received at the principal executive offices of
     the Corporation not less than (i) for the first such annual meeting after
     the effective date of these bylaws, before the close of business on the
     tenth day following the date on which notice of such meeting is first given
     to stockholders and (ii) thereafter, not less than thirty (30) days prior
     to the date of the annual meeting; provided, however, that in the event




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     that less than forty (40) days' notice or prior public disclosure of the
     date of the meeting is given or made to shareholders, notice by the
     shareholder to be timely must be received not later than the close of
     business on the 10th day following the day on which such notice of the date
     of the annual meeting was mailed or such public disclosure was made. A
     shareholder's notice to the Secretary shall set forth as to each matter
     such shareholder proposed to bring before the annual meeting (i) a brief
     description of the business desired to be brought before the annual meeting
     and the reasons for conducting such business at the annual meeting, (ii)
     the name and address, as they appear on the Corporation's books, of the
     shareholder proposing such business, (iii) the class and number of the
     Corporation's capital stock that are beneficially owned by such shareholder
     and (iv) any material interest of such shareholder in such business.
     Notwithstanding anything in these bylaws to the contrary, no business shall
     be brought before or conducted at an annual meeting except in accordance
     with the provisions of this Section 3.12(a). The officer of the Corporation
     or other person presiding over the annual meeting shall, if the facts so
     warrant, determine and declare to the meeting that business was not
     properly brought before the meeting in accordance with the provisions of
     this Section 3.12(a) and, if he should so determine, he shall so declare to
     the meeting and any such business so determined to be not properly brought
     before the meeting shall not be transacted. This provision shall not
     prevent the consideration and approval or disapproval at the annual meeting
     of reports of officers, directors, and committees, but, in connection with
     such reports, no new business shall be acted upon at such annual meeting
     unless stated and filed as herein provided.

     (b) At any special meeting of the shareholders, only such business shall be
     conducted as shall have been brought before the meeting by or at the
     direction of the Board of Directors, unless such special meeting of the
     shareholders was called in accordance with Section 3.2 of these By-laws
     pursuant to the written demand of at least ten percent (10%) of all the
     votes entitled to be cast on any issue proposed to be considered at such
     meeting, in which case only such business as is stated in the applicable
     written demand may be brought before the special meeting of the
     shareholders.

     (c) Only persons who are nominated in accordance with the procedures set
     forth in these bylaws shall be eligible for election as directors.
     Nominations of persons for election to the Board of Directors of the
     Corporation may be made at a meeting of shareholders at which directors are
     to be elected only (i) by or at the direction of the Board of Directors or
     (ii) by any shareholder of the Corporation entitled to vote for the
     election of directors at the meeting who complies with the notice
     procedures set forth in this Section 3.12(c). Such nominations, other than
     those made by or at the direction of the Board of Directors, shall be made
     by timely notice in writing to the Secretary of the Corporation. To be
     timely, a shareholder's notice shall be delivered or mailed to and received
     at the principal executive offices of the Corporation not less than (i) for
     the first such annual meeting after the effective date of these bylaws,
     before the close of business on the tenth day following the date on which
     notice of such meeting is first given to stockholders and (ii) thereafter,
     not less than 30 days prior to the date of the meeting; provided, however,
     that in the event that less than 40 days' notice or prior disclosure of the
     date of the meeting is given or made to shareholders, notice by the
     shareholder to be timely must be so received not later than the close of
     business on the 10th day following the day on which such notice of the date
     of the meeting was mailed or such





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     public disclosure was made. Such shareholder's notice shall set forth (i)
     as to each person whom such shareholder proposes to nominate for election
     or re-election 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
     14(a) under the Securities Exchange Act of 1934, as amended (including such
     person's written consent to being named in the proxy statement as a nominee
     and to serving as a director if elected); and (ii) as to the shareholder
     giving the notice (x) the name and address, as they appear on the
     Corporation's books, of such shareholder and (y) the class and number of
     shares of the Corporation's capital stock that are beneficially owned by
     such shareholder. At the request of the Board of Directors any person
     nominated by the Board of Directors for election as a director shall
     furnish to the Secretary of the Corporation that information required to be
     set forth in a shareholder's notice of nomination which pertains to the
     nominee. No person shall be eligible for election as a director of the
     Corporation unless nominated in accordance with the provisions of this
     Section 3.12(c). The officer of the Corporation or other person presiding
     at the meeting shall, if the facts so warrant, determine that a nomination
     was not made in accordance with such provisions and, if he or she should so
     determine, he or she shall so declare to the meeting and the defective
     nomination shall be disregarded.

SECTION 3.13. CONDUCT OF BUSINESS.

The presiding officer of any meeting of shareholders shall determine the order
of business and procedure at the meeting, including such regulation of the
manner of voting and the conduct of business as seem to him or her to be in
order.

                                   ARTICLE IV

BOARD OF DIRECTORS

SECTION 4.1. QUALIFICATIONS AND GENERAL POWERS.

