ownedbeneficially and of record by such shareholder and such beneficial owners; and (iii) in the eventthat such business includes a proposal to amend either the Articles of Incorporation or the Bylawsof the Corporation, the language of the proposed amendment. Notwithstanding anything in theseBylaws to the contrary, no business shall be conducted at any annual meeting except in accordancewith this paragraph, and the Chairman of the Board or other person presiding at an annual meetingof shareholders, may refuse to permit any business to be brought before an annual meeting withoutcompliance with the foregoing procedures. For the purposes of this paragraph “public announcement”shall mean disclosure in a press release reported by a national news service or in a documentpublicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Inaddition to the provisions of this paragraph, a shareholder shall also comply with all applicablerequirements of the Exchange Act and the rules and regulations thereunder with respect to thematters set forth herein. Nothing in these Bylaws shall be deemed to affect any rights ofshareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant toRule 14a-8 under the Exchange Act.1.3 Special Meetings. A special meeting of the shareholders for any purpose or purposes may becalled at any time by the Chairman of the Board or by any two members of the Board of Directors.Unless otherwise provided in an agreement to which holders of a voting group are subject, if theholders of at least ten percent (10%) of all votes entitled to be cast by any voting group on anyissue proposed to be considered at a proposed special meeting sign, date, and deliver to theSecretary of the Corporation one or more written demands for the meeting, describing the purpose orpurposes for which it is to be held, the Board of Directors shall call the requested specialmeeting within a reasonable time, at a place and time determined by the Board of Directors. At aspecial meeting no business shall be conducted other than that stated in the notice of the meeting.At any special meeting of the shareholders whereat the sole purpose of the meeting is to elect orremove only Class A Directors or only Class B Directors, or at any other special meeting of theshareholders at which only shareholders of Class A Common Stock or only shareholders of Class BCommon Stock are entitled to vote, only holders of the class of stock entitled to vote are entitledto notice.1.4 Notice of Meetings. Written notice stating the place, day and hour of every meeting of theshareholders and, in case of a special meeting, the purpose or purposes for which the meeting iscalled, shall be delivered not less than ten nor more than sixty days before the date of themeeting to each shareholder of record entitled to vote at such meeting. The notice, if mailed,shall be effective upon deposit in the United States mail, postpaid and correctly addressed to theshareholder’s address shown in the Corporation’s current record of shareholders. The notice, iftransmitted electronically, shall be effective when transmitted to the shareholder in a mannerauthorized by the shareholder. Such further notice shall be given as may be required by law, butmeetings may be held without notice if all the shareholders entitled to vote at the meeting arepresent in person or by proxy or if notice is waived in writing by those not present, either beforeor after the meeting.1.5 Director Nomination Bylaw. Nominations of persons for election as Class A
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Directors may be madeby the Board of Directors or by any shareholder entitled to vote for the election of Class ADirectors. Any shareholder entitled to vote for the election of Class A Directors may nominate aperson or persons for election as director only if written notice of such shareholder’s intent isdelivered 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 less than 120days prior to the first anniversary of the prior 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 electionof directors, not later than 10 days following the date on which public announcement (ashereinafter 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 a national news service or ina document publicly filed by the Corporation with the Securities Exchange Commission pursuant toSections 13, 14 or 15(d) of the Exchange Act. In the event that the date of the annual meeting isadvanced by more than 30 days or delayed by more than 60 days from the date of the prior year’sannual meeting, notice by the shareholder must be delivered not later than 90 days prior to suchannual meeting, or the 10th day following the day on which public announcement of the date of suchmeeting is first made. Notwithstanding anything in the foregoing sentence to the contrary, in theevent that the number of Class A Directors to be elected to the Board of Directors of theCorporation is increased and there is no public announcement naming all of the nominees fordirector or specifying the size of the increased Board of Directors made by the Corporation atleast 100 days prior to the first anniversary of the preceding year’s annual meeting, ashareholder’s notice required by this Section shall also be considered timely, but only withrespect to nominees for any new positions created by such increase, if it shall be delivered to theSecretary of the Corporation not later than the close of business on the 10th day following the dayon which such public announcement is first made.Such shareholder’s notice shall set forth: (a) the name and address of the shareholder who intendsto make the nomination and the name, address, age and principal occupation or employment of theperson or persons to be nominated; (b) a representation that the shareholder is a holder of recordof Class A Common Stock of the Corporation entitled to vote at such meeting and intends to appearin 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 thebeneficial owner, if any, and the number and class of shares, if any, beneficially owned by thenominee; (d) a description of all arrangements or understandings between the shareholder and eachnominee and any other person or persons (naming such person or persons) pursuant to which thenomination or nominations are to be made by the shareholder; (e) such other information regardingeach nominee that is required to be disclosed in connection with the solicitation of proxies forthe election of directors, or as otherwise required, in each case pursuant to Regulation 14A underthe Exchange Act (including, without limitation, such person’s written consent to being named in aproxy statement as a nominee and to serving as a director if nominated). The Chairman of the Boardor other person presiding at a meeting of shareholders, may refuse to acknowledge the nomination ofany person not made in accordance with the procedures prescribed by these Bylaws, and in that eventthe defective nomination shall be disregarded.
