AMENDED AND RESTATED BYLAWS OF WASHINGTON BANCORP.

                                   ARTICLE I

                                     OFFICES

The principal office of the Corporation in the State of Iowa shall be located in
the City of Washington,  Washington  County. The Corporation may have such other
offices, within or without the State of Iowa, as the business of the Corporation
may require from time to time.

The registered  office and registered  agent of the Corporation  required by the
Iowa Business  Corporation  Act to be  continuously  maintained in Iowa shall be
initially as provided in the Articles of  Incorporation  and shall be subject to
change from time to time by  resolution  of the Board of Directors and notifying
the Iowa  Secretary  of State by either  filing of a statement of such change or
indicating such change in its annual report.

                                   ARTICLE II

                                  SHAREHOLDERS

SECTION 1. ANNUAL MEETING.  The amual meeting of  shareholders  shall be held on
such date as the Board of Directors shall by resolution  specify within a period
commencing on January 1 and ending on December 31 in each year,  beginning  with
1996. At each annual meeting the election of the directors  shall take place and
such other  business  shall be transacted  as may be properly  presented to such
meeting. If the day fixed for the annual meeting shall be a legal holiday,  such
meeting  shall be held on the next  succeeding  business day. If the election of
directors shall not be held on the day designated herein for any annual meeting,
or at any adjournment  thereof,  the Board of Directors shall cause the election
to be held at a meeting of the  shareholders  as soon thereafter as conveniently
may be.

SECTION 2. SPECIAL MEETINGS.  Special meetings of the shareholders may be called
by the Board of Directors.  The holders of at least ten percent of all the votes
entitled  to be cast on any issue  proposed  to be  considered  at the  proposed
special meeting may cause a special meeting of the  shareholders to be held upon
compliance  with the  requirements  of Section  702(l)(b)  of the Iowa  Business
Corporation Act.

SECTION 3. PLACE OF MEETING.  The Board of Directors  may  designate  any place,
either in or out of the State of Iowa,  as the place of  meeting  for any annual
meeting or for any special meeting called by the Board of Directors. A waiver of
notice signed by all shareholders  may designate any place,  either in or out of
the  State  of  Iowa,  as the  place  for the  holding  of such  meeting.  If no
designation is made, or if a special meeting be otherwise  called,  the place of
meeting shall be the Corporation's principal office.

SECTION 4. NOTICE OF MEETINGS.  Written notice stating the date,  time and place
of the  meeting  and, in the case of a special  meeting,  a  description  of the
purpose or  purposes  for which the meeting is called,  shall be mailed,  unless
oral notice is reasonable under the  circumstances,  not fewer than ten nor more
than sixty days before the date of the  meeting,  by or at the  direction of the
President,  the Secretary, or the officer or persons calling the meeting to each
shareholder of record entitled to vote at the meeting. If mailed, such notice is
effective  when  mailed  addressed  to the  shareholder's  address  shown in the
Corporation's current record of shareholders, with postage prepaid.

SECTION 5. RECORD DATE. For the purpose of determining  shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment  thereof,
or  entitled  to  receive  payment  of  any  dividend,  or in  order  to  make a
determination  of  shareholders  for any  other  proper  purpose,  the  Board of
Directors  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 sixty
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,  or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which resolution 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.

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  fixes a new
record  date,  which it must do if the meeting is  adjourned to a date more than
one hundred twenty (120) days after the date fixed for the original meeting.
<PAGE>

SECTION 6. VOTING LIST. The officer or agent having charge of the stock transfer
books for shares of the Corporation shall make, at least two business days after
notice of each meeting of shareholders is given, a complete alphabetical list of
the shareholders  entitled to notice of such meeting or any adjournment thereof,
arranged  by voting  group and within  each  voting  group by class or series of
shares,  with  the  address  of and the  number  of  shares  held by  each.  The
shareholders' list must be available for inspection by any shareholder beginning
two (2)  business  days after  notice of the meeting is given for which the list
was prepared and continuing through the meeting, at the Corporation's  principal
office or at a place  identified  in the  meeting  notice in the city  where the
meeting will be held. A shareholder,  or a shareholder's  agent or attorney,  is
entitled on written demand to inspect and,  subject to the  requirements of Iowa
Business  Corporation  Act  Section  490.1602,  subsection  3, to copy the list,
during regular business hours and at the person's expense,  during the period it
is available for inspection.  The Corporation shall make the shareholders'  list
available at the  meeting,  and any  shareholder,  or a  shareholder's  agent or
attorney,  is entitled to inspect the list at any time during the meeting or any
adjournment.  Refusal or failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