No director is required to be an officer or employee or a shareholder of the
Corporation or a resident of the State of Iowa. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors. The
Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract or to execute and deliver any instrument in the name and
on behalf of the Corporation, and such authority may be general or confined to
specific instances.

SECTION 4.2. NUMBER OF DIRECTORS: TENURE.

The number of directors of the Corporation shall be not less than seven (7) nor
more than twenty-one (21), the exact number within such range to be determined
from time to time by resolution of the Board of Directors adopted by the
affirmative vote of a majority of the entire Board of Directors then in office.
The Board of Directors shall not be authorized to change the range or to change
to a fixed number of directors without the approval of the shareholders. At each
annual election commencing at the first annual meeting next following the end of
calendar year 1999,




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the successors to the class of directors whose term expires at that time shall
be elected by the shareholders to hold office for a term of three years to
succeed those directors whose term expires and until his or her successor shall
have been elected and qualified, or until his or her death, resignation or
removal.

SECTION 4.3. QUORUM AND MANNER OF ACTING.

A quorum of the Board of Directors consists of a majority of the number of
directors prescribed in accordance with Section 4.2. If at any meeting of the
board there be less than a quorum present, a majority of the directors present
may adjourn the meeting from time to time until a quorum shall be present.
Notice of any adjourned meeting need not be given. At all meetings of directors,
a quorum being present, the act of the majority of the directors present at the
meeting shall be the act of the Board of Directors.

SECTION 4.4. RESIGNATION.

Any director of the Corporation may resign at any time by delivering written
notice to the Chairman of the Board, the Board of Directors, or the Corporation.
A resignation is effective when the notice is delivered unless the notice
specifies a later effective date.

SECTION 4.5.REMOVAL.

A director shall be subject to removal, with or without cause, at a meeting of
the shareholders called for that purpose in the manner prescribed by law and
these By-laws.

SECTION 4.6. VACANCIES.

Any vacancy occurring in the Board of Directors through death, resignation,
removal or any other cause, including an increase in the number of directors,
may be filled by the Board of Directors. If the directors remaining in office
constitute fewer than a quorum of the board, they may fill the vacancy by the
affirmative vote of a majority of the remaining directors.

SECTION 4.7. COMPENSATION OF DIRECTORS.

The directors shall be entitled to be reimbursed for any expenses paid by them
on account of attendance at any regular or special meeting of the Board of
Directors and the board may fix the compensation of directors from time to time
by resolution of the board.

SECTION 4.8. PLACE OF MEETINGS, ETC.

The Board of Directors may hold its meetings at such place or places within or
without the State of Iowa. The Board of Directors may meet in person or via any
means of communication, including, but not limited to telephone conference call,
by which all directors participating may simultaneously hear each other during
the meeting. A director participating in a meeting by this means is deemed to be
present in person at the meeting.



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SECTION 4.9. ANNUAL MEETING.

Immediately after the final adjournment of each annual meeting of the
shareholders for the election of directors, or at such other time or place as
the Board of Directors shall designate, the Board of Directors shall meet for
the purpose of organization, the election of officers and the transaction of
other business. Notice of such meeting shall be given as set forth in Sections
4.10 and 4.11. Such meeting may be held at any other time or place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors or in a consent and waiver of notice thereof signed by all
the directors, at which meeting the same matters shall be acted upon as is above
provided.

SECTION 4.10. REGULAR MEETINGS.

Regular meetings of the Board of Directors shall be held at such place and at
such times as the Board of Directors shall by resolution fix and determine from
time to time. Notice of each such meeting shall be communicated to each director
at least five (5) days before the date on which the meeting is to be held.

SECTION 4.11. SPECIAL MEETINGS: NOTICE.

     (a) Special meetings of the Board of Directors shall be held whenever
     called by direction of the Chairman of the Board or one-fourth (1/4) of the
     directors at the time being in office.

     (b) Notice of each such meeting shall be communicated to each director at
     least two (2) days before the date on which the meeting is to be held. Each
     notice shall state the date, time and place of the meeting. Unless
     otherwise stated in the notice thereof, any and all business may be
     transacted at a special meeting. At any meeting at which every director
     shall be present, even without any notice, any business may be transacted.

SECTION 4.12. WAIVER OF NOTICE.

A director may waive any notice required by law or these bylaws if in writing
and signed by a director entitled to such notice, whether before or after the
date and time stated in such notice. Such a waiver shall be equivalent to notice
in due time as required by these bylaws. Attendance of a director at or
participation in a meeting shall constitute a waiver of notice of such meeting,
unless the director at the beginning of the meeting or promptly upon arrival
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.

SECTION 4.13. DIRECTOR'S ASSENT PRESUMED.

