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EXHIBIT 3.2 AMENDED AND RESTATED
BYLAWS
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 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)
(Articles of Incorporation), 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 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.
Unless




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otherwise provided in the Articles of Incorporation, a written demand
for a special meeting may
be revoked by a writing to that effect received by the Corporation prior to the
receipt by the Corporation of demands sufficient in number to require the
holding of a special meeting. 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 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. (c) 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
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. (d) Notice may be communicated in person, by mail, or other method of
delivery, or by telephone, voice mail, or other electronic means. If these
forms of personal notice are impracticable, notice may be communicated by a
newspaper of general circulation in the area where published; or by radio,
television, or other form of public broadcast communication. Written notice
by the Corporation to its shareholders, if in a comprehensible form, is
effective according to one of the following: (i) upon deposit in the United
States mail, if mailed post-paid and correctly addressed to the
shareholders address shown in the Corporations current record of
shareholders; or (ii) when electronically transmitted to the shareholder in
a manner authorized by the shareholder. (e) Notice to a shareholder shall not be required to be given if either of
the following applies: (i) notice of two consecutive annual meetings, and
all notices of meetings during the period between such two consecutive
annual meetings, have been sent to the shareholder at such shareholders
address as shown on the records of the Corporation and have been returned
undeliverable; or (ii) all, but not less than two, payments of dividends on
securities during a twelve month period, or two consecutive payments of
dividends on securities during a period of more than twelve months, have
been sent to the shareholder at such shareholders address as shown on the
records of the Corporation and have been returned undeliverable. If any -2-




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such shareholder shall deliver to the Corporation a written notice setting
forth such
shareholders then-current address, the requirement that notice be given to
such shareholder shall be reinstated. 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
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 -3-




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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, a majority 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 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. -4-




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(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. (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. Proxies. Any shareholder entitled to vote at any meeting of the shareholders may
authorize another person or persons to vote at any such meeting for such
shareholder by proxy. A shareholder may authorize a valid proxy by executing a
written instrument signed by such shareholder, the shareholders attorney in
fact, or such shareholders authorized officer, director, employee or agent, or
by causing such signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature, or by transmitting or
authorizing the transmission of a telegram, cablegram, data and voice
telephonic communications, computer network, e-mail or other means of
electronic transmission to the person designated as the holder of the proxy, a
proxy solicitation firm, a proxy support service organization or a like
authorized agent. An electronic transmission must contain or be accompanied by
information for which one can determine that the shareholder, the shareholders
agent, or the shareholders attorney in fact authorized the electronic
transmission. No such proxy shall be voted or acted upon after the expiration
of eleven years from the date of such proxy, unless such proxy provides for a
longer period. Every proxy shall be revocable at the pleasure of the
shareholder executing it, except in those cases where applicable law provides
that a proxy shall be irrevocable. A shareholder may revoke any proxy which is
not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by filing another duly executed
proxy bearing a later date with the Secretary. Proxies by telegram, cablegram,
data and voice telephonic communications, computer network, e-mail or other
electronic transmission must either set forth or be submitted with information
from which it can be determined that such electronic transmission was
authorized by the shareholder. If it is determined that such electronic
transmission is valid, the inspectors shall specify the information upon which
they relied. Any copy, facsimile telecommunication or other reliable
reproduction of a writing or transmission created pursuant to this section may
be substituted or used in lieu of the original writing or -5-




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transmission for any
and all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or
transmission. 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 ascertain the number of shares outstanding and
the voting power of each; determine the shares represented at a meeting;
determine the validity of proxies and ballots; count all votes and determine
the result. Each inspector shall take and sign an oath to faithfully execute
the duties of inspector with strict impartiality and according to the best of
the inspectors ability. 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 of Directors (a) At an annual meeting of the shareholders, only such business shall be
conducted as shall have properly been brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors; (B) otherwise properly brought before
the meeting by or at the direction of the Board of Directors; or (C)
otherwise properly brought before the meeting by a shareholder of the
Corporation who is entitled to vote with respect thereto and who complies
with the notice procedures set forth in this paragraph. 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 one hundred twenty (120) calendar days in advance of the date
specified in the Corporations proxy statement released to shareholders in
connection with the previous years annual meeting of shareholders;
provided, however, that in the event that no annual meeting was held in the
previous year or the date of the annual meeting has been changed by more
than thirty (30) days from the date contemplated at the time of the previous
years proxy statement, notice by the shareholder to be timely must be
received not later than the close of business on the later of one hundred
twenty (120) calendar days in advance of such annual meeting or ten (10)
calendar days following the date on which public announcement of the date of
the meeting is first made. A shareholders notice to the Secretary shall
set forth as to each matter the shareholder proposes 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 shares of the Corporations capital stock that are -6-