SECTION  7.  QUORUM OF  SHAREHOLDERS.  The  holders of at least one third of all
shares  of stock  entitled  to vote at a  meeting,  represented  in person or by
proxy,  shall  constitute  a  quorum  of  that  voting  group  at a  meeting  of
shareholders  unless a greater  number may be required by law.  Where a separate
vote by a class or classes is required a majority of the shares of such class or
classes,  represented  in  person  or by  proxy  (after  giving  effect  to  the
provisions of Article IV of the Articles of  Incorporation),  shall constitute a
quorum entitled to take action with respect to that vote on that matter.  Shares
entitled to vote as a separate  voting group may take action on a matter only if
a quorum of those shares  exists with  respect to that matter.  If a quorum of a
voting  group is present,  the  affirmative  vote of the  majority of the shares
representing the voting group at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders, unless the vote of a greater number
or approval by other voting groups is required by the Iowa Business  Corporation
Act, the Articles of  Incorporation  or the Bylaws.  Once a share is represented
for any purpose at a meeting,  it is deemed present for quorum  purposes for the
remainder of the meeting and for any  adjournment  of that meeting  unless a new
record date is or must be set for that adjourned meeting.

SECTION 8. PROXIES. At all meetings of the shareholders,  a shareholder may vote
the shareholder's shares either in person or by proxy. A shareholder may appoint
a proxy to vote or otherwise act for the  shareholder  by signing an appointment
form either by the  shareholder  or by the  shareholder's  attorney-in-fact.  No
proxy shall be valid after eleven months from the date of its execution,  unless
otherwise  provided in the  appointment  form.  Proxies shall be effective  when
filed with the secretary or other officer or agent authorized to tabulate votes.

SECTION  9.  VOTING OF  SHARES.  Subject  to the  provisions  of Section 10 this
Article and Article IV of the Articles of Incorporation,  each outstanding share
of stock shall be entitled to one vote upon each matter  submitted  to vote at a
meeting of the shareholders.

SECTION  10.  VOTING OF SHARES BY CERTAIN  HOLDERS.  Shares of this  Corporation
owned directly or indirectly by another  corporation if a majority of the shares
entitled to vote for  election of directors  of such other  corporation  is held
directly or indirectly by this Corporation shall not be voted at any meeting.

If the name signed on a vote, consent,  waiver, or proxy appointment corresponds
to the  name of a  shareholder,  the  Corporation  if  acting  in good  faith is
entitled to accept the vote,  consent,  waiver, or proxy appointment and give it
effect as the act of the shareholder:

If the name signed on a vote,  consent,  waiver,  or proxy  appointment does not
correspond to the name of its  shareholder,  the  Corporation  if acting in good
faith is nevertheless  entitled to accept the vote,  consent,  waiver,  or proxy
appointment and give it effect as the act of the shareholder if

a.   The  shareholder is an entity and the name signed purports to be that of an
     officer or agent of the entity.

b.   The name signed purports to be that of an administrator, executor, guardian
     of the property,  or conservator  representing  the shareholder and, if the
     Corporation  requests,  evidence  of  fiduciary  status  acceptable  to the
     Corporation has been presented with respect to the vote,  consent,  waiver,
     or proxy appointment.

c.   The name signed  purports to be that of a receiver or trustee in bankruptcy
     of the  shareholder  and,  if the  Corporation  requests,  evidence of this
     status acceptable to the Corporation has been presented with respect to the
     vote, consent, waiver, or proxy appointment.
<PAGE>

d.   The name signed  purports  to be that of a pledgee,  beneficial  owner,  or
     attorney-in-fact  of the  shareholder  and,  if the  Corporation  requests,
     evidence acceptable to the Corporation of the signatory's authority to sign
     for the shareholder  has been presented with respect to the vote,  consent,
     waiver, or proxy appointment.

e.   Two or more persons are the  shareholders  as co-tenants or fiduciaries and
     the name signed  purports  to be the name of at least one of the  co-owners
     and the person signing appears to be acting on behalf of all the co-owners.

The  Corporation  is  entitled  to  reject  a vote,  consent,  waiver,  or proxy
appointment  if the Secretary or other  officer or agent  authorized to tabulate
votes,  acting in good faith,  has reasonable basis for doubt about the validity
of the  signature  on it or  about  the  signatory's  authority  to sign for the
shareholder.