A director who is present at a meeting of the Board of Directors at which action
on any corporate matter is taken shall be presumed to have assented to the
action taken unless the director objects at the beginning of the meeting, or
promptly upon the director's arrival to holding it or transacting business at
the meeting, or the director's dissent or abstention shall be entered in the
minutes of the meeting or unless the director shall file a written dissent or
abstention to such action with the person acting as the secretary of the meeting
before the adjournment thereof or



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shall forward such dissent or abstention by registered or certified mail to the
Secretary immediately after the adjournment of the meeting. Such right to
dissent or abstain shall not apply to a director who voted in favor of such
action.

SECTION 4.14. ORDER OF BUSINESS.

     (a) At meetings of the Board of Directors, business shall be transacted in
     such order as, from time to time, the Chairman of the Board or the Board of
     Directors may determine.

     (b) At all meetings of the board, the Chairman of the Board or, in his or
     her absence, the person designated by the vote of a majority of the
     directors present shall preside.

SECTION 4.15. ACTION WITHOUT MEETING.

Any action required or permitted by law to be taken at any meeting of the Board
of Directors may be taken without a meeting if the action is taken by all the
directors and if one or more consents in writing describing the action so taken
shall be signed by each director then in office and included in the minutes or
filed with the corporate records reflecting the action taken. Action taken under
this section is effective when the last director signs the consent, unless the
consent specifies a different effective date.

SECTION 4.16. DIVIDENDS.

The Board of Directors may authorize and the Corporation may make distributions
to its shareholders in cash or property, but no distribution may be made if,
after giving it effect, either of the following would result:

     (a) The Corporation would not be able to pay its debts as they become due
     in the usual course of business; or

     (b) The Corporation's total assets would be less than the sum of its total
     liabilities plus, unless the Articles of Incorporation permit otherwise,
     the amount that would be needed, if the Corporation were to be dissolved at
     the time of this distribution, to satisfy the preferential rights upon
     dissolution of shareholders whose preferential rights are superior to those
     receiving the distribution.

The Board of Directors may base a determination that a distribution is not
prohibited either on financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances or on a fair
valuation or other method that is reasonable in the circumstances.



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                                    ARTICLE V

THE EXECUTIVE COMMITTEE AND OTHER COMMITTEES

SECTION 5.1.

The Board of Directors shall appoint an Executive Committee of not less than
three (3) nor more than five (5) directors. The members of the Executive
Committee shall serve at the will of the Board of Directors. The Executive
Committee shall have and may exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation
except when the Board of Directors is in session, subject to the limitations set
forth in Section 5.3 of these bylaws. The Executive Committee shall fix its own
rules governing the conduct of its activities.

SECTION 5.2. OTHER COMMITTEES.

The Board of Directors, by resolution adopted by the affirmative vote of a
majority of the number of directors then in office, may establish one or more
other committees of the Board of Directors, each committee to consist of two (2)
or more directors appointed by the Board of Directors. Any such committee shall
serve at the will of the Board of Directors. Each such committee shall have the
powers and duties delegated to it by the Board of Directors. The Board of
Directors may elect one or more of its members as alternate members of any such
committee who may take the place of any absent member or members at any meeting
of such committee, upon request of the Chief Executive Officer or the
chairperson of such committee. Each such committee shall fix its own rules
governing the conduct of its activities as the Board of Directors may request.

SECTION 5.3. LIMITATIONS.

A committee of the board shall not: (a) authorize distributions by the
Corporation; (b) approve or propose to shareholders of the Corporation action
that the law requires be approved by shareholders; (c) fill vacancies on the
Board of Directors of the Corporation or on any of its committees; (d) amend the
Articles of Incorporation of the Corporation; (e) adopt, amend or repeal bylaws
of the Corporation; (f) approve a plan of merger not requiring shareholder
approval; (g) authorize or approve reacquisition of shares by the Corporation,
except according to a formula or method prescribed by the Board of Directors; or
(h) authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences and limitations of a
class or series of shares, except that the Board of Directors may authorize a
committee or a senior executive officer of the Corporation to do so within
limits specifically prescribed by the Board of Directors.





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                                   ARTICLE VI

OFFICERS

SECTION 6.1. OFFICERS.

The officers of the Corporation shall be a Chairman of the Board, a Chief
Executive Officer, a President, one or more Vice Presidents, a Secretary, a
Treasurer and such other officers as may from time to time be appointed by the
Board of Directors. One person may hold the offices and perform the duties of
any two or more of said offices. In its discretion, the Board of Directors may
delegate the powers or duties of any officer to any other officer or agents,
notwithstanding any provision of these bylaws, and the Board of Directors may
leave unfilled for any such period as it may fix, any office except those of
Chairman of the Board, Chief Executive Officer, President, Treasurer and
Secretary. The officers of the Corporation shall be appointed annually by the
Board of Directors at the annual meeting thereof and shall perform such duties
as from time to time may be assigned to them by the Chief Executive Officer, the
President, or by the Board of Directors. Each such officer shall hold office
until the next succeeding annual meeting of the Board of Directors and until his
or her successor shall have been duly chosen and shall qualify or until his or
her death or until he or she shall resign or shall have been removed.