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1.6 Voting Lists. After the record date for a meeting has been fixed, the officer or agent havingcharge of the stock transfer books for shares of the Corporation shall make a complete list of theshareholders entitled to vote at such meeting, or any adjournment thereof, arranged by voting groupand within each voting group, in alphabetical order, with the address of and the number and classof shares held by each, which list, for a period beginning two business day after notice of themeeting was first given for which the list was prepared and continuing through the meeting, shallbe kept on file at the principal office of the Corporation or at the place identified in themeeting notice in the city where the meeting will be held. The list shall be subject to inspectionby any shareholder at any time during usual business hours. Such list shall also be produced andkept open at the time and place of the meeting and shall be subject to inspection of anyshareholder during the whole time of the meeting. The list furnished to the Corporation by itsstock transfer agent shall be prima facie evidence as to who are the shareholders entitled toexamine 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 thematter 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, therepresentation of the number so required shall constitute a quorum. If a quorum shall fail toattend any meeting, the chairman of the meeting or a majority of the votes present may adjourn themeeting 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 announcedat the meeting at which the adjournment is taken; provided, however, that if the date of anyadjourned meeting is more than one hundred twenty (120) days after the date for which the meetingwas originally noticed, or if a new record date is fixed for the adjourned meeting, notice of theplace, date and time of the adjourned meeting shall be given in conformity herewith. At anyadjourned meeting, any business may be transacted which might have been transacted at the originalmeeting.1.8 Proxies. At all meetings of shareholders, a shareholder may vote by proxy signed by theshareholder or by the shareholder’s duly authorized attorney in fact or agent or by an electronictransmission. Such proxy shall be filed with the Secretary of the Corporation before or at the timeof the meeting. A proxy shall be valid for eleven months from the date of its execution, unlessotherwise provided in the appointment. No holder of any share of any class of stock of theCorporation shall sell the vote pertaining to such share or issue a proxy to vote such share inconsideration of any sum of money or anything of value.1.9 Voting of Shares by Certain Holders. Shares standing in the name of another corporation may bevoted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in theabsence 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 personor by proxy, without a transfer of such shares. Shares standing in the name of a
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trustee may bevoted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote sharesso held without a transfer of such shares into the name of the trustee.Shares standing in the name of a receiver may be voted by such receiver, and shares held by orunder the control of a receiver may be voted by such receiver without the transfer thereof ifauthority so to do be contained in an appropriate order of the court by which such receiver wasappointed.A shareholder whose shares are pledged shall be entitled to vote such shares until the shares havebeen transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to votethe shares so transferred.Neither treasury shares nor, absent special circumstances, shares held by another corporation if amajority of the shares entitled to vote for the election of directors of such other corporation isheld by the Corporation, shall be voted at any meeting or counted in determining the total numberof outstanding shares at any given time.1.10 Voting. At any meeting of the shareholders, each shareholder of a class entitled to vote onany matter coming before the meeting shall, as to such matter, have one vote, in person or byproxy, for each share of capital stock of such class standing in such shareholder’s name on thebooks of the Corporation on the date, not more than seventy days prior to such meeting, fixed bythe Board of Directors as the record date for the purpose of determining shareholders entitled tovote except that holders of serial preferred shares shall have such number of votes per share asare required by the terms of such series.1.11 Voting by Ballot. Voting by shareholders on any question or in any election may be viva voceunless 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 theChairman of such meeting. Each inspector shall take and sign an oath faithfully to execute theduties of inspector with strict impartiality and according to the best of the inspector’s ability.Inspectors so appointed willAscertain 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.Determine the result.**Article II. Directors**