The Corporation and its officer or agent who accepts or rejects a vote, consent,
waiver,  or proxy appointment in good faith and in accordance with the standards
of  this  Section  are  not  liable  in  damages  to  the  shareholder  for  the
consequences of the acceptance or rejection.

Corporate  action  based on the  acceptance  or  rejection  of a vote,  consent,
waiver,  or proxy  appointment  under this  Section  is valid  unless a court of
competent jurisdiction determines otherwise.

SECTION  11.  ACTION  WITHOUT  MEETING OF  SHAREHOLDERS.  No action  required or
permitted by the Iowa Business  Corporation  Act to be taken at a meeting of the
shareholders may be taken without a meeting or vote.

SECTION 12.  VOTING BY BALLOT.  Voting on any question or in any election may be
voice vote unless the  presiding  officer shall order or any  shareholder  shall
demand that voting be by ballot.

SECTION  13.  ORGANIZATION.  Such  person  as the  Board of  Directors  may have
designated or, in the absence of such a person, the President of the Corporation
or, in his or her  absence,  such  person as may be chosen by the  holders  of a
majority of the shares entitled to vote who are present,  in person or by proxy,
shall call to order any meeting of the  stockholders  and act as chairman of the
meeting.  In the absence of the Secretary of the  Corporation,  the secretary of
the meeting shall be such person as the chairman appoints.

SECTION 14. CONDUCT OF BUSINESS.

(a)  The chairman of any meeting of  stockholders  shall  determine the order of
     business and the procedure at the meeting, including such regulation of the
     manner of voting  and the  conduct of  discussion  as seem to him or her in
     order.  The date and time of the  opening and closing of the polls for each
     matter  upon  which  the  stockholders  will vote at the  meeting  shall be
     announced at the meeting.

(b)  At any annual  meeting of the  stockholders,  only such  business  shall be
     conducted  as shall have been  brought  before the meeting (i) by or at the
     direction  of the  Board of  Directors  or (ii) by any  stockholder  of the
     Corporation  who is entitled to vote with respect  thereto and who complies
     with the notice procedures set forth in this section 14(b). For business to
     be properly brought before an annual meeting by a stockholder, the business
     must  relate to a proper  subject  matter  for  stockholder  action and the
     stockholder  must have  given  timely  notice  thereof  in  writing  to the
     Secretary of the Corporation.  To be timely, a stockholder's notice must be
     delivered or mailed to and received at the principal  executive  offices of
     the  Corporation  not less than  ninety  (90) days prior to the date of the
     annual  meeting;  provided,  however,  that in the event that less than one
     hundred  (100) days' notice or prior public  disclosure  of the date of the
     meeting is given or made to  stockholders,  notice by the stockholder to be
     timely  must be  received  not later than the close of business on the 10th
     day  following  the day on which  such  notice  of the  date of the  annual
     meeting  was mailed or such public  disclosure  was made.  A  stockholder's
     notice to the Secretary shall set forth as to each matter such  stockholder
     proposes to bring before the annual meeting (i) a brief  description of the
     business  desired to be brought  before the annual  meeting and the reasons
     for  conducting  such  business  at the annual  meeting,  (ii) the name and
     address, as they appear on the Corporation's  books, of the stockholder who
     proposed  such  business,  (iii)  the  class  and  number  of shares of the
     Corporation's capital stock that are beneficially owned by such stockholder
     and  (iv) any  material  interest  of such  stockholder  in such  business.
     Notwithstanding anything in these Bylaws to the contrary, no business shall
     be brought  before or conducted at an annual  meeting  except in accordance
     with the provisions of this Section 14(b).  The officer of the  Corporation
     or other person  presiding over the annual  meeting shall,  if the facts so
     warrant,  determine  and  declare  to the  meeting  that  business  was not
     properly  brought  before the meeting in accordance  with the provisions of
     this Section 14(b) and, if he should so  determine,  he shall so declare to
     the meeting and any such business so determined to be not properly  brought
     before the meeting shall not be transferred.
<PAGE>

     At an special  meeting of the  stockholders,  only such  business  shall be
     conducted  as shall  have been  brought  before  the  meeting  by or at the
     direction  of the Board of  Directors  or the holders of the  Corporation's
     stock calling the special meeting.

