EXHIBIT 3.(ii)


                           RESTATED BYLAWS, AS AMENDED

                                       OF

                      PACE HEALTH MANAGEMENT SYSTEMS, INC.


                                   ARTICLE I.

                            MEETINGS OF SHAREHOLDERS

         1.1 PLACE OF MEETINGS. All meetings of the shareholders shall be held
at such place, either within or without Iowa, as from time to time may be fixed
by the Board of Directors.

         1.2 ANNUAL MEETINGS. The annual meeting of the shareholders shall be
held on the first Friday in the month of May in each year, at the hour of 9:00
a.m., at the principal office of the Corporation, or at such other date, time
and place as may be fixed from time to time by resolution of the Board of
Directors and set forth in the notice of the meeting, for the purpose of
electing directors and transacting such other business as may properly come
before the meeting. If the day fixed for the annual meeting is a legal holiday,
such meeting shall be held on the next succeeding business day.

         At an annual meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before an annual meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (ii) otherwise properly brought before the meeting by
or at the direction of the Board of Directors or (iii) otherwise properly
brought before the meeting by a shareholder of the Corporation who was a
shareholder of record at the time of giving of notice provided for in this
Section, who is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section. For business to be properly brought before
an annual meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation, at the principal
executive offices of the Corporation. To be timely, a shareholder's notice shall
be delivered not less than 90 days prior to the first anniversary of the
preceding year's meeting; provided however, that in the event that the date of
the annual meeting is advanced by more than 30 days or delayed by more than 60
days from such anniversary date, notice by the shareholder, to be timely, must
be so delivered not later than the 90th day prior to such annual meeting or the
10th day following the day on which public announcement (as defined herein) of
the date of such meeting is first made.

         Such shareholder's notice 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 meeting and the reasons for
conducting such business at the meeting and any material interest in such
business of such shareholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (ii) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the proposal is made (A) the name and
address of such shareholder, as they appear on the Corporation's books, and of
such beneficial owner and (B) the class and number of shares of the Corporation
which are owned beneficially and of record by such shareholder and such
beneficial owners; and (iii) in the event that such business includes a proposal
to amend either the Articles of Incorporation or the Bylaws of the Corporation,
the language of the proposed amendment. Notwithstanding anything in these Bylaws
to the contrary, no business shall be conducted at any annual meeting except in
accordance with this paragraph, and the Chairman of the Board or other person
presiding at an annual meeting of shareholders, may refuse to permit any
business to be brought before an annual meeting without compliance with the
foregoing procedures. For the purposes of this paragraph "public announcement"
shall mean disclosure in a press release reported by the Dow Jones New Service,
Associated Press or comparable national


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news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition to
the provisions of this paragraph, a shareholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth herein. Nothing in these Bylaws
shall be deemed to affect any rights of shareholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.

         1.3 SPECIAL MEETINGS. A special meeting of the shareholders for any
purpose or purposes may be called at any time by the Chairman of the Board or by
any two members of the Board of Directors. If the holders of at least ten
percent (10%) of all votes entitled to be cast by any voting group on any issue
proposed to be considered at a proposed special meeting sign, date, and deliver
to the Secretary of the Corporation one or more written demands for the meeting,
describing the purpose or purposes for which it is to be held, the Board of
Directors shall call the requested special meeting within a reasonable time, at
a place and time determined by the Board of Directors. At a special meeting no
business shall be conducted other than that stated in the notice of the meeting.

         1.4 NOTICE OF MEETINGS. Written or printed notice stating the place,
day and hour of every meeting of the shareholders and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
mailed not less than ten nor more than sixty days before the date of the meeting
to each shareholder of record entitled to vote at such meeting, at the
shareholder's address which appears in the share transfer books of the
Corporation. Such further notice shall be given as may be required by law.