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2.1 General Powers. The property, affairs and business of the Corporation shall be managed by orunder 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 vestedin such Board.2.2 Number of Directors. The number of Class A Directors shall be not less than eight (8) nor morethan ten (10) with the exact number as determined from time to time by resolution of the Board ofDirectors. The number of Class B Directors shall be not less than five (5) nor more than seven (7)with the exact number as determined from time to time by written agreement of the holders of atleast a majority of the Class B Common Stock. The number of Class B Directors shall be not lessthan three (3) less than the number of Class A Directors of the Corporation.2.3 Election and Removal of Directors; Quorum.At each annual meeting of the shareholders, the Class A shareholders and the holders of any seriesof preferred stock having voting rights shall elect, by a plurality vote of the votes cast by theshares of Class A Common Stock and the holders of any series of preferred stock having votingrights entitled to vote in the election, Class A Directors, and the Class B shareholders shallelect, by a plurality vote of the votes cast by the shares of Class B Common Stock entitled to votein the election, Class B Directors, each to hold office until the next succeeding annual meeting ofshareholders and until their successors are elected.Any Class A Director or Class B Director may be removed from office at a meeting called expresslyfor that purpose by the vote of shareholders of the respective Class if the number of votes cast toremove that director exceeds the number of votes cast not to remove such director.Any vacancy occurring in the Board of Directors may be filled by the vote of a majority of theDirectors, including a majority of the Class of Directors with respect to which such vacancyoccurred.A majority of the number of Directors prescribed pursuant to Resolution of the Board of Directorsin accordance with the Articles of Incorporation shall constitute a quorum for the transaction ofbusiness. The act of a majority of Directors present at a meeting at which a quorum is presentshall 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 aspracticable after the adjournment of the annual meeting of shareholders at such place as the Boardmay designate. Regular meetings of the Board of Directors shall be held quarterly at such time andplace as the Board may fix by resolution. Other meetings of the Board of Directors shall be held atplaces within or without the State of Iowa and at times fixed by resolution of the Board, or uponcall of the Chairman of the Board or any two of the Directors. The Secretary or officer performingthe Secretary’s duties shall give not less than twenty-four hours’ notice electronically or byletter, telegraph, telefax, or
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telephone (or in person) of all meetings of the Board of Directors, provided that notice need notbe given of the annual meeting or of regular meetings held at times and places fixed by resolutionof 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 ofmeetings of the Board need not state the purpose of the meeting.2.5 Compensation. Upon recommendation by the Management Development and Compensation Committee andapproval by the Board of Directors, Directors may be allowed annual fees and fees and expenses forattendance at all meetings of the Board of Directors and any committee of the Board of Directors.Nothing herein shall preclude Directors from serving the Corporation in other capacities andreceiving compensation for such other services unless prohibited by law or by a requirement of theNew York Stock Exchange.2.6 Eligibility for Service as a Director. Certain qualifications for election as a Director of theCorporation are set forth in, or in the manner prescribed in, the Articles of Incorporation. Thedirectorship of any Director who ceases to remain qualified shall immediately thereupon be vacant,and the vacancy may be filled in the manner specified in these Bylaws.**Article III. Committees**3.1 General. The Board of Directors may create one or more committees and may appoint one or moremembers of the Board of Directors to serve on any committee. The Board of Directors may appoint oneor more directors as alternate members of any committee to replace any absent or disqualifiedmember during the member’s absence or disqualification. Unless the Articles of Incorporation or theBylaws or the resolution creating the committee provide otherwise, in the event of the absence ordisqualification of a member of a committee, the member or members present at any meeting and notdisqualified from voting, unanimously, may appoint another director to act in place of the absentor disqualified member.3.2 Executive Committee. An Executive Committee consisting of two or more members of the Board ofDirectors may be designated by the Board of Directors at the time of the annual meeting or at suchother time as the Board of Directors may determine. The Chairman and the Chief Executive Officershall, at all times, be designated members of the Executive Committee. The Executive Committeeshall, during the intervals between the meetings of the Board of Directors and so far as itlawfully may, possess and exercise all of the authority of the Board of Directors in the managementof the business of the Corporation, in all cases in which specific directions shall not have beengiven by the Board of Directors provided that notwithstanding the foregoing, the ExecutiveCommittee shall not have authority to:authorize or approve dividends or other distributions, except according to a formula or method, orwithin limits, prescribed by the Board of Directors;
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approve or propose to shareholders actions or proposals required by the Iowa Business CorporationAct to be approved by shareholders;fill vacancies on the Board of Directors or, subject to Section 3.1 hereof, any committee thereof;adopt, amend or repeal Bylaws; orremove the Chairman of the board, Chairman of the Executive Committee or the Chief ExecutiveOfficer, or to appoint any person to fill a vacancy in any such office.3.3 Audit Committee. The Board of Directors shall appoint an Audit Committee. The Audit Committeeshall consist solely of Class A Directors, not less than three in number, who are independent ofmanagement and free from any relationships that, in the opinion of the Board of Directors, wouldinterfere with the exercise by the Director of independent judgment as a committee member. NoDirector who is an officer or director of a Class B Common Stockholder or who is an officer oremployee of the Corporation shall be qualified