(c)  Only persons who are nominated in accordance  with the procedures set forth
     in these Bylaws shall be eligible for election as directors. Nominations of
     persons for election to the Board of Directors  of the  Corporation  may be
     made at a meeting of stockholders at which directors are to be elected only
     (i) by or at the  direction  of the  Board  of  Directors  or  (ii)  by any
     stockholder  of the  Corporation  entitled  to  vote  for the  election  of
     directors at the meeting who complies with the notice  procedures set forth
     in this Section 14(c). Such nominations, other than those made by or at the
     direction  of the Board of  Directors,  shall be made by  timely  notice in
     writing to the Secretary of the Corporation.  To be timely, a stockholder's
     notice  shall be  delivered  or mailed  to and  received  at the  principal
     executive  offices of the  Corporation not less than ninety (90) days prior
     to the date of the meeting; provided,  however, that in the event that less
     than one hundred (100) days' notice or prior public  disclosure of the date
     of the meeting is given or made to stockholders,  notice by the stockholder
     to be timely  must be so  received  not later than the close of business on
     the l0th day  following  the day on which  such  notice  of the date of the
     meeting  was  mailed  or  such  prior  public  disclosure  was  made.  Such
     stockholder's  notice  shall  set  forth  (i) as to each  person  whom such
     stockholder proposes to nominate for election or re-election as a director,
     all information relating to such person that is required to be disclosed in
     solicitations  of  proxies  for  election  of  directors,  or is  otherwise
     required,  in each case  pursuant to  Regulation  14A under the  Securities
     Exchange Act of 1934, as amended  (including such person's  written consent
     to being  named in the proxy  statement  as a nominee  and to  serving as a
     director if elected);  and (ii) as to the stockholder giving the notice (a)
     the name and address,  as they appear on the  Corporation's  books, of such
     stockholder  and (b) the  class and  number of shares of the  Corporation's
     capital  stock  that are  beneficially  owned by such  stockholder.  At the
     request of the Board of  Directors,  any person  nominated  by the Board of
     Directors for election as a director  shall furnish to the Secretary of the
     Corporation  that  information  required to be set forth in a stockholder's
     notice of  nomination  which  pertains to the  nominee.  No person shall be
     eligible for election as a director of the Corporation  unless nominated in
     accordance  with the provisions of this Section  14(c).  The officer of the
     Corporation or other person presiding at the meeting shall, if the facts so
     warrant,  determine  that a nomimtion was not made in accordance  with such
     provisions  and,  if he or she  should  so  determine,  he or she  shall so
     declare to the meeting and the defective nomination shall be disregarded.

                                  ARTICLE III

                                   DIRECTORS

SECTION 1. GENERAL POWERS.  All corporate  powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation  managed under
the direction of, the Board of Directors.

SECTION 2. NUMBER AND ELECTION OF  DIRECTORS.  The number of directors  shall be
seven (7). Such number may be increased or decreased as provided  herein without
action of the shareholders. By amendment to these Bylaws, the Board of Directors
may  increase or decrease by thirty (30) percent or less the number of directors
last  approved  by the  shareholders.  Only the  shareholders  may  increase  or
decrease by more than thirty (30) percent the number of directors  last approved
by the  shareholders.  Any increase by the Board of Directors in the size of the
Board of Directors shall create a vacancy which may be filled immediately by the
existing  directors  without any vote of the  shareholders.  Any increase by the
shareholders  in the size of the Board of Directors shall create a vacancy which
may be  filled  by a vote of the  shareholders.  No  decrease  in the  number of
directors  shall  have  the  effect  of  shortening  the term of  office  of any
incumbent director.

The  directors,  other than those who may be elected by the holders of any class
or series of  preferred  stock,  shall be divided,  with respect to the time for
which they severally hold office, into three classes, with the term of office of
the first  class to expire at the  conclusion  of the first  annual  meeting  of
stockholders, the term of office of the second class to expire at the conclusion
of the annual meeting of stockholders one year thereafter and the term of office
of the  third  class to  expire  at the  conclusion  of the  annual  meeting  of
stockholders two years  thereafter,  with each director to hold office until his
or her  successor  shall have been duly  elected and  qualified.  At each annual
meeting of  stockholders,  directors  elected to succeed those  directors  whose
terms  expire  shall be  elected  for a term of  office  to  expire at the third
succeeding  annual  meeting of  stockholders  after  their  election,  with each
director to hold office until his or her successor  shall have been duly elected
and qualified.
<PAGE>

SECTION 3. REGULAR  MEETINGS.  A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw, immediately after, and at the same
place as, the annual meeting of shareholders. The Board of Directors may provide
by resolution the time and place, either in or out of the State of Iowa, for the
holding  of  additional   regular   meetings  without  other  notice  than  such
resolution.