         1.5 DIRECTOR NOMINATION BYLAW. Nominations of persons for election as
Directors may be made by the Board of Directors or by any shareholder entitled
to vote for the election of Directors. Any shareholder entitled to vote for the
election of Directors may nominate a person or persons for election as director
only if written notice of such shareholder's intent is delivered to the
Secretary of the Corporation at the principal executive offices of the
Corporation (I) with respect to an election to be held at an annual meeting of
shareholders, not later than 90 days prior to the first anniversary of the
preceding year's annual meeting, or as set out below, and (ii) with respect to
an election to be held at a special meeting of shareholders for the election of
directors, not later than 10 days following the date on which public
announcement (as hereinafter defined) of the date of such meeting is first made.
For the purposes of this Bylaw "public announcement" means disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
Exchange Act. In the event that the date of the annual meeting is advanced by
more than 30 days or delayed by more than 60 days from the anniversary date of
the annual meeting, notice by the shareholder must be delivered not later than
90 days prior to such annual meeting, or the 10th day following the day on which
public announcement of the date of such meeting is first made. Notwithstanding
anything in the foregoing sentence to the contrary, in the event that the number
of Directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by this Section shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary of
the Corporation not later than the close of business on the 10th day following
the day on which such public announcement is first made.

         Such shareholder's notice shall set forth: (a) the name and address of
the shareholder who intends to make the nomination and the name, address, age
and principal occupation or employment of the person or persons to be nominated;
(b) a representation that the shareholder is a holder of record of Common Stock
of the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice; (c) the number and class of shares of the Corporation which are
owned by such shareholder and the beneficial owner, if any, and the number and
class of shares, if any, beneficially owned by the nominee; (d) a description of
all arrangements or understandings between the


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shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (e) such other information regarding each nominee that is
required to be disclosed in connection with the solicitation of proxies for the
election of directors, or as otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act (including, without limitation, such
person's written consent to being named in a proxy statement as a nominee and to
serving as a director if nominated). The Chairman of the Board or other person
presiding at a meeting of shareholders, may refuse to acknowledge the nomination
of any person not made in accordance with the procedures prescribed by these
Bylaws, and in that event the defective nomination shall be disregarded.

         1.6 VOTING LISTS. After the record date for a meeting has been fixed,
the officer or agent having charge of the stock transfer books for shares of the
Corporation shall make a complete list of the shareholders entitled to vote at
such meeting, or any adjournment thereof, arranged by voting group and within
each voting group, in alphabetical order, with the address of and the number and
class of shares held by each, which list, for a period beginning two business
days after notice of the meeting was first given for which the list was prepared
and continuing through the meeting, shall be kept on file at the principal
office of the Corporation or at the place identified in the meeting notice in
the city where the meeting will be held. The list shall be subject to inspection
by any shareholder at any time during usual business hours. Such list shall also
be produced and kept open at the time and place of the meeting and shall be
subject to inspection of any shareholder during the whole time of the meeting.
The list furnished to the Corporation by its stock transfer agent shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.

         1.7 QUORUM. 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, 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 chairman of the meeting or a majority of the votes present may
adjourn the meeting to another place, date or time. 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 herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.

         1.8 PROXIES. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by the shareholder's duly
authorized attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy. No holder of any share of any class of stock of the Corporation shall
sell the vote pertaining to such share or issue a proxy to vote such share in
consideration of any sum of money or anything of value. Every proxy shall be in
writing, dated and signed by the shareholder entitled to vote or the
shareholder's duly authorized attorney-in-fact.

         1.9 VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
board of directors of such corporation may determine.

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


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<PAGE>


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

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

         Neither treasury shares nor, absent special circumstances, shares held
by another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by the Corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time.

         1.10 VOTING. At any meeting of the shareholders, each shareholder of a
class entitled to vote on any matter coming before the meeting shall, as to such
matter, have one vote, in person or by proxy, for each share of capital stock of
such class standing in such shareholder's name on the books of the Corporation
on the date, not more than seventy days prior to such meeting, fixed by the
Board of Directors as the record date for the purpose of determining
shareholders entitled to vote.

         1.11 VOTING BY BALLOT. Voting by shareholders on any question or in any
election may be viva voce unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

         1.12 INSPECTORS. One or more inspectors for any meeting of shareholders
may be appointed by the Chairman of such meeting. Inspectors so appointed will
open and close the polls, will receive and take charge of proxies and ballots,
and will decide all questions as to the qualifications of voters, validity of
proxies and ballots, and the number of votes properly cast.

                                   ARTICLE II.

                                    DIRECTORS

         2.1 GENERAL POWERS. The property, affairs and business of the
Corporation shall be managed under the direction of the Board of Directors, and,
except as otherwise expressly provided by law, the Articles of Incorporation or
these Bylaws, all of the powers of the Corporation shall be vested in such
Board.

