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                                                                     EXHIBIT 3.4
 
                    FORM OF AMENDED AND RESTATED BYLAWS
                                    OF
                              TELEGROUP, INC.

                            ARTICLE I.  OFFICES

      Section 1.  The principal office of the corporation within the State
of Iowa shall be located in the City of Fairfield, County of Jefferson. 

      Section 2.  The corporation may also have offices and places of
business at such other places within or without the State of Iowa as the Board
of Directors may from time to time determine or the business of the
corporation may require.     

                        ARTICLE II.  SHAREHOLDERS

      Section 1.  ANNUAL MEETING.  The annual meeting of the shareholders
shall be held on the second Wednesday  in the month of April in each year, at
the hour of 10:00 a.m., at the principal office of the corporation or at such
other date, time and place as may be fixed from time to time by resolution of
the Board of Directors and set forth in the notice of the meeting, for the
purpose of electing directors and transacting such other business as may
properly come before the meeting. 

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

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     Such shareholder's notice shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the meeting and the 
reasons for conducting such business at the meeting and any material interest
in such business of such shareholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (ii) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the proposal is made
(A) the name and address of such shareholder, as they appear on the
corporation's books, and the name and address of such beneficial owner and (B)
the class and number of shares of the corporation which are owned beneficially
and of record by such shareholder and such beneficial owner; and (iii) in the
event that such business includes a proposal to amend either the Articles of
Incorporation or the Bylaws of the corporation, the language of the proposed
amendment. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance with
this paragraph, and the Chairman of the Board or other person presiding at an
annual meeting of shareholders, may refuse to permit any business to be
brought before an annual meeting without compliance with the foregoing
procedures. For the purposes of this paragraph "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant
to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). In addition to the provisions of this paragraph, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth herein. Nothing in these Bylaws shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act. 

     Section 2.  SPECIAL MEETINGS.  Special meetings of the shareholders, for
any  purpose or purposes, may be called by the Chairman of the Board, the
President, the Secretary, or the Board of Directors.  The holders of shares
having not less than one-tenth of the voting power of the corporation may
demand in writing stating the purpose or purposes, and signed, dated and
delivered to the Secretary of the corporation, that a special meeting of the
shareholders be held.  The time, date and place of any such special meeting
shall be determined by the Board of Directors or at its direction, by the
Chairman. Business transacted at a special meeting of the shareholders shall
be confined to the purpose or purposes of the meeting described in the notice
of the meeting. 

     Section 3.  PLACE OF SHAREHOLDERS' MEETING.  The Board of Directors may
designate any place, either within or without the State of Iowa as the place
of meeting for any annual meeting or for any special meeting of shareholders. 
If no designation is made the place of meeting shall be the principal office
of the corporation in the State of Iowa. 

     Section 4.  NOTICE OF MEETING.  Written or printed notice stating the
place, day and                            

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hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten days, nor more than sixty days before the date of the meeting,
either personally or by mail, by or at the direction of the Chairman of the
Board, the President, the Secretary, or the Board of Directors, to each
shareholder of record entitled to vote at such meeting.  If mailed, such 
notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at the address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid. 

     Section 5.  POSTPONEMENT OF MEETINGS.  Any previously scheduled annual or
special meeting of shareholders may be postponed by resolution of the Board of
Directors upon public announcement (as defined in Article II, Section 1 of
these Bylaws) made on or prior to the date previously scheduled for such
annual or special meeting. 

     Section 6.  FIXING OF RECORD DATE.  For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the corporation may fix in advance a
date as the record date for any such determination of shareholders, such date
in any case to be not more than seventy days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If no
record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the day before the first date on which notice
of the meeting is mailed or the day before the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. In order to
determine the shareholders entitled to demand a special meeting, the record
date shall be the sixtieth day preceding the date of receipt by the
corporation of written demands sufficient to require the calling of such
meeting, unless otherwise fixed by the Board of Directors. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof, unless the Board of Directors selects a new record
date or unless a new record date is required by law. 