for Audit Committee membership. The policy statementon audit committees issued by the New York Stock Exchange shall be applicable in determining whichDirectors are “independent” for this purpose.The Audit Committee shall be directly responsible for the appointment, compensation and oversightof the Corporation’s independent auditors. The Audit Committee shall have such specific duties asshall be set forth in the Audit Committee Charter. The Audit Committee Charter shall be approved bythe Board of Directors and the Audit Committee.3.4 Finance Committee. The Board of Directors may appoint a Finance Committee. The FinanceCommittee shall consist of up to 5 members of the Board of Directors and shall be nominated by theChairman of the Board. The Chairman thereof shall be designated by the Chairman of the Board. TheFinance Committee shall review at periodic intervals all budgets and capital adequacy budgetsproposed by management and make recommendations thereon to the Board of Directors, perform mid-termreviews of the progress towards goals under such budgets and report to the Board of Directors, andperform such other duties as may be delegated to it by the Board of Directors.3.5 Management Development and Compensation Committee. The Board of Directors shall appoint aManagement Development and Compensation Committee. The Management Development and CompensationCommittee shall consist solely of Class A Directors, not less than three in number, who areindependent of management and free from any relationships that, in the opinion of the Board ofDirectors, would interfere with the exercise by the Director of independent judgment as a committeemember. The Management Development and Compensation Committee shall establish a generalcompensation policy for the Corporation, shall evaluate the CEO and set the CEO’s compensationannually, shall administer any equity benefit plans and shall have responsibility for recommendingapproval of Directors’ fees and salaries. The Management Development and Compensation Committeeshall have such other specific duties as shall be set forth in its Charter. The Charter shall beapproved by the Board of
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Directors and the Management Development and Compensation Committee.3.6 Nominating Committees.Class A Nominating and Corporate Governance Committee. The Class A Nominating and CorporateGovernance Committee shall consist of not less than three members of the Board of Directors, all ofwhom are independent of management and free from any relationships that, in the opinion of theBoard of Directors, would interfere with the exercise by the Director of independent judgment as acommittee member, who shall be nominated by the Chairman of the Board and appointed by the Board ofDirectors. The Chairman of the Board shall designate the Chairman and the Secretary of the Class ANominating and Corporate Governance Committee. A majority of the Committee shall constitute aquorum. The Secretary of the Committee shall keep a complete record of the proceedings thereof. TheCommittee shall recommend to the Board of Directors the number of Class A Directors, which shall benot less than 8, nor more than 10 to be elected for the next year, and nominate for election theClass A Directors. The Secretary of the Committee shall submit and file in writing with theSecretary of this Corporation, not less than seventy-five (75) days prior to the date of themeeting of the shareholders of this Corporation at which Directors are to be elected, the names ofsuch nominees. The Committee is also charged with the responsibility of conducting evaluations ofthe Board of Directors and its members pursuant to guidelines it will adopt in a written charter,and to review and make recommendations regarding the Company’s corporate governance standards.Class B Nominating Committee. The Class B Nominating Committee shall include all Class B Directors.The Chairman of the Board shall designate the Chairman and the Secretary of the Class B NominatingCommittee. A majority of the members of the Committee shall constitute a quorum. The Secretary ofthe Committee shall keep a complete record of the proceedings thereof. The duty of the Committeeshall be to recommend to the Board of Directors the number of Class B Directors, which shall be notless than 5 nor more than 7 to be elected for the next year, consistent with any agreement amongthe Class B Common Stockholders, and to nominate for election the Class B Directors. The Secretaryof the Committee shall submit and file in writing with the Secretary of this Corporation, not lessthan seventy-five (75) days prior to the date of the meeting of the shareholders of thisCorporation at which Directors are to be elected, the names of such nominees.Report of Secretary. The Secretary shall report and submit to the shareholders for election, thenames of those so nominated, if eligible; in regard to the nominees as Class B Directors, no othernames may be nominated for election and no others may be elected.3.7 Meetings. Regular and special meetings of any Committee established pursuant to this Articlemay be called and held subject to the same requirements with respect to time, place, and notice asare specified in these Bylaws for regular and special meetings of the Board of Directors.3.8 Quorum and Manner of Acting. A majority of the members of any Committee serving at the time ofany meeting thereof shall constitute a quorum for the transaction of