         2.2 NUMBER OF DIRECTORS. The number of Directors shall be not less than
three (3) nor more than seven (7) with the exact number as determined from time
to time by resolution of the Board of Directors. The Directors shall be divided
into three classes, each class to be as nearly equal in number as possible; the
term of office of the directors of the first class to expire at the first annual
meeting of stockholders after their election; that of the second class to expire
at the second annual meeting after their election; and that of the third class
to expire at the third annual meeting after their election. At each annual
meeting, after such classification, the number of directors equal to the number
of the class, whose term expires at the time of such meeting, shall be elected
to hold office until the third succeeding annual meeting.

         2.3 ELECTION AND REMOVAL OF DIRECTORS; QUORUM.

                  (a) Any Director may be removed from office at a meeting
         called expressly for that purpose by the vote of shareholders holding
         not less than a majority of the class of shares entitled to vote for
         directors at an election of Directors.

                  (b) Any vacancy occurring in the Board of Directors may be
         filled by the vote of a majority of the Directors.


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<PAGE>


                  (c) A majority of the number of Directors prescribed pursuant
         to Resolution of the Board of Directors in accordance with the Articles
         of Incorporation shall constitute a quorum for the transaction of
         business. The act of a majority of Directors present at a meeting at
         which a quorum is present shall be the act of the Board of Directors.
         Less than a quorum may adjourn any meeting.

         2.4 MEETINGS OF DIRECTORS. An annual meeting of the Board of Directors
shall be held as soon as practicable after the adjournment of the annual meeting
of shareholders at such place as the Board may designate. Regular meetings of
the Board of Directors shall be held quarterly at such time and place as the
Board may fix by resolution. Other meetings of the Board of Directors shall be
held at places within or without the State of Iowa and at times fixed by
resolution of the Board, or upon call of the Chairman of the Board or any two of
the Directors. The Secretary or officer performing the Secretary's duties shall
give not less than twenty-four hours notice by letter, telegraph, telefax, or
telephone (or in person) of all meetings of the Board of Directors, provided
that notice need not be given of the annual meeting or of regular meetings held
at times and places fixed by resolution of the Board. Meetings may be held at
any time without notice if all of the Directors are present, or if those not
present waive notice in writing either before or after the meeting. The notice
of meetings of the Board need not state the purpose of the meeting.

         2.5 COMPENSATION. By resolution of the Board, Directors may be allowed
a fee and expenses for attendance at all meetings, but nothing herein shall
preclude Directors from serving the Corporation in other capacities and
receiving compensation for such other services.

                                  ARTICLE III.

                                   COMMITTEES

         3.1 EXECUTIVE COMMITTEE. An Executive Committee consisting of two or
more members of the Board of Directors may be designated by the Board of
Directors at the time of the annual meeting or at such other time as the Board
of Directors may determine. The Chairman and the Chief Executive Officer shall,
at all times, be designated members of the Executive Committee. The Executive
Committee shall, during the intervals between the meetings of the Board of
Directors and so far as it lawfully may, possess and exercise all of the
authority of the Board of Directors in the management of the business of the
Corporation, in all cases in which specific directions shall not have been given
by the Board of Directors provided that notwithstanding the foregoing, the
Executive Committee shall not have authority:

         (1) to authorize dividends or other distributions;

         (2) to approve or propose to shareholders actions or proposals required
         by the Iowa Business Corporation Act to be approved by shareholders;

         (3) to fill vacancies on the Board of Directors or any committee
         thereof;

         (4) to amend the Articles of Incorporation of the Corporation;

         (5) to adopt, amend or repeal Bylaws;

         (6) to approve a plan of merger not requiring shareholder approval;

         (7) to authorize or approve the reacquisition of shares unless pursuant
         to a general formula or method specified by the Board of Directors;

         (8) to authorize or approve the issuance or sale of, or any contract
         for sale of shares, or determine the designation and relative rights,
         preferences and limitations of a class or series of shares; except that


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         the Board of Directors may authorize a committee or senior officer to
         do so within limits specifically prescribed by the Board of Directors;
         or

         (9) to remove the Chairman of the Board, or to appoint any person to
         fill a vacancy in such office.