     Section 7.  VOTING LISTS.  After the record date for a meeting has been
fixed, the officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged by voting group and within each
voting group, in alphabetical order, with the address of and the number and
class of shares held by each, which list, for a period beginning two business
days after notice of the meeting was first given for which the list was
prepared and continuing through the meeting, shall be kept on file at the
principal office of the corporation or at the place identified in the meeting
notice in the city where the meeting will be held. The list shall be subject
to inspection by any shareholder at any

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time during usual business hours. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The list
furnished to the corporation by its stock transfer agent shall be prima facie
evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders. 

     Section 8.  QUORUM.  At any meeting of the shareholders, a majority of
the votes entitled to be cast on the matter by a voting group constitutes a
quorum of that voting group for action on that matter, unless the
representation of a different number is required by law, and in that case, the
representation of the number so required shall constitute a quorum. If a
quorum shall fail to attend any meeting, the chairman of the meeting or a
majority of the votes present may adjourn the meeting to another place, date
or time. When a meeting is adjourned to another place, date or time, notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than one hundred
twenty (120) days after the date for which the meeting was originally noticed,
or if a new record date is fixed for the adjourned meeting, notice of the
place, date and time of the adjourned meeting shall be given in conformity
herewith. At any adjourned meeting, any business may be transacted which might
have been transacted at the original meeting. 

     Section 9.  PROXIES.  At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by the shareholder's
duly authorized attorney in fact.  Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting.  No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.  No holder of any share of any class of stock
of the corporation shall sell the vote pertaining to such share or issue a
proxy to vote such share in consideration of any sum of money or anything of
value. 

     Section 10.  VOTING OF SHARES.    Except as may be otherwise provided by
the Articles of Incorporation,  each outstanding share entitled to vote shall
be  entitled to one (1) vote in person or by proxy for each share of common
stock standing in the holder's name on the stock transfer records of the
corporation. 

     Section 11.  VOTING OF SHARES BY CERTAIN HOLDERS.  Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as
the Bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine. 

     Shares held by an administrator, executor, guardian or conservator may be
voted, either in person or by proxy, without a transfer of such shares. Shares
standing in the name of a trustee

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

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

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

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

     Section 12.  VOTING BY BALLOT.  Voting by shareholders on any question or
in any election may be viva voce unless the presiding officer shall order or
any shareholder shall demand that voting be by ballot. 

                     ARTICLE III.  BOARD OF DIRECTORS

     Section 1.  GENERAL POWERS.  The business and affairs of the corporation
shall be managed by its Board of Directors. 
 
     Section 2.  NUMBER, TENURE AND QUALIFICATIONS; NOMINATIONS.  Within the
limits set forth in Article IV of the Articles of Incorporation, the number of
directors of the corporation shall be as fixed from time to time by resolution
of the Board of Directors. The directors shall be divided into classes, and
hold office for the terms as provided in Article IV of the Articles of
Incorporation. Directors need not be residents of the State of Iowa or
shareholders of the corporation. 

     Nominations of persons for election as directors may be made by the Board
of Directors or by any shareholder entitled to vote for the election of
directors.  Any shareholder entitled to vote for the election of directors may
nominate a person or persons for election as director only if written notice
of such shareholder's intent is delivered to the Secretary of the corporation
at the principal executive offices of the corporation (i) with respect to an
election to be held at an annual meeting of shareholders, not later than 90
days prior to the first anniversary of the preceding year's annual meeting, or
as set out below, and (ii) with respect to an election to be held

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at a special meeting of shareholders for the election of directors, not later
than 10 days following the date on which public announcement (as defined in
Article II, Section 1 of these Bylaws) of the date of such meeting is first
made. In the event that the date of the annual meeting is advanced by more
than 30 days or delayed by more than 60 days from the anniversary date of the
annual meeting, notice by the shareholder must be delivered not less than 90
days prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made. Notwithstanding
anything in the foregoing sentence to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the corporation
is increased and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board of Directors made
by the corporation at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by this
Section shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
Secretary of the corporation not later than the close of business on the 10th
day following the day on which such public announcement is first made. 