SECTION 4. SPECIAL  MEETINGS.  Special meetings of the Board of Directors may be
called by or at the request of the  President  or  one-third  (rounded up to the
nearest whole number) of the directors. The person or persons authorized to call
special  meetings of the Board of Directors may fix any place,  either in or out
of the State of Iowa, as the place for holding any special  meeting of the Board
of Directors called by them.

SECTION 5. NOTICE.  Special meetings of the Board of Directors shall be preceded
by at least two (2) days' written notice, unless oral notice is reasonable under
the circumstances,  of the date, time, and place of the meeting  communicated to
each  director.  If mailed,  such notice must be deposited in the United  States
mail  correctly  addressed and postage  prepaid at least seven (7) days prior to
the date of the  meeting.  The  attendance  of a director at any  meeting  shall
constitute  a  waiver  of  notice  of such  meeting,  unless a  director  at the
beginning  of a meeting  or  promptly  upon the  director's  arrival  objects to
holding  the  meeting  or  transacting  business  at the  meeting  and  does not
thereafter  vote for or assent  to  action  taken at the  meeting.  Neither  the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

SECTION 6.  QUORUM.  A majority  of the number of the  directors  fixed by these
Bylaws shall constitute a quorum for the transaction of business; provided, that
if less than a majority of such number of directors are present at said meeting,
a majority of the  directors  present may adjourn the meeting  from time to time
without further notice.

SECTION 7. MANNER OF ACTING.  If a quorum is present  when a vote is taken,  the
affirmative  vote of a majority of directors  present is the act of the Board of
Directors unless the Articles of Incorporation or the Bylaws require the vote of
a greater number of directors.

SECTION 8.  VACANCIES.  Any vacancy  occurring in the Board of Directors  may be
filled by the affirmative  vote of a majority of the remaining  directors though
less than a quorum of the  Board of  Directors.  A  director  elected  to fill a
vacancy shall be elected for the unexpired  term of his  predecessor  in office;
but if the  director is elected to fill a vacancy  created by an increase in the
number of directors, his term shall expire at the time designated for the class.

SECTION 9.  COMPENSATION.  The Board of Directors,  by the  affmative  vote of a
majority of the  directors  then in office,  and  irrespective  of any  personal
interest of any of its members,  shall have  authority  to establish  reasonable
compensation  of all directors or other persons for services to the  Corporation
as directors,  officers or  otherwise.  By resolution of the Board of Directors,
the directors may be paid their expenses,  if any, of attendance at each meeting
of the Board.

SECTION 10. PRESUMPTION OF ASSENT. A director who is present at a meeting of the
Board of  Directors  or a committee  of the Board of  Directors  when  corporate
action is taken is deemed to have  assented  to the action  taken  unless one or
more of the following occurs:

a.   The director  objects at the  beginning of the meeting or promptly upon the
     director's arrival to holding it or transacting business at the meeting.

b.   The director's  dissent or abstention  from the action taken is entered in
     the minutes of the meeting.

c.   The  director  delivers  written  notice  of  the  director's   dissent  or
     abstention to the presiding  officer of the meeting before its  adjournment
     or to the Corporation immediately after adjournment of the meeting.

The right of dissent or  abstention  is not available to a director who votes in
favor of the action taken.

SECTION  11.  ACTION  WITHOUT  MEETING  OF THE BOARD OF  DIRECTORS.  Any  action
required or  permitted  by the Iowa  Business  Corporation  Act to be taken at a
meeting of directors of the  Corporation,  or a committee of  directors,  may be
taken without a meeting if one or more written  consents  describing  the action
taken,  shall be signed by all of the  directors  or all of the  members  of the
committee of directors, as the case may be, and included in the minutes or filed
with the corporate records reflecting the action taken.  Action taken under this
Section  is  effective  when the last  director  signs the  consent,  unless the
consent  specifies a  different  effective  date.  A consent  signed  under this
Section  has the effect of a meeting  vote and may be  described  as such in any
document.
<PAGE>

SECTION  12.  TELEPHONE  CONFERENCE   MEETINGS.   Subject  to  other  applicable
provisions  contained in these Bylaws,  any action  required or permitted by the
Iowa  Business  Corporation  Act to be taken at a meeting  of  directors  of the
Corporation,  or a  committee  of  directors,  may  be  taken  by any  means  of
communication   by  which  all  directors   participating  in  the  meeting  can
simultaneously hear each other during the meeting. A director participating in a
meeting  pursuant  to this  provision  is deemed to be  present in person at the
meeting.