         3.2 AUDIT COMMITTEE. The Board of Directors shall appoint an Audit
Committee. The Audit Committee shall consist solely of Directors who are
independent of management and free from any relationships that, in the opinion
of the Board of Directors, would interfere with the exercise by the Director of
independent judgment as a committee member.

         The Audit Committee shall assist the Board of Directors in fulfilling
its responsibilities for the Corporation's accounting and financial reporting
practices and provide a channel of communication between the Board of Directors
and the Corporation's independent auditors.

         To accomplish the above purposes, the Audit Committee shall:

                  (a) Review with the independent auditors the scope of their
         annual and interim examinations, placing particular attention where
         either the Committee or the auditors believe such attention should be
         directed, and to direct the auditors to expand (but not to limit) the
         scope of their audit whenever such action is, in the opinion of the
         Committee, necessary or desirable. The independent auditors shall have
         sole authority to determine the scope of the audit which they deem
         necessary for the formation of an opinion on financial statements.

                  (b) Consult with the auditors during any annual or interim
         audit on any situation which the auditors deem advisable for resolution
         prior to the completion of their examination.

                  (c) Meet with the auditors to appraise the effectiveness of
         the audit effort. Such appraisal shall include a discussion of the
         overall approach to and the scope of the examination, with particular
         attention on those areas on which either the Committee or the auditors
         believe emphasis is necessary or desirable.

                  (d) Determine through discussions with the auditors and
         otherwise, that no restrictions were placed by management on the scope
         of the examination or its implementation.

                  (e) Inquire into the effectiveness of the Corporation's
         accounting and internal control functions through discussions with the
         auditors and appropriate officers of the Corporation and exercise
         supervision of the Corporation's policies which prohibit improper or
         illegal payments.

                  (f) Review with the auditors and management any registration
         statement which shall be filed by the Corporation in connection with
         the public offering of securities and such other public financial
         reports as the Committee or the Board of Directors shall deem
         desirable.

                  (g) Report to the Board of Directors on the results of the
         Committee's activities and recommend to the Board of Directors any
         changes in the appointment of independent auditors which the Committee
         may deem to be in the best interests of the Corporation and its
         shareholders.

                  (h) Have such other powers and perform such other duties as
         the Board shall, from time to time, grant and assign to it.


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         3.3 COMPENSATION COMMITTEE. The Board of Directors shall appoint a
Compensation Committee, consisting of any number of its members as it may
designate, consistent with the Articles of Incorporation, the Bylaws, and the
laws of Iowa. The Compensation Committee shall establish a general compensation
policy for the Corporation and shall have responsibility for the approval of
Directors' fees and salaries.

         3.4 OTHER COMMITTEES. The Board of Directors by resolution may
establish such other standing or special committees of the Board as it may deem
advisable, consisting of not less than two Directors; and the members, terms,
and authority of such committees shall be as set forth in the resolutions
establishing the same.

         3.5 MEETINGS. Regular and special meetings of any Committee established
pursuant to this Article may be called and held subject to the same requirements
with respect to time, place, and notice as are specified in these Bylaws for
regular and special meetings of the Board of Directors.

         3.6 QUORUM AND MANNER OF ACTING. A majority of the members of any
Committee serving at the time of any meeting thereof shall constitute a quorum
for the transaction of business at such meeting. The action of a majority of
those members present at a Committee meeting at which a quorum is present shall
constitute the act of the Committee.

         3.7 TERM OF OFFICE. Members of any Committee shall be elected as above
provided and shall hold office until their successors are elected by the Board
of Directors or until such Committee is dissolved by the Board of Directors.

         3.8 RESIGNATION AND REMOVAL. Any member of a Committee may resign at
any time by giving written notice of his intention to do so to the Chairman of
the Board or the Secretary of the Corporation, or may be removed, with or
without cause, at any time by vote of the Board of Directors.

         3.9 VACANCIES. Any vacancy occurring in a Committee resulting from any
cause whatever may be filled by a person elected by majority of the Directors
then in office.

                                   ARTICLE IV.