      Such shareholder's notice shall set forth: (a) the name and address of
the shareholder who intends to make the nomination and the name, address, age,
and principal occupation or employment of the person or persons to be
nominated; (b) a representation that the shareholder is a holder of record of
stock of the corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) the number and class of shares of the corporation
which are owned by such shareholder and the beneficial owner, if any, and the
number and class of shares, if any, beneficially owned by the nominee; (d) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (e) such other information regarding each nominee that is
required to be disclosed in connection with the solicitation of proxies for
the election of directors, or as otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act (including, without limitation, such
person's written consent to being named in a proxy statement as a nominee and
to serving as a director if nominated). The Chairman of the Board or other
person presiding at a meeting of shareholders may refuse to acknowledge the
nomination of any person not made in accordance with the procedures prescribed
by these Bylaws, and in that event the defective nomination shall be
disregarded. 

     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
within or without the State of Iowa, for the holding of additional regular
meetings without other notice than such resolution. 

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     Section 4.  SPECIAL MEETINGS.  Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the
President, Secretary or any two directors.  The person or persons authorized
to call special meetings of the Board of Directors may fix any place, either
within or without the State of Iowa, as the place for holding any special
meeting of the Board of Directors called by them. 

     Section 5.  NOTICE.  Notice of any special meeting of the Board of
Directors shall be given at least two days previously thereto by written
notice delivered personally or mailed to each director at the director's
business address, or by telephone, cable, telefax, wireless or telegram.  If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid.  If notice be
given by telegram such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director may waive notice
of any meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. 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 directors fixed pursuant
to Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice. 

     Section 7.  MANNER OF ACTING.  Except as otherwise specified in these
Bylaws, the act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board 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 a term which shall expire at the next
election of directors by the shareholders.  A director elected by the
shareholders to fill a vacancy shall be elected for the unexpired term of the
director last elected by the shareholders with respect to the position being
filled.  Any directorship to be filled by reason of any increase in the number
of directors by not more than thirty percent (30%) of the number of directors
last approved by the shareholders, may be filled by the Board of Directors for
a term of office continuing only until the next election of directors by the
shareholders. 

     Section 9.  COMPENSATION.  By resolution of the Board of Directors, those
directors who are not at the time active employees of the corporation may be
paid an annual retainer and a fixed sum for attendance at each meeting of the
Board of Directors. All directors may be


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reimbursed for expenses incurred in connection with their services. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. 

     Section 10.  PRESUMPTION OF ASSENT.  A director of the corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless the director's dissent shall be entered in the minutes of the
meeting or unless the director shall file a written dissent to such action
with the person acting as the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered or certified mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action. 

     Section 11.  INFORMAL ACTION BY DIRECTORS.  Any action required to be
taken at a meeting of the directors, or any other action which may be taken at
a meeting of the directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof. 

     Section 12.   COMMITTEES OF DIRECTORS.  The Board of Directors may, by
resolution or resolutions adopted by a majority of the Board of Directors,
designate from among its members an Executive Committee, Audit Committee,
Compensation Committee or other Committees, each consisting of two (2) or more 
directors, and each of which, to the extent provided in any such resolution,
shall have all the authority of the Board, except as provided by law, the
Articles of Incorporation or these Bylaws.  The Board of Directors may
designate one or more directors as alternate members of any such Committee who
may replace any absent member or members at any meeting of such Committee. 
Each such Committee shall serve at the pleasure of the Board of Directors.  It
shall keep minutes of its meetings and report the same to the Board.

                         ARTICLE IV.  OFFICERS

     Section 1.  NUMBER.  The officers of the corporation shall be a Chairman
of the Board, a President, one or more Senior Vice Presidents and one or more
Vice Presidents (the number thereof to be determined by the Board of
Directors), a Treasurer and a Secretary, and such other officers as the Board
of Directors may from time to time designate by resolution, each of whom shall
be elected by the Board of Directors. Any two or more offices may be held by
the same person. In its discretion, the Board of Directors may delegate the
powers or duties of any officer to any other officer or agents,
notwithstanding any provision of these Bylaws, and the Board of Directors may
leave unfilled for any such period as it may fix, any office except those of
Chairman of the Board, President, Vice President-Finance, Treasurer and
Secretary. 
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     Section 2.  ELECTION AND TERM OF OFFICE.  The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders.  If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be.  Each officer shall hold office until such officer's
successor shall have been duly elected or until death or until such officer
shall resign or shall have been removed in the manner hereinafter provided. 