                                   ARTICLE IV

                                    OFFICERS

SECTION 1. NUMBER. The officers of the Corporation shall consist of a President,
one or more Vice  Presidents  (the number of whom the Board of  Directors  shall
determine),  a  Secretary  and  a  Treasurer,  and  such  Assistant  Treasurers,
Assistant  Secretaries  or other  officers as may be elected or appointed by the
Board of Directors.  Any two or more offices may be held by the same person. The
directors may also elect from their number a chairman to preside at all meetings
of the Board of Directors.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be
elected  annually by the Board of Directors at the first meeting of the Board of
Directors  held after each annual  meeting of  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.  Vacancies  may be filled  or new  offices
created and filled at any meeting of the Board of Directors.  Each officer shall
hold office until his  successor  shall have been duly elected and  qualified or
until his  death,  or until he shall  resign or shall  have been  removed in the
manner  hereinafter  provided.  Election or  appointment  of an officer or agent
shall not of itself create contract rights.

SECTION  3.  REMOVAL.  Any  officer  or agent  may be  removed  by the  Board of
Directors  at any time with or without  cause,  but such removal does not affect
the contract rights, if any, with the Corporation of the person so removed.

SECTION 4. VACANCIES AND RESIGNATION.  A vacancy in any office because of death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term. An officer may resign at any
time by delivering  notice to the  Corporation.  A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation  is made effective at a later date and the  Corporation  accepts the
future  effective  date,  the Board of  Directors  may fill the pending  vacancy
before the effective date if the Board of Directors  provides that the successor
does not take office until the effective date.

SECTION 5. THE PRESIDENT.  The President shall be the chief executive officer of
the Corporation and shall have general and active supervision and direction over
the day to day  business  operations  of the  Corporation  and  over  its  other
officers  and  employees.  Subject  to the  limitations  imposed by the Board of
Directors, he shall have the power to appoint and remove agents and employees of
the  Corporation.  He shall see that all orders and  resolutions of the Board of
Directors  are  carried  out.  He may  sign,  with the  Secretary  or  Assistant
Secretary certificates for shares of the Corporation,  deeds, mortgages,  bonds,
notes,  contracts  or  other  instruments  which  the  Board  of  Directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
Bylaws to some other officer or agent of the  Corporation,  or shall be required
by law to be otherwise  signed or  executed.  In general,  he shall  perform all
duties incident to the office of the President and such other duties as may from
time to time be assigned to him by the Board of Directors.

SECTION 6. THE VICE  PRESIDENT(S).  In the absence of the  President,  or in the
event of his inability to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated,  or in the
absence of any  designation,  then in the order of their election) shall perform
the duties of the  President,  and when so acting,  shall have all the powers of
and be subject to all the  restrictions  upon the President.  Any Vice President
may sign with the Secretary or an Assistant  Secretary,  certificates for shares
of the Corporation, and shall perform such other duties as from time to time may
be assigned to him by the President or by the Board of Directors.

SECTION 7. THE TREASURER.  If required by the Board of Directors,  the Treasurer
shall give a bond for the faithful  discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine. He shall have
charge and custody of and be  responsible  for all funds and  securities  of the
Corporation;  receive  and give  receipts  for  monies  due and  payable  to the
Corporation;  and deposit all such monies in the name of the Corporation in such
banks,  trust companies or other depositaries as shall be selected in accordance
with the  provisions of Article V of these Bylaws.  He shall in general  perform
all duties  incident to the office of  Treasurer  and such other  duties as from
time  to  time  may be  assigned  to him by the  President  or by the  Board  of
Directors.
<PAGE>

SECTION  8.  THE  SECRETARY.  The  Secretary  shall  keep  the  minutes  of  the
shareholders  and of the  Board  of  Directors  meetings  in one or  more  books
provided  for that  purpose;  see that all notices are duly given in  accordance
with the  provisions  of these Bylaws or as required by law; be custodian of the
corporate records and the seal of the Corporation,  if any; authenticate records
of the  Corporation  as required from time to time;  keep a register of the post
office address of each shareholder  which shall be furnished to the Secretary by
each shareholder;  sign with the President or a Vice President  certificates for
shares of the  Corporation,  the issue of which  shall have been  authorized  by
resolution of the Board of Directors;  have general charge of the stock transfer
books of the  Corporation;  and in general  perform  all duties  incident to the
office of  Secretary  and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.