SECTION 6.2. RESIGNATION AND REMOVAL.

An officer may resign at any time by delivering notice to the Secretary. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date. Any officer may be removed by the Board of
Directors at any time with or without cause, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

SECTION 6.3. CHAIRMAN OF THE BOARD.

The Chairman of the Board shall, when present, preside at all meetings of the
shareholders. The Chairman of the Board shall, when present, preside at all
meetings of the Board of Directors. In general he or she shall perform all
duties incident to the office of Chairman of the Board and such other duties as
may be prescribed by the Board of Directors from time to time.

SECTION 6.4. POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER.

Subject to the control of the Board of Directors, the Chief Executive Officer
shall have general charge of and direct the operations of the Corporation and
shall be the Chief Executive Officer of the Corporation. The Chief Executive
Officer shall keep the Board of Directors fully informed and shall freely
consult with them concerning the business of the Corporation in his or her
charge. The Chief Executive Officer shall have authority to sign, execute and
acknowledge all contracts, checks, deeds, mortgages, bonds, leases or other
obligations on behalf of the Corporation as the Chief Executive Officer may deem
necessary or proper to be executed in the course of the Corporation's regular
business as authorized by the Board of Directors. The Chief Executive Officer
may sign, together with the Secretary or Assistant Secretary, certificates for
shares of stock of the Corporation. The Chief Executive Officer may sign in the
name of the Corporation reports and all other documents or instruments which are
necessary or proper to be




                                      -12-


<PAGE>   13



executed in the course of the Corporation's business. He or she shall perform
all duties incident to the office of Chief Executive Officer as herein defined,
and all such other duties as from time to time may be assigned by the Board of
Directors.

SECTION 6.5. POWERS AND DUTIES OF THE PRESIDENT.

In the absence of the Chief Executive Officer or in the event of his or her
death, inability or refusal to act, the President shall perform the duties of
the Chief Executive Officer and when so acting shall have the powers of and be
subject to all the restrictions upon the Chief Executive Officer. The President
may sign with the Secretary or Assistant Secretary all certificates for the
shares of stock of the Corporation. The President shall perform all duties
incident to the office of President, as herein defined, and all such other
duties as from time to time may be assigned by the Chief Executive Officer or by
the Board of Directors.

SECTION 6.6. POWERS AND DUTIES OF THE VICE PRESIDENT(S).

In the absence of the President or in the event of the death, inability or
refusal to act of the President, the Vice President (or in the event there is
more than one Vice President, the Vice President selected by the Board of
Directors) shall perform on an interim basis the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President may sign, with the Secretary
or Assistant Secretary, certificates for shares of stock of the Corporation; and
shall perform such other duties and have such authority as from time to time may
be assigned to such Vice President by the Chief Executive Officer, the President
or by the Board of Directors.

SECTION 6.7. POWERS AND DUTIES OF THE SECRETARY.

The Secretary shall (a) keep minutes of all meetings of the shareholders and of
the Board of Directors; (b) authenticate records of the Corporation and attend
to giving and serving all notices of the Corporation as provided by these bylaws
or as required by law; (c) be custodian of the corporate seal, if any, the stock
certificate books and such other books, records and papers as the Board of
Directors may direct; (d) keep a stock record showing the names of all persons
who are shareholders of the Corporation, their post office addresses as
furnished by each such shareholder, and the number of shares of each class of
stock held by them respectively, and timely prepare the list referred to in
Section 3.6; (e) sign with the Chief Executive Officer, the President or a Vice
President certificates for shares of stock of the Corporation, the issuance of
which shall have been duly authorized; and (f) in general, perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to the Secretary by the Chief Executive Officer or the Board of
Directors.

SECTION 6.8. POWERS AND DUTIES OF THE TREASURER.

The Treasurer shall (a) have custody of and be responsible for all moneys and
securities of the Corporation, shall keep full and accurate records and accounts
in books belonging to the Corporation, showing the transactions of the
Corporation, its accounts, liabilities and financial condition and shall see
that all expenditures are duly authorized and are evidenced by proper



                                      -13-


<PAGE>   14



receipts and vouchers; (b) deposit in the name of the Corporation in such
depository or depositories as are approved by the Board of Directors, all moneys
that may come into the Treasurer's hands for the Corporation's account; (c)
prepare annual financial statements that include a balance sheet as of the end
of the fiscal year and an income statement for that year; and (d) in general,
perform such duties as may from time to time be assigned to the Treasurer by the
Chief Executive Officer or by the Board of Directors.

SECTION 6.9. ASSISTANTS.

There shall be such number of Assistant Secretaries and Assistant Treasurers as
the Board of Directors may from time to time authorize and appoint. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary, or the Treasurer,
respectively, or by the Chief Executive Officer or the Board of Directors. The
Board of Directors shall have the power to appoint any person to act as
assistant to any other officer, or to perform the duties of any officer,
whenever for any reason it is impracticable for such officer to act personally,
and such assistant or acting officer so appointed shall have the power to
perform all the duties of the office to which he or she is so appointed to be
assistant, or as to which he or she is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors.