     Section 3.  REMOVAL.  Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.

     Section 4.  VACANCIES.  A vacancy in the office of Chairman of the Board
or President because of death, resignation, removal, disqualification or
otherwise, may be filled only by the Board of Directors for the unexpired
portion of the term. A vacancy in any other office may be filled either by the
Chairman of the Board or, after consultation with the Chairman of the Board,
by the President. 

     Section 5. CHAIRMAN OF THE BOARD.  The Chairman of the Board, subject to
the control of the Board of Directors, and in conjunction with the President,
shall in general supervise and control all of the business, policies and
affairs of the corporation and all other officers of the corporation. The
Chairman of the Board shall, when present,  preside at all meetings of the
shareholders and of the Board of Directors.  The Chairman of the Board shall
perform such other duties as may be prescribed by the Board of Directors from
time to time. 

     Section 6.  PRESIDENT.    The President, subject to the control of the
Board of Directors, and in conjunction with the Chairman of the Board, shall
in general supervise and control all of the business, policies and affairs of
the corporation and all other officers of the corporation.  The President
shall perform such duties as may be prescribed by the Board of Directors from
time to time. 

     Section 7.  SENIOR VICE PRESIDENTS AND VICE PRESIDENTS.  Each corporate
Senior Vice President or Vice President shall perform such duties as may be
assigned by the Board of Directors, or the Chairman of the Board or the
President.  A Senior Vice President or Vice President may be assigned the
operating authority for managing one or more operating units or service
operations of the corporation as established by the Board of Directors.  Upon
assignment by the Board of Directors of operating authority for an operation
or service unit, such Senior Vice President or Vice President shall in general
supervise and control all of the business and affairs of such operation or
service unit, subject only to such supervision and direction as the
                                  
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Board of Directors, the Chairman of the Board or the President may provide.
Each Senior Vice President and Vice President shall be authorized to sign
contracts and other documents related to the corporation or to the operations
under such officer's supervision and control. 

     Section 10.  VICE PRESIDENT-FINANCE.  The Vice President-Finance shall be
the principal and chief finance officer of the corporation.   In that
capacity, the Vice President-Finance shall keep and maintain, or cause to be
kept and maintained accurate, correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
the assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares.  The Vice President-Finance shall deposit all
monies and other valuables in the name and to the credit of the corporation
with such depositories as may be designated by the Board of Directors.  The
Vice President-Finance shall disburse the funds of the corporation as may be
ordered by the Board of Directors, shall render to the Chairman of the Board,
or President and or the Board of Directors, upon their request, an account of
the financial condition of the corporation, and shall have such other powers
and perform such other duties as may be prescribed from time to time by the
Board of Directors, or the Chairman of the Board or the President. 

     Section 11.  THE SECRETARY.  The Secretary shall:  (a) keep the minutes
of the shareholders, Board of Directors, and committees of the board meetings
in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by
law; (c) be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal
is duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder,
unless such register is maintained by the transfer agent or registrar of the
corporation; (e) have general charge of the stock transfer books of the
corporation; and (f) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the
Board of Directors, or the Chairman of the Board or the President. 

     Section 12.  THE TREASURER.  The Treasurer shall:  (a) 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 from
any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VI of these Bylaws; (b)
be responsible for filing all required tax returns, and (c) in general perform
all of the duties incident to the office of treasurer and such other duties as
from time to time may be assigned by the Board of Directors, or the Chairman
of the Board, or the President or the Vice President-Finance. 