SECTION  9.  ASSISTANT  TREASURERS  AND  ASSISTANT  SECRETARIES.  The  Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful  discharge of their duties in such sums and with such  sureties
as the  Board of  Directors  shall  determine.  The  Assistant  Secretaries,  as
thereunto authorized by the Board of Directors, may sign with the President or a
Vice President  certificates for shares of the  Corporation,  the issue of which
shall  have been  authorized  by a  resolution  of the Board of  Directors.  The
Assistant Treasurers and Assistant  Secretaries,  in general, shall perform such
duties  as  shall  be  assigned  to  them  by the  Treasurer  or the  Secretary,
respectively, or by the President or the Board of Directors.

SECTION 10.  SALARIES.  The salaries of the officers shall be fixed from time to
time by the Board of Directors and no officer shall be prevented  from receiving
such salary by reason of the fact that he is also a director of the Corporation.

                                    ARTICLE V

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1.  CONTRACTS.  The Board of  Directors  may  authorize  any  officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the  Corporation,  and such authority
may be general or confined to specific instances.

SECTION 2. LOANS.  No loans shall be contracted on behalf of the Corporation and
no evidence of indebtedness  shall be issued in its name unless  authorized by a
resolution of the Board of Directors.  Such authority may be general or confined
to specific instances.

SECTION 3.  CHECKS,  DRAFTS,  ETC. All checks,  drafts,  or other orders for the
payment of money, notes or other evidence of indebtedness  issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation,  and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

SECTION 4. DEPOSITS.  All funds of the Corporation not otherwise  employed shall
be deposited  from time to time to the credit of the  Corporation in such banks,
trust companies or other depositaries as the Board of Directors may select.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. Subject to the provisions of Section 490.625
of the Iowa Business  Corporation Act,  certificates  representing shares of the
Corporation  shall  be in  such  form  as may be  determined  by  the  Board  of
Directors.  Such  certificates  shall  be  signed  by  the  President  or a Vice
President and the Secretary or an Assistant  Secretary of the  Corporation.  The
signatures  of the  President  or a  Vice  President  and  the  Secretary  or an
Assistant  Secretary upon a certificate  may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar,  other than the
Corporation  itself or an  employee of the  Corporation.  All  certificates  for
shares shall be consecutively numbered or otherwise identified.  The name of the
person to whom the shares  represented  thereby are  issued,  with the number of
shares and date of issue, shall be entered on the books of the Corporation.  All
certificates  surrendered to the Corporation for transfer shall be cancelled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares shall have been surrendered and cancelled,  except that in case
of a lost, destroyed or mutilated certificate,  a new one may be issued therefor
upon such terms and indemnity to the  Corporation  as the Board of Directors may
prescribe.
<PAGE>

SECTION 2.  TRANSFER OF SHARES.  Subject to the rights  conferred by the Code of
Iowa,  transfers of shares of the Corporation shall be made only on the books of
the  Corporation  by the  holder of  record  thereof,  or by his legal  attorney
thereunto  authorized  by power of  attorney  duly  executed  and filed with the
Secretary of the  Corporation,  and only on surrender  for  cancellation  of the
certificate for such shares.  Except as otherwise provided by law, the person in
whose  name  shares  stand on the books of the  Corporation  shall be deemed the
owner thereof for all purposes as regards the Corporation.

                                  ARTICLE VII

                                  FISCAL YEAR

The fiscal year of the Corporation  shall begin on July 1 in each year and shall
end on June 30 in each year.

                                  ARTICLE VIII

                                    DIVIDENDS

The Board of Directors may, from time to time,  declare and the  Corporation may
pay  dividends  on its  outstanding  shares in the manner and upon the terms and
conditions  provided by the Iowa  Business  Corporation  Act and the Articles of
Incorporation.

                                   ARTICLE IX

                                      SEAL

This Corporation shall have no corporate seal.

                                    ARTICLE X

                                WAIVER OF NOTICE

WAIVER OF NOTICE BY SHAREHOLDERS. A shareholder may waive any notice required by
the Iowa Business  Corporation  Act, of  Incorporation,  or the Bylaws before or
after the date and time stated in the notice. The waiver must be in writing,  be
signed by the  shareholder  entitled  to the  notice,  and be  delivered  to the
Corporation for inclusion in the minutes or filing with the corporate records.