                                    OFFICERS

         4.1 OFFICERS. The Officers of the Corporation shall be a Chairman of
the Board; a President and Chief Executive Officer, a Vice President, a
Secretary; a Treasurer; a Vice President and Chief Financial Officer; and
additional Vice Presidents (the number thereof to be determined by the Board of
Directors), and such other officers as the Board of Directors may from time to
time designate by resolution, each of whom shall be elected by the Board of
Directors. Any two or more offices may be held by the same person. 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, the President, the
Vice President-Chief Financial Officer, the Treasurer, and the Secretary.

         4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until such officer's successor shall have
been duly elected or until death or until such officer shall resign or shall
have been removed in the manner hereinafter provided.

         4.3 REMOVAL. Any officers or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so


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<PAGE>


removed. Any officer or agent elected by the Board of Directors except the
Chairman of the Board, may be removed by the Executive Committee.

         4.4 VACANCIES. A vacancy in the office of Chairman of the Board, or
President and Chief Executive Officer because of death, resignation, removal,
disqualification or otherwise, may be filled only by the Board of Directors for
the unexpired portion of the term. A vacancy in any other office may be filled
by the Executive Committee.

         4.5 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside over
all meetings of the Board of Directors and meetings of the shareholders; shall
be the Chairman of the Executive Committee, and shall be a member or member
ex-offico of all other committees of the Board of Directors.

         4.6 PRESIDENT AND CHIEF EXECUTIVE OFFICER. Subject to the business and
administrative policies adopted by the Board of Directors from time to time and
under the supervision and direction of the Board, the President and Chief
Executive Officer shall be responsible for the supervision and direction of the
business and affairs of this Corporation and its employees.

         4.7 VICE PRESIDENT AND CHIEF FINANCIAL OFFICER. The Vice President and
Chief Financial Officer shall be the principal and chief accounting and
principal and chief finance officer of the Corporation. In that capacity, the
Vice President and Chief Financial Officer shall keep and maintain, or cause to
be kept and maintained accurate and correct books and records of accounts of the
properties and business transactions of the Corporation, including accounts of
the assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The Vice President and Chief Financial Officer
shall deposit all monies and other valuables in the name and to the credit of
the Corporation with such depositories as may be designated by the Board of
Directors. The Vice President and Chief Financial Officer shall disburse the
funds of the Corporation as may be ordered by the Board of Directors, shall
render to the Chairman of the Board, or to the Chief Executive Officer,
Treasurer and\or the Board of Directors, upon their request an account of the
financial condition of the Corporation, and shall have such other powers and
perform such other duties as may be prescribed from time to time by the Board of
Directors, the Chairman of the Board or the Chief Executive Officer.

         4.8 SECRETARY. The Secretary shall be the custodian of all books,
papers, records and documents of the Corporation, except as otherwise authorized
by the Board of Directors. He shall conduct, by himself or through such
assistant secretaries and other subordinates, such business as shall be
authorized by the Board of Directors; he shall serve or cause to be served,
printed and published, such notice as shall be required by law, by these Bylaws
and by resolutions of the Board of Directors; he shall keep the corporate
records, carry on all proper correspondence and shall act as Secretary in the
meetings of the shareholders and the Board of Directors, and shall perform such
other administrative duties as shall be assigned to him from time to time by the
Board of Directors.

         4.9 TREASURER. The Treasurer shall have charge of the funds of the
Corporation and shall pay them out as ordered by the Board of Directors. He
shall keep an accurate account of receipts and disbursements and submit a report
thereof to the Board of Directors at their regular meeting and more often as
required; he shall also give a full and complete report at the annual meeting of
the shareholders.

                                   ARTICLE V.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         5.1 GENERAL. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a Director, or officer, of the Corporation,
or is or was serving at the request of the Corporation


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<PAGE>


as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding
if he acted in good faith and in a manner he reasonably believed to be or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

         5.2 DERIVATIVE ACTIONS. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
Director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, provided that no indemnification shall be
made in respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the court shall deem proper.

         5.3 INDEMNIFICATION IN CERTAIN CASES. To the extent that a Director or
officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2 of
this Article V, or in defense of any claim, issue, or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

         5.4 PROCEDURE. Any indemnification under Sections 1 and 2 of this
Article V (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
Director or officer is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in such Sections 1 and 2. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such action, suit, or
proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable if
a quorum of disinterested Directors so directs, by independent legal counsel in
a written opinion, or (c) by the shareholders.