     Section 13.  THE CONTROLLER.  The Controller shall maintain adequate
records showing the financial condition of the corporation and the results of
its operations by established
 
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accounting periods, and see that adequate audits thereof are regularly and
currently made.  The Controller shall perform such other duties as from time
to time may be assigned by the Board of Directors, or the Chairman of the
Board, or the President or the Vice President-Finance. 

     Section 14.  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  The
Assistant Secretaries, when authorized by the Board of Directors, may sign
with the Chairman of the Board or the President or a Vice President
certificates for shares of the corporation, the issuance of which shall have
been authorized by a resolution of the Board of Directors. The Assistant
Secretaries, in general, shall perform such duties as shall be assigned to
them by the Secretary, or by the Chairman of the Board, the President, or the
Board of Directors. The Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Treasurer or by the Chairman of the
Board, or the President, or the Board of Directors or the Vice President-
Finance. 

     Section 15.  OTHER ASSISTANT AND ACTING OFFICERS.  The Board of Directors
or the Chairman of the Board or, after consultation with the Chairman of the
Board, the President shall have the power to appoint any person to act as
assistant to any officer, or to perform the duties of such officer whenever
for any reason it is impracticable for such officer to act personally, and
such assistant or acting officer so appointed by the Chairman of the Board,
the Board of Directors or, after consultation with the Chairman of the Board,
by the President, shall have the power to perform all the duties of the office
to which the person is so appointed to be assistant, or as to which the person
is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors. 

     Section 16.  SALARIES.  The salaries of the officers shall be fixed from
time to time by the Board of Directors or by such committee or superior
officer as may be designated by the Board of Directors, and no officer shall
be prevented from receiving such salary by reason of also being a director of
the corporation. 

            ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS 

     Section 1.  CONTRACTS.  The Chairman of the Board or the President may at
any time execute and deliver any deeds, mortgages or bonds which the Board of
Directors has authorized to be executed and delivered and may at any time
execute and deliver any lease, bid, application, note, guarantee, consent,
election, notice or other contract, document or instrument as may be required
in the ordinary course and scope of the business of the corporation or as may
be specifically authorized by the Board of Directors. The Chairman of the
Board or the President may in writing delegate the foregoing authority, and
may delegate authority to redelegate such authority, to any other officer or
officers, agent or agents, or other persons and the authority so delegated may
be general or confined to specific instances. The Board of Directors may
authorize any other officer or officers, agent or agents or other persons to
execute and deliver any other

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contracts, documents or instruments 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 evidences 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.  EVIDENCES OF INDEBTEDNESS.  All checks, drafts or other
orders for the payment of money, notes or other evidences 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 depositories as the Board of
Directors, or committees or officers to whom the Board of Directors have
delegated such authority may select. 
 
         ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1.  CERTIFICATES FOR SHARES.  Certificates for shares of capital
stock of the corporation shall be in such form as shall be determined by the
Board of Directors.  They shall be issued in consecutive order and shall be
numbered in the order of their issue and shall be signed by the Chairman of
the Board or the President or a Vice President and the Secretary or an
Assistant Secretary, provided, however, that if any stock certificate is
countersigned by a transfer agent, other than the corporation or its employee,
or by a registrar, other than the corporation or its employee, any other
signature, including that of any such officer, on such certificate may be a
facsimile, engraved, stamped or printed. In case any officer or agent who has
signed or whose facsimile signature shall be used on any stock certificate
shall cease to be such officer or agent of the corporation because of death,
resignation or otherwise before such stock certificate shall have been
delivered by the corporation, such stock certificate may nevertheless be
issued and delivered as though the person or agent who signed the certificate
or whose facsimile signature shall have been used thereon had not ceased to be
such officer or agent of the corporation. 

     Section 2.  TRANSFER OF SHARES.  Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction on its
books. 

     Section 3.  REGISTERED SHAREHOLDERS.  The corporation shall be entitled
to treat

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the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable
claim or other interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise provided by the laws of Iowa. 

     Section 4.  LOST CERTIFICATES.  Upon the making of an affidavit that a
certificate has been lost or destroyed, the Board of Directors may direct that
a new certificate be issued to the person alleging the loss or destruction of
such certificate.  When authorizing such issuance of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate or
such owner's legal representative to give the corporation a bond in such sums
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed. 