                                   ARTICLE VII

SHARES, THEIR ISSUANCE AND TRANSFER

SECTION 7.1. CONSIDERATION FOR SHARES.

The Board of Directors may authorize shares to be issued for consideration
consisting of any tangible or intangible property or benefit to the Corporation,
including cash, promissory notes, services performed, contracts for services to
be performed, other securities of the Corporation or securities of any other
corporation. Before the Corporation issues shares, the Board of Directors must
determine that the consideration received or to be received for shares to be
issued is adequate.

SECTION 7.2. CERTIFICATES FOR SHARES; UNCERTIFICATED SHARES.
(a)  Except as set forth in (b) below, every shareholder of the Corporation
     shall be entitled to a certificate or certificates, to be in such form
     as the Board of Directors shall prescribe, certifying the number and
     class of shares of the Corporation owned by such shareholder.
(b)  The Board of Directors may authorize the issue of some or all the
     shares of any or all the classes or series of shares of the
     Corporation, without certificates. The authorization does not affect
     shares already represented by certificates until they are surrendered
     to the Corporation. Within a reasonable time after the issue or
     transfer of shares without certificates, the Corporation shall send the
     shareholder a written statement of the information required on
     certificates by Section 490.625, subsections 2 and 3, and, if
     applicable, Section 490.627, in each case of the IBCA, as such sections
     may be amended from time-to-time.



                                      -14-


<PAGE>   15



SECTION 7.3. EXECUTION OF CERTIFICATES.

The certificates for shares of stock shall be numbered in the order in which
they shall be issued and shall be signed by the Chief Executive Officer,
President or a Vice President and the Secretary or an Assistant Secretary of the
Corporation. The signatures of the Chief Executive Officer, President or Vice
President and the Secretary or Assistant Secretary or other persons signing for
the Corporation upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer or
other authorized person who has signed or whose facsimile signature has been
placed upon such certificate for the Corporation shall have ceased to be such
officer or employee or agent before such certificate is issued, it may be issued
by the Corporation with the same effect as if he or she were such officer or
employee or agent at the date of its issue.

SECTION 7.4. SHARE RECORD.

A record shall be kept by the Secretary, or by any other officer, employee or
agent designated by the Board of Directors, of the names and addresses of all
shareholders and the number and class of shares held by each represented by such
certificates and the respective dates thereof and in case of cancellation, the
respective dates of cancellation.

SECTION 7.5. CANCELLATION.

Every certificate surrendered to the Corporation for exchange or transfer shall
be canceled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
canceled, except in cases provided in Section 7.8 of these bylaws.

SECTION 7.6. TRANSFERS OF STOCK.

Transfers of shares of the capital stock of the Corporation shall be made only
on the books of the Corporation by the record holder thereof, or by his or her
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes
thereon or evidence deemed acceptable by the Secretary of the Corporation with
respect to uncertificated shares. The person in whose name shares of stock stand
on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation; provided, however, that whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact, if known to the Secretary of the Corporation, shall be so expressed
in the entry of transfer.

SECTION 7.7. REGULATIONS.

The Board of Directors may make such other rules and regulations as it may deem
expedient, not inconsistent with law, concerning the issue, transfer and
registration of certificates for shares of the stock of the Corporation.




                                      -15-


<PAGE>   16



SECTION 7.8. LOST, DESTROYED, OR MUTILATED CERTIFICATES.

In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

                                  ARTICLE VIII

MISCELLANEOUS PROVISIONS

SECTION 8.1. FACSIMILE SIGNATURES.

In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

SECTION 8.2. FISCAL YEAR.

The fiscal year of the Corporation shall be from the first day of January
through the last day of December.

SECTION 8.3. BOOKS AND RECORDS.

The books and records of the Corporation shall be kept (except that the
shareholder list must also be kept at the places described in Section 3.6 of
these bylaws) at the principal office of the Corporation.

SECTION 8.4. VOTING OF STOCKS OWNED BY THE CORPORATION.

In the absence of a resolution of the Board of Directors to the contrary, the
Chief Executive Officer, the President and any Vice President acting within the
scope of his or her authority as provided in Section 6.6 of these bylaws, are
authorized and empowered on behalf of the Corporation to attend and vote, or to
grant discretionary proxies to be used, at any meeting of shareholders of any
corporation in which this Corporation holds or owns shares of stock, and in that
connection, on behalf of this Corporation, to execute a waiver of notice of any
such meeting or a written consent to action without a meeting. The Board of
Directors shall have authority to designate any officer or person as a proxy or
attorney-in fact to vote shares of stock in any other corporation in which this
Corporation may own or hold shares of stock.

SECTION 8.5. SHAREHOLDERS' RIGHT TO INFORMATION.