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business at such meeting. The action of a majority of those members present at a Committee meetingat which a quorum is present shall constitute the act of the Committee.3.9 Term of Office. Members of any Committee shall be elected as above provided and shall holdoffice until their successors are elected by the Board of Directors or until such Committee isdissolved by the Board of Directors.3.10 Resignation and Removal. Any member of a Committee may resign at any time by giving writtennotice 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.3.11 Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever may befilled by a person elected by majority of the Directors then in office, subject to compliance withindependence requirements for members of certain committees.**Article IV. Officers**4.1 Officers. The Officers of the Corporation shall be a Chairman of the Board; a Chief ExecutiveOfficer; a First Vice Chair; a Secretary; a Treasurer; a Vice President and Chief FinancialOfficer; and additional Vice Presidents (the number thereof to be determined by the Board ofDirectors), and such other officers as the Board of Directors may from time to time designate byresolution, each of whom shall be elected by the Board of Directors. Any two or more offices may beheld by the same person. In its discretion, the Board of Directors may delegate the powers orduties of any officer to any other officer or agents, notwithstanding any provision of theseBylaws, and the Board of Directors may leave unfilled for any such period as it may fix, any officeexcept those of Chairman of the Board, the Chief Executive Officer, the Vice President and ChiefFinancial Officer, and the Secretary.4.2 Election and Term of Office. The officers of the Corporation to be elected by the Board ofDirectors shall be elected annually by the Board of Directors at the first meeting of the Board ofDirectors held after each annual meeting of the shareholders. If the election of officers shall notbe 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 untildeath or until such officer shall resign or shall have been removed in the manner hereinafterprovided.4.3 Removal. Any officers or agent elected or appointed by the Board of Directors may be removed bythe Board of Directors whenever in its judgment the best interests of the Corporation would beserved thereby, but such removal shall be without prejudice to the contract rights, if any, of theperson so removed. Any officer or agent elected by the Board of Directors except the Chairman ofthe Board, Chairman of the Executive
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Committee and the Chief Executive Officer, may be removed by the Executive Committee.4.4 Vacancies. A vacancy in the office of Chairman of the Board, or Chief Executive Officer becauseof death, resignation, removal, disqualification or otherwise, may be filled only by the Board ofDirectors for the unexpired portion of the term. A vacancy in any other office may be filled by theExecutive Committee.4.5 Chairman of the Board. The Chairman of the Board shall preside over all meetings of the Boardof Directors and meetings of the shareholders and shall be the Chairman of the Executive Committee.4.6 Chief Executive Officer. Subject to the business and administrative policies adopted by theBoard of Directors from time to time and under the supervision and direction of the Board, theChief Executive Officer shall be responsible for the supervision and direction of the business andaffairs of this Corporation and its employees.4.7 First Vice Chair. In the absence or the inability or disability of the Chairman of the Board orhis refusal to act, his duties shall devolve upon and be discharged by the First Vice Chair.4.8 Second Vice Chair. In the absence or the inability or disability of the Chairman of the Boardand First Vice Chair, or their refusal to act, their duties shall devolve upon and be discharged bythe Second Vice Chair.4.9 Secretary. The Secretary shall be the custodian of all books, papers, records and documents ofthe Corporation, except as otherwise authorized by the Board of Directors. The Secretary shallconduct, personally or through assistant secretaries and other subordinates, such business as shallbe authorized by the Board of Directors; the Secretary shall serve or cause to be served, printedand published, such notices as shall be required by law, by these Bylaws and by resolutions of theBoard of Directors; the Secretary shall maintain and authenticate the corporate records required tobe kept under Section 490.1601, subsections 1 and 5, of the Iowa Business Corporation Act, carry onall proper correspondence and shall prepare minutes of the meetings of the shareholders and theBoard of Directors, and shall perform such other administrative duties as shall be assigned to theSecretary from time to time by the Board of Directors.4.10 Treasurer. The Treasurer shall have charge of the funds of the Corporation and shall pay themout as ordered by the Board of Directors. The treasurer shall keep an accurate account of receiptsand disbursements and submit a report thereof to the Board of Directors at their regular meetingand more often as required.4.11 Vice President and Chief Financial Officer. The Vice President and Chief Financial Officershall be the principal and chief accounting and principal and chief finance officer of theCorporation. In that capacity, the Vice President and Chief Financial Officer shall keep andmaintain, or cause to be kept and maintained accurate and correct books and