         5.5 ADVANCES FOR EXPENSES. Expenses incurred in defending a civil or
criminal action, suit, or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the Director or officer to repay such amount if
it shall be ultimately determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article V.

         5.6 RIGHTS NOT EXCLUSIVE. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of this
Article V shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
law, bylaw, agreement, vote of shareholders, or disinterested Directors or
otherwise, both as to action in their official capacities and as to action in
another capacity while holding such offices.

         5.7 INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
liability asserted against him and incurred by him in any such


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<PAGE>


capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article V.

         5.8 DEFINITION OF CORPORATION. For the purposes of this Article V,
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was a director or officer of such a constituent
corporation or is or was serving at the request of such constituent corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise shall stand in the same position under
the provisions of this Article V with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving corporation
in the same capacity.

         5.9 SURVIVAL RIGHTS. The indemnification and advancement of expenses
provided by, or granted pursuant to this Article V 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 and administrators of such a person.

                                   ARTICLE VI.

                                  CAPITAL STOCK

         6.1 CERTIFICATES FOR SHARES. Certificates for shares of capital stock
of the Corporation shall be in such form as shall be determined by the Board of
Directors. They shall be issued in consecutive order and shall be numbered in
the order of their issue and shall be signed by either (i) the Board of
Directors or (ii) the President or any Vice President and the Secretary or an
Assistant Secretary, provided, however, that if any stock certificate is
countersigned by a transfer agent, other than the Corporation or its employee,
or by a registrar, other than the Corporation or its employee, any other
signature, including that of a director or any such officer, on such certificate
may be a facsimile, engraved, stamped or printed. In case any director, officer
or agent who has signed or whose facsimile signature shall be used on any stock
certificate shall cease to be such director, officer or agent of the Corporation
because of death, resignation or otherwise before such stock certificate shall
have been delivered by the Corporation, such stock certificate may nevertheless
be issued and delivered as though the person or agent who signed the certificate
or whose facsimile signature shall have been used thereon had not ceased to be
such director, officer or agent of the Corporation.

         6.2 TRANSFER OF SHARES. Upon surrender to the Corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction on its books.

         6.3 LOST, DESTROYED AND MUTILATED CERTIFICATES. Holders of the shares
of the Corporation shall immediately notify the Corporation of any loss,
destruction, or mutilation of the certificate therefor, and the Board of
Directors may in its discretion cause one or more new certificates for the same
number of shares in the aggregate to be issued to such shareholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.

         6.4 FIXING OF RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than seventy days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the day before the first date on which notice of the meeting is
mailed or the day before the date on which the resolution



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<PAGE>


of the Board of Directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of shareholders. In order to
determine the shareholders entitled to demand a special meeting, the record date
shall be the sixtieth day preceding the date of receipt by the Corporation of
written demands sufficient to require the calling of such meeting, unless
otherwise fixed by the Board of Directors. 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 Board of Directors selects a new record date or unless a new record date is
required by law.

         6.5 TRANSFER OF SHARES. The shares of the Corporation shall be
transferable or assignable only on the books of the Corporation by the holder in
person or by attorney on surrender of the certificate for such shares duly
endorsed and, if sought to be transferred by attorney, accompanied by a written
power of attorney to have the same transferred on the books of the Corporation.
The Corporation will recognize however, the exclusive right of the person
registered on the books as the owner of shares to receive dividends and to vote
as such owner.

                                  ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

         7.1 SEAL. This Corporation shall not have a corporate seal.

         7.2 FISCAL YEAR. The fiscal year of the Corporation shall commence with
the first day of January each year and terminate with the 31st day of December
each year.

         7.3 CHECKS, NOTES AND DRAFTS. Checks, notes, drafts, and other orders
for the payment of money shall be signed by such persons as the Board of
Directors from time to time may authorize. When the Board of Directors so
authorizes, however, the signature of any such person may be a facsimile.

         7.4 AMENDMENT OF BYLAWS. Bylaws may be adopted, altered, repealed or
amended for the corporation by the Board of Directors and/or by the Shareholders
in lawful and proper meeting assembled. Any and all Revised Bylaws adopted by
the Shareholders shall supersede and shall prevail over Bylaws adopted by the
Board of Directors.