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beneficially owned by such shareholder and (iv) any material interest of the
shareholder in such business, and any other information that is required to
be provided by the shareholder pursuant to Regulation 14A under the
Securities and Exchange Act of 1934, as amended (the 1934 Act), in his or
her capacity as a proponent to a shareholder proposal.
Notwithstanding the foregoing, in order to include information with respect
to a shareholder proposal in the proxy statement and form of proxy for a
shareholders meeting, shareholders must provide notice as required by
regulations promulgated under the 1934 Act. 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 paragraph. 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 paragraph (a), and, if he
or she should so determine, he or she shall so declare at the meeting that
any such business 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 bylaws
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 this paragraph (c) 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 paragraph (c). Such nominations, other than those made by or
at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation in accordance with the
provisions of paragraph (a) of this Section 3.12. Such shareholders notice
shall set forth (i) as to each person whom the shareholder proposes to
nominate for election or re-election as a director: (A) the name, age,
business address and residence address of such person, (B) the principal
occupation or employment of such person, (C) the class and number of shares
of the Corporation which are beneficially owned by such person, (D) a
description of all arrangements or understandings between the shareholder
and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nominations are to be made by the
shareholder, and (E) any other 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 1934 Act (including without limitation 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,
the -7-




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information required to be provided pursuant to paragraph (a) of this
Section 3.12. At the request of the Board of Directors, any person
nominated by a shareholder 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 paragraph (c).
The officer of the Corporation or other person presiding at the meeting
shall, if the facts so warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedure proscribed by
bylaws and, if he or she should so determine, he or she shall so declare at
the meeting, and the defective nomination shall be disregarded. Section 3.13. Organization Meetings of shareholders shall be presided over by the chairman of the board,
if any, or in his or her absence by the Chief Executive Officer, if any, or in
his or her absence by the president, if any, or in his or her absence by an
executive vice president, if any, or in the absence of the foregoing persons by
a chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting by the vote of a majority in
interest of the shareholders present in person or represented by proxy and
entitled to vote thereon. The secretary or in his or her absence an assistant
secretary or in the absence of the secretary and all assistant secretaries a
person whom the chairman of the meeting shall appoint shall act as secretary of
the meeting and keep a record of the proceedings thereof. The Board of Directors of the Corporation shall be entitled to make such rules
or regulations for the conduct of meetings of shareholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgement of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the
meeting, rules and procedures for maintaining order at the meeting and the
safety of those present, limitations on participation in such meeting to
shareholders of record of the corporation and their duly authorized and
constituted proxies, and such other persons as the chairman shall permit,
restrictions on entry to the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comments by
participants and regulations of the opening and closing of the polls for
balloting and matters which are to be voted on by ballot. Unless and to the
extent determined by the Board of Directors or the chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with
rules of parliamentary procedure. -8-




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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, 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 bylaws. -9-




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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. 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 -10-




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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 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. Written consents may
be delivered to the Corporation by electronic transmission. A directors
consent may be withdrawn by a revocation signed by the director and delivered
to the Corporation prior to the delivery to the Corporation of unrevoked
written consents signed by all of the directors. -11-




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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. ARTICLE V THE EXECUTIVE COMMITTEE AND OTHER COMMITTEES Section 5.1. The Board of Directors may establish an Executive Committee. 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. -12-




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Section 5.3. Limitations. A committee of the board shall not: (a) authorize or approve distributions,
except according to formula or method, or within limits, prescribed by the
Board of Directors; (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;
provided, however, in the absence or disqualification of a member of a
Committee, the member or members present at a meeting and not disqualified from
voting may unanimously appoint another director to act in the place of the
absent director; or (d) adopt, amend or repeal bylaws of the Corporation. 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 or the Chief Executive Officer in accordance with Section
6.4. 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
above-identified 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 time. 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. An officer
may be removed at any time with or without cause by any of the following: (a)
the Board of Directors; (b) the officer who appoints such officer, unless these
bylaws or the Board of Directors provide otherwise; or (c) any other officer if
authorized by these bylaws or the Board of Directors. 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 -13-