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records of accounts of the properties and business transactions of the Corporation, includingaccounts of the assets, liabilities, receipts, disbursements, gains, losses, capital, retainedearnings, and shares. The Vice President and Chief Financial Officer shall deposit all monies andother valuables in the name and to the credit of the Corporation with such depositories as may bedesignated by the Board of Directors. The Vice President and Chief Financial Officer shall disbursethe funds of the Corporation as may be ordered by the Board of Directors, shall render to theChairman 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 suchother powers and perform such other duties as may be prescribed from time to time by the Board ofDirectors, the Chairman of the Board, the Chief Executive Officer or the Treasurer.**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 tobe made a party to any threatened, pending, or completed action, suit, or proceeding, whethercivil, criminal, administrative, or investigative whether formal or informal (other than an actionby or in the right of the Corporation) by reason of the fact that he is or was a Director orofficer 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, employeebenefit plan or other entity, against expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by him in connection with such action,suit, or proceeding, except for any of the following: (1) receipt of a financial benefit to whichthe director or officer was not entitled; (2) an intentional infliction of harm on the Corporationor its shareholders; (3) a violation by a director of section 490.833 of the Iowa BusinessCorporation Act; (4) an intentional violation of criminal law; and, (5) in the case of an officer,liability in connection with a proceeding by or in the right of Corporation other than forreasonable expenses incurred in connection with the proceeding. The termination of any action, suitor proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or itsequivalent, shall not, of itself, be determinative that the director or officer did not meet therelevant standard of conduct.5.2 Actions by or in the Right of the Corporation. The Corporation shall indemnify any person whowas or is a party or is threatened to be made a party to any threatened, pending, or completedaction or suit by or in the right of the Corporation to procure a judgment in its favor by reasonof the fact that he is or was a Director or officer of the Corporation, or is or was serving at therequest of the Corporation as a director, officer, employee, or agent of another corporation,partnership, joint venture, trust, employee benefit plan, or other entity against expenses(including attorneys’ fees) actually and reasonably incurred by him in connection with the defenseor settlement of such action or suit if liability was precluded by article VII of the Corporation’sArticles of Incorporation or if he acted in good faith and in a manner he reasonably believed to bein or not opposed to the best interests of the Corporation, provided that no indemnification shallbe
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made in respect of any claim, issue, or matter as to which such person shall have been adjudged tobe liable to the Corporation, or adjudged to be liable on the basis that such person received afinancial benefit to which he was not entitled, unless and only to the extent that the court inwhich such action or suit was brought shall determine upon application that, despite theadjudication of liability but in view of all the circumstances of the case, such person is fairlyand 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 Corporationhas been successful on the merits or otherwise, in defense of any action, suit or proceedingreferred to in Sections 1 and 2 of this Article V, or in defense of any claim, issue, or mattertherein, he shall be indemnified against expenses (including attorneys’ fees) actually andreasonably incurred by him in connection therewith.5.4 Procedure. Any indemnification under Sections 1 and 2 of this Article V (unless ordered by acourt) shall be made by the Corporation only as authorized for a specific proceeding after adetermination that indemnification of the Director or officer is permissible in the circumstancesbecause he has met the applicable standard of conduct set forth in such Sections 1 and 2. Suchdetermination shall be made by any means authorized by law, including, without limitation, by anyone of the following:If there are two or more disinterested Directors, by the Board of Directors by a majority vote ofall the disinterested Directors, a majority of whom shall for such purpose constitute a quorum, orby a majority of the members of a committee of two or more disinterested Directors appointed bysuch a vote.By special legal counsel selected in the manner prescribed in paragraph “a”, or if there are fewerthan two disinterested Directors, selected by the Board of Directors, in which selection directorswho do not qualify as disinterested Directors may participate.By the shareholders, but shares owned by or voted under the control of a Director who at the timedoes not qualify as a disinterested Director shall not be voted on the determination.5.5 Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit, orproceeding shall, after authorization as provided by the Iowa Business Corporation Act, be paid bythe Corporation in advance of the final disposition of such action, suit, or proceeding uponreceipt of a written undertaking by or on behalf of the Director or officer to repay any fundsadvanced if the Director or officer is not entitled to mandatory indemnification under the IowaBusiness Corporation Act and it is ultimately determined that the director or officer has not metthe relevant standard of conduct described in section 490.851 or section 490.856, respectively, ofthe Iowa Business Corporation Act.5.6 Rights Not Exclusive. The indemnification and advancement of expenses provided by, or grantedpursuant to, the other subsections of this Article V shall not be deemed exclusive of any otherrights to which those seeking indemnification or advancement of expenses may be entitled under anylaw, bylaw, agreement, vote of shareholders, or