     (a) A shareholder of the Corporation is entitled to inspect and copy,
     during regular business hours at the Corporation's principal office, any of
     the following records of the Corporation, if the shareholder gives the
     Corporation written notice of the shareholder's demand at least five (5)
     business days before the date on which the shareholder wishes to inspect a
     copy of any of the following: (i) Articles or Restated Articles of
     Incorporation and all amendments currently in effect, (ii) bylaws or
     restated bylaws and all amendments currently



                                      -16-


<PAGE>   17




     in effect; (iii) resolutions adopted by the Board of Directors creating one
     or more classes or series of shares and fixing their relative rights,
     preferences and limitations, if shares issued pursuant to those resolutions
     are outstanding; (iv) minutes of all shareholders' meetings and records of
     all action taken by shareholders without a meeting, for the past three (3)
     years; (v) all written communications to shareholders generally within the
     past three (3) years, including the financial statements furnished for the
     past three (3) years; (vi) a list of the names and business addresses of
     the Corporation's current directors and officers; and (vii) the
     Corporation's most recent annual report delivered to the Iowa Secretary of
     State.

     (b) If a shareholder makes a demand in good faith and for a proper purpose,
     the shareholder describes with reasonable particularity the shareholder's
     purpose and the records the shareholder desires to inspect, and the record
     requested is directly connected with the shareholder's stated purpose, then
     the shareholder shall be entitled to inspect and copy, during regular
     business hours at a reasonable location specified by the Corporation, any
     of the following records of the Corporation, provided the shareholder gives
     the Corporation written notice of the shareholder's demand at least five
     (5) business days before the date on which the shareholder wishes to
     inspect and copy any of the following: (i) excerpts from minutes of any
     meeting of the Board of Directors, records of any actions of a committee of
     the Board of Directors while acting in place of the Board of Directors on
     behalf of the Corporation, minutes of any meeting of the shareholders, and
     records of action taken by the shareholders or the Board of Directors
     without a meeting to the extent not subject to inspection under Section
     8.5(a) of these bylaws; (ii) accounting records of the Corporation; and
     (iii) the record of shareholders of the Corporation.

     (c) The Corporation may impose a reasonable charge, covering the costs of
     labor and material, for copies of any documents provided to the
     shareholder. The charge shall not exceed the estimated cost of production
     or reproduction of the records.

     (d) Upon written request from a shareholder, the Corporation, at its
     expense, shall furnish to that shareholder the annual financial statements
     of the Corporation, including a balance sheet and income statement and, if
     the annual financial statements are reported upon by a public accountant,
     that report must accompany them.

                                   ARTICLE IX

INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 9.1. INDEMNITY.

The Corporation shall indemnify and advance expenses to any person who was or is
a party to or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including a grand jury proceeding) and whether
formal or informal, by reason of the fact that such person (a) is or was a
director or officer of the Corporation, or any of the subsidiaries of the
Corporation, whether before or after the conversion of the Corporation from a
mutual insurance holding company to a



                                      -17-


<PAGE>   18



stock company, or (b) while a director or officer of the Corporation, or any of
the subsidiaries of the Corporation, whether before or after the conversion of
the Corporation from a mutual insurance holding company, is or was serving at
the request of the Corporation as a director, officer, employee, agent, partner
or trustee (or in a similar capacity) of another corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan, to the maximum
extent it is empowered to indemnify and advance expenses to a director by Part E
of Division VIII of the IBCA as the same exists or may hereafter be amended or
changed (but, in the case of any such amendment or change, only to the extent
that such amendment or change empowers the Corporation to provide broader
indemnification than said law empowered the Corporation to provide prior to such
amendment or change), against reasonable expenses (including attorneys' fees),
judgments, fines, penalties, including an excise tax assessed with respect to an
employee benefit plan, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such claim, action, suit or
proceeding or any appeal thereof; provided, however, that except as provided in
Section 9.2 of these bylaws with respect to proceedings seeking to enforce
rights of indemnification, entitlement to such indemnification shall be
conditional upon the Corporation being afforded the opportunity to participate
directly on behalf of such person in such claim, action, suit or proceeding or
any settlement discussions relating thereto, and with respect to any settlement
or other nonadjudicated disposition of any threatened or pending claim, action,
suit or proceeding, entitlement to indemnification shall be further conditional
upon the prior approval by the Corporation of the proposed settlement or
nonadjudicated disposition. Such approval shall be made (a) by the Board of
Directors by majority vote of a quorum consisting of directors not at the time
parties to the claim, action, suit or proceeding, or (b) by special legal
counsel selected by the Board of Directors by majority vote of a quorum
consisting of directors not at the time parties to the claim, action, suit, or
proceeding, or, if the requisite quorum of the full board cannot be obtained
therefor, by a majority vote of the full board, in which selection of counsel
directors who are parties may participate. Approval or disapproval by the
Corporation of any proposed settlement or other nonadjudicated disposition shall
not subject the Corporation to any liability to or require indemnification or
reimbursement of any party whom the Corporation would not otherwise have been
required to indemnify or reimburse. The right to indemnification conferred in
this Article IX shall include the right to payment or reimbursement by the
Corporation of reasonable expenses incurred in connection with any such claim,
action, suit or proceeding in advance of its final disposition; provided,
however, that the payment or reimbursement of such expenses in advance of the
final disposition of such claim, action, suit or proceeding shall be made only
upon (a) delivery to the Corporation of a written undertaking, by or on behalf
of the person claiming indemnification under this Article IX to repay all
amounts so advanced if it shall ultimately be determined that such person is not
entitled to be indemnified under this Article IX or otherwise, or (b) delivery
to the Corporation of a written affirmation of such person's good faith belief
that such person has met the applicable standard of conduct necessary to require
indemnification by the Corporation pursuant to this Article IX or otherwise, or
(c) a determination that the facts then known to those making the determination
would not preclude indemnification under this Article IX.