         7.5 VOTING OF SHARES HELD. Unless otherwise provided by resolution of
the Board of Directors, the Chairman of the Board may from time to time appoint
an attorney or attorneys or agent or agents of the Corporation, in the name and
on behalf of the Corporation, to cast the vote which the Corporation may be
entitled to cast as a shareholder or otherwise in any other corporation, any of
whose securities may be held by the Corporation, at meetings of the holders of
the shares or other securities of such other corporation, or to consent in
writing to any action by any such other corporation; and the Chairman of the
Board shall instruct the person or persons to appoint as to the manner of
casting such votes or giving such consent and may execute or cause to be
executed on behalf of the Corporation such written proxies, consents, waivers,
or other instruments as may be necessary or proper in the premises. In lieu of
such appointment the Chairman of the Board may himself attend any meetings of
the holders of shares or other securities of any such other corporation and
there vote or exercise any or all power of the Corporation as the holder of such
shares or other securities of such other corporation.

         7.6 PRINCIPAL OFFICE. The principal office of the Corporation in the
State of Iowa shall be located in the City of West Des Moines, County of Polk,
or as otherwise or more particularly identified in the most recent filed (at any
time), annual report of the Corporation on file with the Iowa Secretary of
State.


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<PAGE>


                                  ARTICLE VIII.

                                EMERGENCY BYLAWS

         8.1 The Emergency Bylaws provided in this Article VIII shall be
operative during any emergency, notwithstanding any different provision in the
preceding Articles of these Bylaws or in the Articles of Incorporation of the
Corporation or in the Iowa Business Corporation Act (other than those provisions
relating to emergency bylaws). An emergency exists if a quorum of the
Corporation's Board of Directors cannot readily be assembled because of some
catastrophic event. To the extent not inconsistent with these Emergency Bylaws,
the Bylaws provided in the preceding Articles shall remain in effect during such
emergency and upon the termination of such emergency the Emergency Bylaws shall
cease to be operative unless and until another such emergency shall occur.

         8.2 During any such emergency:

                  (a) Any meeting of the Board of Directors may be called by any
         officer of the Corporation or by any Director. The notice thereof shall
         specify the time and place of the meeting. To the extent feasible,
         notice shall be given in accordance with Section 2.4 above, but notice
         may be given only to such of the Directors as it may be feasible to
         reach at the time, by such means as may be feasible at the time,
         including publication or radio, and at a time less than twenty-four
         hours before the meeting if deemed necessary by the person giving
         notice. Notice shall be similarly given, to the extent feasible, to the
         other persons referred to in (b) below.

                  (b) At any meeting of the Board of Directors, a quorum shall
         consist of a majority of the number of Directors then in office, If the
         Directors present at any particular meeting shall be fewer than the
         number required for such quorum, other persons present as referred to
         below, to the number necessary to make up such quorum, shall be deemed
         Directors for such particular meeting as determined by the following
         provisions and in the following order priority:

                  (i) Vice-Presidents not already serving as Directors, in the
                  order of their seniority of first election to such offices, or
                  if two or more shall have been first elected to such offices
                  on the same day, in the order of their seniority in age;

                  (ii) All other officers of the Corporation in the order of
                  their seniority of first election to such offices, or if two
                  or more shall have been first elected to such offices on the
                  same day, in the order of their seniority in age; and

                  (iii) Any other persons that are designated on a list that
                  shall have been approved by the Board of Directors before the
                  emergency, such persons to be taken in such order of priority
                  and subject to such conditions as may be provided in the
                  resolution approving the list.

                  (iv) The Board of Directors, during as well as before any such
                  emergency, may provide, and from to time modify, lines of
                  succession in the event that during such an emergency any or
                  all officers or agents of the Corporation shall for any reason
                  be rendered incapable of discharging their duties.

                  (v) The Board of Directors, during as well as before any such
                  emergency, may, effective in the emergency, change the
                  principal office, or designate several alternative offices, or
                  authorize the officers so to do.


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<PAGE>


         8.3 No officer, Director, or employee shall be liable for action taken
in good faith in accordance with these Emergency Bylaws.

         8.4 These Emergency Bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the shareholders,
except that no such repeal or change shall modify the provisions of the next
preceding paragraph with regard to action or inaction prior to the time of such
repeal or change. Any such amendment of these Emergency Bylaws may make any
further or different provision that may be practical and necessary for the
circumstances of the emergency.


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