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disinterested Directors or otherwise, both as to action in their official capacities and as toaction in another capacity while holding such offices.5.7 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of anyperson who is or was a Director, officer, employee, or agent of the Corporation, or is or wasserving at the request of the Corporation as a director, officer, employee, or agent of anothercorporation, partnership, joint venture, trust, employee benefit plan or other entity against anyliability asserted against him and incurred by him in any such capacity, or arising out of hisstatus as such, whether or not the Corporation would have the power to indemnify him against suchliability 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 resultingor surviving corporation so that any person who is or was a director or officer of such aconstituent corporation or is or was serving at the request of such constituent corporation as adirector, officer, employee, or agent of another corporation, partnership, joint venture, trust,employee benefit plan or other entity shall stand in the same position under the provisions of thisArticle V with respect to the resulting or surviving corporation as he would if he had served theresulting or surviving corporation in the same capacity.5.9 Survival Rights. The indemnification and advancement of expenses provided by, or grantedpursuant to this Article V shall continue as to a person who has ceased to be a Director or officerand shall inure to the benefit of the heirs, executors and administrators of such a person.**Article VI. Capital Stock**6.1 Evidence of Shares. The shares of capital stock of the Corporation shall be represented bycertificates unless the board of directors shall by resolution provide that some or all of anyclass or series of stock shall be uncertificated shares. Any such resolution shall not apply toshares represented by a certificate until the certificate is surrendered to the Corporation.Notwithstanding the adoption of any resolution providing for uncertificated shares, every holder ofstock represented by certificates and upon request every holder of uncertificated shares shall beentitled to have a certificate in such form as shall be determined by the Board of Directors. Ifcertificates are issued, they shall be issued in consecutive order within each class, shallindicate the class of stock represented thereby, shall be numbered in the order of their issuewithin the class, and shall be signed by the Chairman of the Board or the Chief Executive Officeror any other Vice Chair or Vice President and the Secretary or an Assistant Secretary, provided,however, that if any stock certificate is countersigned by a transfer agent, other than theCorporation or its employee, or by a registrar, other than the Corporation or its employee, anyother signature, including that of any such officer, on such certificate may be a facsimile,engraved, stamped or printed. In case any officer or agent who has signed or
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whose facsimile signature shall be used on any stock certificate shall cease to be such officer oragent of the Corporation because of death, resignation or otherwise before such stock certificateshall have been delivered by the Corporation, such stock certificate may nevertheless be issued anddelivered as though the person or agent who signed the certificate or whose facsimile signatureshall have been used thereon had not ceased to be such officer or agent of the Corporation.6.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares of the Corporation shallimmediately notify the Corporation of any loss, destruction, or mutilation of the certificatetherefore, and the Board of Directors may in its discretion cause one or more new certificates forthe same number of shares in the aggregate to be issued to such shareholder upon the surrender ofthe mutilated certificate or upon satisfactory proof of such loss or destruction, and the depositof a bond in such form and amount and with such surety as the Board of Directors may require.6.3 Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or tovote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receivepayment of any dividend, or in order to make a determination of shareholders for any other properpurpose, the Board of Directors of the Corporation may fix in advance a date as the record date forany 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 theparticular action requiring such determination of shareholders is to be taken. If no record date isfixed for the determination of shareholders entitled to notice of or to vote at a meeting ofshareholders, or shareholders entitled to receive payment of a dividend, the day before the firstdate on which notice of the meeting is delivered or the day before the date on which the resolutionof the Board of Directors declaring such dividend is adopted, as the case may be, shall be therecord date for such determination of shareholders. In order to determine the shareholders entitledto demand a special meeting, the record date shall be the sixtieth day preceding the date ofreceipt 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 tovote at any meeting of shareholders has been made as provided in this section, such determinationshall apply to any adjournment thereof, unless the Board of Directors selects a new record date orunless a new record date is required by law.6.4 Transfer of Shares. The shares of the Corporation shall be transferable or assignable only onthe books of the Corporation by the holder in person or by attorney on surrender of the certificatefor such shares duly endorsed and, if sought to be transferred by attorney, accompanied by awritten power of attorney to have the same transferred on the books of the Corporation.Uncertificated shares shall be transferred in the share transfer records of the Company upon thewritten instruction originated by the appropriate person to transfer the shares, and pursuant toany other transfer procedures the Board may direct or adopt. No person, holding shares of Class BCommon Stock may transfer, and the Corporation shall not register the transfer of, such shares ofClass B Common Stock whether by sale, assignment, gift, bequest, appointment or otherwise, exceptas permitted by the Class B Common Stockholder Agreement dated May 1, 1996, as amended hereafter(the “Class B Stockholder Agreement”).