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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 also shall have the authority to appoint
officers below the level of vice-president of the Corporation. 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 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 -14-




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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. In addition, without limiting the foregoing, the Secretary shall be
responsible for maintaining and authenticating the following records: (a)
minutes of all meetings of the shareholders and Board of Directors; (b) all
actions taken by the shareholders or Board of Directors without a meeting; (c)
all actions taken by a
committee of the Board of Directors in place of the Board of Directors on
behalf of the Corporation; (d) Articles or Restated Articles of Incorporation
and all amendments to them currently in effect; (e) bylaws or restated bylaws
and all amendments to them currently in effect; (f) resolutions adopted by the
Board of Directors creating one or more classes or series of shares, and fixing
the relative rights, preferences and limitations if shares pursuant to those
resolutions are outstanding; (g) all written communications to shareholders
generally within the past three years, including the financial statements
furnished for the past three years; (h) list of names and business addresses of
the current directors and officers; and (i) the Corporations most recent
biennial report delivered to the Secretary of State. 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 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 -15-




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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. 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. -16-




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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. 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 and Electronic Signatures. In addition to the provisions for use of facsimile and electronic
signatures elsewhere specifically authorized in these bylaws, facsimile
signatures of any officer or officers of the -17-




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Corporation may be used whenever
and as authorized by the Board of Directors or a committee thereof. An
electronic signature is any electronic symbol or process attached to or
logically associated with a document sent by electronic transmission and
executed or adopted by a person with the intent to sign such document.
Electronic signature includes (i) a unique password or unique identification
assigned to a person by the Corporation; (ii) a persons typed name attached to
or part of an electronic transmission sent by or from a source authorized by
such person such as an e-mail address provided by such person as that persons
e-mail address; (iii) a persons facsimile signature; and (iv) any other form
of electronic signature approved by the Board. 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 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 -18-




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business addresses of the Corporations current
directors and officers; and (vii) the Corporations most
recent biennial
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. Section 8.6 Inspection of Records by Directors. A director is entitled to inspect and copy the books, records, and documents of
the Corporation at any reasonable time to the extent reasonably related to the
performance of the directors duties as a director, including any duties as a
member of a committee, but not for any other purpose or in any manner that
would violate any duty to the Corporation. Section 8.7. Electronic Transmissions. Electronic transmission or electronically transmitted means any process of
communication not directly involving the physical transfer of paper that is
suitable for the retention, retrieval, and reproduction of information by the
recipient. Notice by electronic transmission is written notice. Notices and
written consents may be given by electronic transmission. Each written consent
given by electronic transmission shall contain an electronic signature of the
person giving such written consent. -19-




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ARTICLE IX INDEMNIFICATION AND INSURANCE Section 9.1 Indemnification of Directors. The Corporation shall indemnify its directors and officers in accordance with
the Articles of Incorporation and applicable law. Section 9.2 Indemnification of Officers. The Corporation shall indemnify and advance expenses to an officer of the
Corporation or any of the subsidiaries of the Corporation who is a party to a
proceeding because the person is an officer as follows: (a) Subject to subparagraph (c) below, if the person is an officer and a
director, to the same extent as the Corporation is required to indemnify
a director pursuant to the terms of the Articles of Incorporation. (b) If the person is an officer but not a director, the Corporation shall
indemnify and advance expenses except for: (i) Liability in connection with a proceeding by or in the right of
the Corporation other than for reasonable expenses incurred in
connection with the proceeding; or (ii) Liability arising out of conduct that constitutes any
of the following: (A) Receipt by the officer of a financial benefit to which the
officer is not entitled; (B) An intentional infliction of harm on the Corporation or the
shareholders; or (C) An intentional violation of criminal law. (c) The provisions of subparagraph (b) above shall apply to an officer
who is also a director if the basis on which the person is made a party
to the proceeding is an act or omission solely as an officer. Section 9.3 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, -20-




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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 10.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.
For purposes of this Article X, in the event that an Executive Committee is
not then in existence, the following shall constitute members of the
Executive Committee: Chairman of the Board, Chief Executive Officer and the
chairmen of the other committees established pursuant to Section 5.2 hereof. (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
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 -21-




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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. Effective Date: May 27, 2004 -22-