A shareholder's attendance at a meeting:

a.   Waives  objection  to lack of notice or  defective  notice of the  meeting,
     unless the shareholder at the beginning of the meeting or promptly upon the
     shareholder's  arrival  objects  to  holding  the  meeting  or  transacting
     business at the meeting.

b.   Waives  objection to  consideration  of a particular  matter at the meeting
     that is not within the purpose or purposes described in the meeting notice,
     unless  the  shareholder  objects  to  considering  the  matter  when it is
     presented.

SECTION 2. WAIVER OF NOTICE BY DIRECTORS.

a.   A director may waive any notice  required by the Iowa Business  Corporation
     Act, the Articles of Incorporation,  or Bylaws before or after the date and
     time stated in the notice.  Except as provided by  subsection b, the waiver
     must be in writing,  signed by the  director  entitled  to the notice,  and
     filed with the minutes or corporate records.

b.   A  director's  attendance  at or  participation  in a  meeting  waives  any
     required  notice to that director of the meeting unless the director at the
     beginning of the meeting or promptly upon the director's arrival objects to
     holding  the  meeting or  transacting  business at the meeting and does not
     thereafter vote for or assent to action taken at the meeting.
<PAGE>

                                   ARTICLE XI

                                   AMENDMENTS

Unless  either of the following  apply,  these Bylaws may be amended or repealed
and new Bylaws may be adopted at any  meeting of the Board of  Directors  of the
Corporation  at which a quorum is present,  by a majority  vote of the directors
present at the meeting:

a.   The Articles of Incorporation or the Iowa Business  Corporation Act reserve
     the power to amend or repeal the  Corporation's  Bylaws  exclusively to the
     shareholders in whole or in part.

b.   The  shareholders  in amending  or  repealing a  particular  Bylaw  provide
     expressly  that the Board of  Directors  shall  not  amend or  repeal  that
     Bylaws.

The Corporation's shareholders may amend or repeal the Bylaws by a vote of at
least 80% of the voting power of the  then-outstanding  shares of stock entitled
to vote in the election of directors  (after  giving effect to Article IV of the
Articles of  Incorporation)  voting together as a single class,  even though the
Board of Directors may also amend or repeal the Bylaws.

                                   ARTICLE XII

                     VOTING OF STOCK IN OTHER CORPORATIONS

In the absence of a resolution of the Board of Directors to the contrary, the
President or the Vice President of this  Corporation is authorized and empowered
to act for and on  behalf  of the  Corporation  by  attending  meetings,  voting
shares,  executing  proxies,  waiving notice,  executing any formal consent,  or
taking similar or related actions,  all respecting  stock of other  corporations
which is owned by the Corporation,  all without further authority than as herein
contained. The Board of
Directors may, in its discretion, designate any officer or person as a proxy or
attorney-in-fact  to vote the shares of stock in any other  corporation in which
this Corporation may own or hold shares of stock.

                                  ARTICLE XIII

                                   COMMITTEES

The Board of Directors may create one or more committees and appoint
members of the Board of Directors to serve on them.  Each committee may have two
(2) or more members,  who serve at the pleasure of the Board of  Directors.  The
creation of a committee and appointment of members to it must be approved by the
greater of either:

a.   A majority of all the directors in office when the action is taken.

b.   The number of directors required by Article III, Section 6, of these Bylaws
     to take action.

The provisions of Article III of the Bylaws which govern meetings,action without
meetings, notice and waiver of notice, and quorum and voting requirements of the
Board of Directors, apply to committees and their members as well.

Each committee may exercise the authority of the Board of Directors under
Article III, Section 1, of the Bylaws. A committee shall not, however:

a.   Authorize distributions.

b.   Approve  or  propose  to   shareholders   action  that  the  Iowa  Business
     Corporation Act requires be approved by shareholders.

c.   Fill  vacancies on  the Board of Directors or on any of its committees. 

d.   Amend the  Articles of  Incorporation  pursuant to Section  490.1002 of the
     Iowa Business Corporation Act.

e.   Adopt, amend, or repeal the Bylaws.

f.   Approve a plan of merger not requiring shareholder approval.

g.   Authorize or approve reacquisition of shares, except according to a formula
     or method prescribed by the Board of Directors.

h.   Authorize  or approve the  issuance or sale or contract for sale of shares,
     or  determine  the  designation  and  relative  rights,  preferences,   and
     limitations  of a class or  series  of  shares,  except  that the  Board of
     Directors  may authorize a committee or a senior  executive  officer of the
     Corporation to do so within the limits specifically prescribed by the Board
     of Directors.