     Section 5.  STOCK REGULATIONS.  The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the statutes of Iowa as they may deem expedient concerning
the issue, transfer and registration of certificates representing shares of
the corporation. 

                           ARTICLE VII.  FISCAL YEAR

     The fiscal year of the corporation shall be determined by the Board of
Directors.

                           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 law and its Articles of Incorporation. 

                               ARTICLE IX.  SEAL

     The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal." 

                         ARTICLE X.  WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of the Articles of
Incorporation or under the provisions of the Iowa Business Corporations Act, a
waiver thereof in writing, signed by the person or persons

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entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice. 

     ARTICLE XI.  INDEMNIFICATION OF DIRECTORS, OFFICERS OR EMPLOYEES 

     Section 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director,
officer or employee of the corporation or is or was serving at the request of
the corporation as director, officer or employee of another corporation or of
a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, shall be indemnified and held harmless
by the corporation to the fullest extent consistent with the laws of Iowa as
the same now or may hereafter exist (but, in the case of any change, only to
the extent that such change authorizes the corporation to provide broader
indemnification rights than said law permitted the corporation to provide
prior to such change) against all costs, charges, expenses, liabilities and
losses (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer or employee
and shall inure to the benefit of the heirs, executors and administrators of
such person; provided, however, that the right to indemnification conferred in
this Section shall be conditioned upon the corporation being afforded the
opportunity to participate directly on behalf of such person in such
proceeding and any settlement discussions relating thereto. The right to
indemnification conferred in this Section shall be a contract right and shall,
except with respect to an action or proceeding against the corporation by an
employee who is neither a director nor an officer of the corporation, include
the right to be paid by the corporation the expenses incurred in defending any
such proceeding in advance of its final disposition upon receipt by the
corporation of an undertaking, by or on behalf of such director, officer or
employee to repay all amounts so advanced if it shall ultimately be determined
that the director, officer or employee is not entitled to be indemnified under
this Section or otherwise. 

     Section 2.  RIGHT OF CLAIMANT TO BRING SUIT.   If a claim under Section 1
of this Article is not paid in full by the corporation within thirty days
after a written claim has been received by the corporation, the claimant may
at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the
claimant shall also be entitled to be paid the expense of prosecuting such
claim. It shall be a defense to any action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking has been tendered to
the corporation) that the claimant has failed to meet a standard of conduct
which makes it permissible under Iowa law for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall
be on the corporation. Neither the 

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failure of the corporation (including its Board of Directors, independent
legal counsel, or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
permissible in the circumstances because such person has met such standard of
conduct, nor an actual determination by the corporation (including its Board
of Directors, independent legal counsel, or its shareholders) that the
claimant has not met such standard of conduct, nor the termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall create a presumption that the claimant has
failed to meet the required standard of conduct. 

     Section 3.  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, bylaw, agreement, vote of
shareholders or disinterested directors or otherwise. 

     Section 4.  INSURANCE.  The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under Iowa law. 

     Section 5.  EXPENSES AS A WITNESS.  To the extent that any director,
officer or employee of the corporation is by reason of such position, or a
position with another entity at the request of the corporation, a witness in
any proceeding, such person shall be reimbursed for all costs and expenses
actually and reasonably incurred in connection therewith. 

     Section 6.  EFFECT OF AMENDMENT.  Any amendment, repeal or modification
of any provision of this Article by the shareholders or the directors of the
corporation shall not adversely affect any right or protection of a director,
officer or employee of the corporation existing at the time of such amendment,
repeal or modification. 

      Section 7.  SEVERABILITY.  In the event any one or more of the
provisions contained in this Article shall, for any reason, be held to be
invalid, illegal or unenforceable, such invalidity, illegality, or
unenforceability shall not affect any other provisions of this Article. 

                       ARTICLE XII.  AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors, or by the affirmative vote of the holders of not less than
65% of the oustanding shares of voting stock of the corporation.


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