SECTION 9.2. PAYMENT.

Any indemnification or advancement of expenses required under this Article IX
shall be made promptly upon, and in any event within thirty (30) days after, the
written request of the person



                                      -18-


<PAGE>   19




entitled thereto. If the Corporation denies a written request for indemnity or
advancement of expenses, in whole or in part, or if payment in full pursuant to
such request is not made within thirty (30) days of the date such request is
received by the Corporation, the person seeking indemnification or advancement
of expenses as granted by this Article IX may at any time within the applicable
statute of limitations bring suit against the Corporation in any court of
competent jurisdiction to establish such person's right to indemnity or
advancement of expenses. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification in any such
action or proceeding shall also be indemnified by the Corporation. It shall be a
defense to any action brought against the Corporation to compel indemnification
(other than an action brought to enforce a claim for the advancement of expenses
pursuant to this Article IX where the written affirmation of good faith or the
undertaking to repay as required above has been received by the Corporation)
that the claimant has not met the standard of conduct set forth in Section
490.851 of the IBCA, but the burden of proving such defense shall be on the
Corporation. Neither (a) the failure of the Corporation (including its Board of
Directors, special legal counsel or the shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Section 490.851 of the IBCA, nor (b)
the fact that there has been an actual determination by the Corporation
(including its Board of Directors, special legal counsel or the shareholders)
that the claimant has not met such applicable standard of conduct, shall create
a presumption that the claimant has not met the applicable standard of conduct.
In the event that the applicable standard of conduct has been met as to some
claims, actions, suits or proceedings, but not as to others, a person who has a
right of indemnification pursuant to this Article IX shall be indemnified
against all expenses (including attorney fees) actually and reasonably incurred
by such person in connection with the claim, action, suit or proceeding as to
which the applicable standard has been met. Nothing contained in this section
shall limit the obligation, duty or ability of the Corporation to indemnify such
person as provided elsewhere in this Article IX.

SECTION 9.3. CONTRACT.

The provisions of this Article IX shall be deemed a contract between the
Corporation and each director and officer who serves in such capacity at any
time while this Article IX and the relevant provisions of the IBCA are in
effect, and any repeal or modification of any such law or of this Article IX
shall not adversely affect any rights or obligations then existing with respect
to any state of facts then or theretofore existing or any claim, action, suit or
proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.

SECTION 9.4. WITNESSES.

The Corporation shall indemnify and advance expenses to any person who was or is
a witness in or is threatened to be made a witness in any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including a grand jury proceeding) and whether
formal or informal, by reason of the fact that such person (a) is or was a
director or officer of the Corporation, or any of the subsidiaries of the
Corporation, whether before or after the conversion from a mutual insurance
holding company, or (b) while a director or officer of the Corporation, or any
of the subsidiaries of the Corporation, whether before or



                                      -19-


<PAGE>   20





after the conversion from a mutual insurance holding company, is or was serving
at the request of the Corporation as a director, officer, employee, agent,
partner or trustee (or in a similar capacity) of another corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan,
to the same extent that such person would be entitled to indemnification and
advancement of expenses under this Article IX if such person were, or were
threatened to be made, a party to such claim, action, suit or proceeding,
against reasonable expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with such claim, action, suit or
proceeding or any appeal thereof.

SECTION 9.5. NONEXCLUSIVE.

Except as limited by Section 490.851 of the IBCA, the indemnification and
advancement of expenses provided by or granted pursuant to this Article IX shall
not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors, law or otherwise;
provided, however, that in no event shall any such provision or agreement
provide indemnification to a person who was or is a director or officer of the
Corporation (a) for a breach of a director's or officer's duty of loyalty to the
Corporation or its shareholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of the law, (c) for a
transaction from which the person seeking indemnification derived an improper
personal benefit or (d) for liability under Section 490.833 of the IBCA.

SECTION 9.6. APPLICABILITY.