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**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 Januaryeach 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 moneyshall be signed by such persons as the Board of Directors from time to time may authorize. When theBoard of Directors so authorizes, however, the signature of any such person may be a facsimile.7.4 Amendment of Bylaws. Unless proscribed by the Articles of Incorporation, an existing Bylaw, orby law, these Bylaws may be amended or altered at any meeting of the Board of Directors. Anyshareholder amendment or repeal of the Bylaws shall require the approval of a majority of theshares of each voting group.7.5 Voting of Shares Held. Unless otherwise provided by resolution of the Board of Directors, theChairman of the Board may from time to time appoint an attorney or attorneys or agent or agents ofthe Corporation, in the name and on behalf of the Corporation, to cast the vote which theCorporation may be entitled to cast as a shareholder or otherwise in any other corporation, any ofwhose securities may be held by the Corporation, at meetings of the holders of the shares or othersecurities of such other corporation, or to consent in writing to any action by any such othercorporation; and the Chairman of the Board shall instruct the person or persons to appoint as tothe manner of casting such votes or giving such consent and may execute or cause to be executed onbehalf of the Corporation such written proxies, consents, waivers, or other instruments as may benecessary or proper in the premises. In lieu of such appointment the Chairman of the Board mayhimself attend any meetings of the holders of shares or other securities of any such othercorporation and there vote or exercise any or all power of the Corporation as the holder of suchshares or other securities of such other corporation.7.6 Principal Office. The principal office and principal executive office of the Corporation in theState of Iowa shall be located in the City of West Des Moines, County of Polk, and as otherwise ormore particularly identified in the most recently filed (at any time), biennial report of theCorporation on file with the Iowa Secretary of State.**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 theArticles of Incorporation of the Corporation or in the Iowa Business Corporation Act (other thanthose provisions relating to emergency bylaws). An
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emergency exists if a quorum of the Corporation’s Board of Directors cannot readily be assembledbecause of some catastrophic event. To the extent not inconsistent with these Emergency Bylaws, theBylaws provided in the preceding Articles shall remain in effect during such emergency and upon thetermination of such emergency the Emergency Bylaws shall cease to be operative unless and untilanother such emergency shall occur.8.2 During any such emergency:Any meeting of the Board of Directors may be called by any officer of the Corporation or by anyDirector. The notice thereof shall specify the time and place of the meeting. To the extentfeasible, notice shall be given in accordance with Section 2.4 above, but notice may be given onlyto such of the Directors as it may be feasible to reach at the time, by such means as may befeasible at the time, including publication or radio, and at a time less than twenty-four hoursbefore the meeting if deemed necessary by the person giving notice. Notice shall be similarlygiven, to the extent feasible, to the other persons referred to in (b) below.At any meeting of the Board of Directors, a quorum shall consist of a majority of the number ofDirectors then in office. If the Directors present at any particular meeting shall be fewer thanthe number required for such quorum, other persons present as referred to below, to the numbernecessary to make up such quorum, shall be deemed Directors for such particular meeting asdetermined by the following provisions and in the following order priority:Vice-Presidents not already serving as Directors, in the order of their seniority of first electionto 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;All other officers of the Corporation in the order of their seniority of first election to suchoffices, or if two or more shall have been first elected to such offices on the same day, in theorder of their seniority in age; andAny other persons that are designated on a list that shall have been approved by the Board ofDirectors before the emergency, such persons to be taken in such order of priority and subject tosuch conditions as may be provided in the resolution approving the list.The Board of Directors, during as well as before any such emergency, may provide, and from to timemodify, lines of succession in the event that during such an emergency any or all officers oragents of the Corporation shall for any reason be rendered incapable of discharging their duties.The Board of Directors, during as well as before any such emergency, may, effective in theemergency, change the principal office, or designate several alternative offices, or authorize theofficers so to do.8.3 No officer, Director, or employee shall be liable for action taken in good faith in accordancewith these Emergency Bylaws.
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8.4 These Emergency Bylaws shall be subject to repeal or change by further action of the Board ofDirectors or by action of the shareholders, except that no such repeal or change shall modify theprovisions of the next preceding paragraph with regard to action or inaction prior to the time ofsuch repeal or change. Any such amendment of these Emergency Bylaws may make any further ordifferent provision that may be practical and necessary for the circumstances of the emergency.These Second Restated Bylaws were duly adopted by the Board of Directors of the Corporation on May14, 2004 and further amended on May 16, 2007, August 20, 2008 and February 18, 2009.        /s/ DAVID A. MCNEILL   David A. McNeill   Vice President, General Counsel and Secretary  Dated: August 5, 2009 
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