This Article IX shall be applicable to all claims, actions, suits or proceedings
commenced after the effective date hereof, whether arising from acts or
omissions occurring before or after the effective date hereof. Each person who
is now serving or who shall hereafter serve as a director or officer of the
Corporation or any of its subsidiaries shall be deemed to be doing so in
reliance upon the rights of indemnification provided for in this Article IX, and
such rights of indemnification shall continue as to a person who has ceased to
be a director or officer, and shall inure to the benefit of the heirs,
executors, administrators and legal or personal representatives of such a
person. If this Article IX or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, and any of its subsidiaries then
the Corporation shall nevertheless indemnify each director and officer of the
Corporation to the maximum extent permitted by any applicable portion of this
Article IX that shall not have been invalidated.

SECTION 9.7. INITIATION OF CLAIMS.

Notwithstanding anything in this Article IX to the contrary, except with respect
to proceedings initiated to enforce rights of indemnification to which such
person is entitled under this Article IX or otherwise, the Corporation shall
indemnify any such person in connection with a claim, action, suit or proceeding
(or part thereof) initiated by such person only if the initiation of such claim,
action, suit or proceeding (or part thereof) was authorized by the Board of
Directors.




                                      -20-


<PAGE>   21


SECTION 9.8. INSURANCE.

The Corporation may purchase and maintain insurance, at its expense, to protect
itself and any person who is or was a director, officer, employee or agent of
the Corporation, or any of its subsidiaries, whether before or after the
conversion of the Corporation from a mutual insurance holding company, or is or
was serving at the request of the Corporation or any of its subsidiaries,
whether before or after the conversion from a mutual insurance holding company,
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise, or employee
benefit plan against any liability asserted against such person and incurred by
such person in such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article IX, the IBCA or
otherwise. The Corporation may create a trust fund, grant a security interest
and/or use other means (including, without limitation, letters of credit, surety
bonds and/or similar arrangements), as well as enter into contracts providing
for indemnification to the maximum extent permitted by law and including as part
thereof any or all of the foregoing, to ensure the payment of such sums as may
become necessary to effect full indemnification. The Corporation's obligation to
make indemnification and pay expenses pursuant to this Article IX shall be in
excess of any insurance purchased and maintained by the Corporation and such
insurance shall be primary. To the extent that indemnity or expenses of a person
entitled to indemnification and payment of expenses pursuant to this Article IX
are paid on behalf of or to such person by such insurance such payments shall be
deemed to be in satisfaction of the Corporation's obligation to such person to
make indemnification and pay expenses pursuant to this Article IX.

                                    ARTICLE X

EMERGENCY BYLAWS

SECTION L0.L.     NATIONAL EMERGENCY.

In the event of a national emergency because of some catastrophic event which
makes it impossible to conduct the business of the Corporation in accordance
with the Articles of Incorporation or these bylaws, the provisions of this
Article X (hereinafter referred to as the Emergency Bylaws) shall become
operative.

SECTION 10.2.     EMERGENCY EXECUTIVE COMMITTEE.

     (a) Upon the Emergency Bylaws becoming operative a meeting of the Executive
     Committee may be called by any director or officer of the Corporation.
     Three (3) members of the Executive Committee shall constitute a quorum for
     the transaction of business at all such meetings of the Executive
     Committee.

     (b) To the extent required to constitute a quorum at any such meeting of
     the Executive Committee, first the available directors who are not members
     of the Executive Committee in order of seniority as directors and then the
     available officers of the Corporation in order of seniority determined
     pursuant to Article VI of these bylaws shall be deemed members of the




                                      -21-


<PAGE>   22



     Executive Committee for such meeting. The Board of Directors may, before
     these Emergency Bylaws become operative, prepare a list of other officers
     of the Corporation or other persons who shall be deemed members of the
     Executive Committee at any meeting of the Executive Committee pursuant to
     these Emergency Bylaws in the event that there are no directors or officers
     determined pursuant to Article VI of these bylaws capable of serving as
     members of the Executive Committee. The list shall specify the order of
     priority in which such persons shall serve.

     (c) Any vacancy on the Executive Committee pursuant to these Emergency
     Bylaws may be filled at any meeting of the Executive Committee by a
     majority of the members, though less than a quorum, or by the sole
     remaining member. Such members shall serve until the annual meeting of the
     Board of Directors following the end of the national emergency or until the
     successors are appointed and qualified.

SECTION 10.3.     ALTERNATIVE PLACES OF BUSINESS.

The Board of Directors, before these Emergency Bylaws become operative, may,
effective when these Emergency Bylaws are operative, designate several alternate
places of business.

SECTION 10.4.     DURATION.

To the extent not inconsistent with this Section, the bylaws of the Corporation
shall remain in effect during the national emergency and upon termination of the
national emergency these Emergency Bylaws shall cease to be operative.

                                   ARTICLE XI

AMENDMENTS

SECTION 11.1.     AMENDMENTS TO BYLAWS.

These bylaws may be amended or repealed by the Board of Directors or by the
shareholders; provided, however, that the shareholders may from time to time
specify particular provisions of the bylaws which shall not be amended or
repealed by the Board of Directors.