Exhibit 3.1

                                     BY-LAWS

                                       OF

                              BANDAG, INCORPORATED

                           As Amended August 28, 2001

                                    ARTICLE I
                                     OFFICES

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

         The registered office of the Corporation required by the Iowa Business
Corporation Act to be maintained in the State of Iowa may be, but need not be,
identical with the principal office in the State of Iowa, and the address of the
registered office may be changed from time to time by the Board of Directors.


                                   ARTICLE II
                                  SHAREHOLDERS

         Section 1. Annual Meeting. An annual meeting of the shareholders shall
be held at such time during the month of May in each year as shall be designated
by the Board of Directors at least sixty (60) days prior to the date of the
meeting, or if no such date is designated by the Board of Directors then at 10
o'clock in the forenoon on the third Wednesday in May, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors shall not be held on the day
designated as herein provided for any annual meeting of the shareholders, or at
any adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as conveniently
may be.

         Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Chairman of the Board, the Board of Directors or the holders of not less
than one-tenth of all the outstanding shares of the Corporation entitled to vote
at the meeting.

         Section 3. Place of 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 called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Iowa, as the place
for the holding of such meeting. If no designation is made, or if a


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special meeting be otherwise called, the place of meeting shall be the
registered office of the Corporation in the State of Iowa.

         Section 4. Notice of Meeting. Written or printed notice stating the
place, day and 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 nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the meeting, 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 his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.

         Section 5. Voting Lists. 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 in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the Corporation and shall be subject to
inspection of any shareholder during the whole time of the meeting. The original
stock transfer book shall be prima facie evidence as to who are the shareholders
entitled to examine such lists or transfer books or to vote at any meeting of
shareholders.

         Section 6. Quorum. A majority of the votes entitled to be cast,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the votes entitled to be cast are
represented at a meeting, a majority of the votes so represented may adjourn the
meeting from time to time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of sufficient votes
to leave less than a quorum.

         Section 7. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. Proxies shall apply only to
the meeting for which they are solicited.

         Section 8. Voting of Shares. Each outstanding share of Common Stock
shall be entitled to one (1) vote per share, and each outstanding share of Class
B Common Stock shall be entitled to ten (10) votes per share, upon each matter
submitted to a vote at a meeting of shareholders.

         Section 9. Closing of Transfer Books or 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 shall 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


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less than ten days prior to the date of which the particular action, requiring
such determination of shareholders, is to be taken. 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.

                                   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. The number of directors
of the Corporation shall be nine (9). Each director shall serve for the term for
which elected and until a successor shall have been elected and qualified,
except in the event of resignation, removal, death or other incapacity.
Directors need not be residents of the State of Iowa or shareholders of the
Corporation.

         Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law 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.

         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 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 shall be given at
least two days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by 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 by
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.

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         Section 7. Manner of Acting. 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. During the intervals between annual meetings of
shareholders, any vacancy occurring in the Board of Directors caused by
resignation, removal, death or incapacity, and any newly created directorships
resulting from an increase in the number of directors, shall be filled by a
majority vote of the directors then in office, whether or not a quorum. Each
director chosen to fill a newly created directorship or to fill a vacancy shall
hold office until the next annual meeting of the shareholders.

         Section 9. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. 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
his dissent shall be entered in the minutes of the meeting or unless he shall
file his 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 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. Indemnification

          (1) The Corporation shall indemnify every person who is or was a party
     or involved (as a witness or otherwise) or is threatened to be made a party
     or involved (as a witness or otherwise) (hereafter "Indemnitee") in any
     threatened, pending or completed action, suit, or proceeding, whether
     civil, criminal, administrative, or investigative (including a grand jury
     proceeding), formal or informal, and whether or not by or in the right of
     the Corporation or otherwise (hereafter a "Proceeding"), by reason of the
     fact that he is or was a director or officer of the Corporation, or while a
     director or officer of the Corporation, is or was serving at the request of
     the Corporation as a director, officer, partner, trustee, employee or agent
     of another foreign or domestic corporation, partnership, joint venture,
     trust, employee benefit plan, or other enterprise, or by reason of any
     action alleged to have been taken or not taken by him while acting in any
     such capacity, against reasonable expenses (including counsel fees and
     expenses when incurred) (hereafter "Expenses") and all liability and loss,
     including judgments, fines, (including excise taxes assessed with respect
     to an employee benefit plan), and penalties and amounts paid or to be paid
     in settlement (whether with or without court approval) (hereafter
     "Liabilities"), actually incurred by him in connection with such
     Proceeding, to the fullest extent permitted by law as the same exists or
     may hereafter be


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     amended (but, in the case of any such amendment, only to the extent that
     such amendment permits the Corporation to provide broader indemnification
     rights than said law permitted the Corporation to provide prior to such
     amendment). Notwithstanding anything in this Section 12 to the contrary,
     except with respect to a proceeding to enforce rights to indemnification or
     advancement of Expenses under this Section 12, the Corporation shall
     provide indemnification and advancement of Expenses under this Section 12
     to persons seeking indemnification in connection with a proceeding
     initiated by such person only if such proceeding was authorized by the
     Board of Directors. In addition to the foregoing mandatory modification
     provisions, the Corporation may indemnify an employee of the Corporation to
     the same extent as to an officer or director pursuant to the provisions of
     this Section 12.

          (2) The right to indemnification conferred in this Section 12 shall
     include the right to be paid or reimbursed by the Corporation the Expenses
     incurred in connection with the Proceeding in advance of the final
     disposition thereof promptly after a written request therefor; provided,
     however, that to the extent required by law, the payment of such Expenses
     in advance of the final disposition of a proceeding shall be made only upon
     the Corporation's receipt of a written undertaking by or on behalf of such
     person to repay such amounts if it shall ultimately be determined that he
     is not entitled to be indemnified under this Section 12 or otherwise (this
     undertaking need not be secured and must be accepted without reference to
     the ability to repay).

          (3) Any indemnification, under this Section 12 (unless ordered by a
     court or as otherwise provided in Section 12(2) for the advancement of
     Expenses) shall be made by the Corporation upon a determination that the
     indemnification of the Indemnitee is proper in the circumstances because he
     has met the applicable standard of conduct required by Section 490.851 of
     the Iowa Business Corporation Act. Such determination shall be made (a) by
     the Board of Directors by majority vote of a quorum consisting of directors
     not at the time parties to the Proceeding, (b) if a quorum cannot be
     obtained, by a majority vote of a committee duly designated by the Board of
     Directors, in which designation directors who are parties may participate,
     consisting solely of two or more directors not at the time parties to the
     Proceeding, (c) by special legal counsel selected by the Board of Directors
     by vote as set forth in clause (a) or (b) of this Section 12(3), or, if a
     quorum of the Board of Directors cannot be obtained and a committee cannot
     be designated, selected by majority vote of the full Board of Directors, in
     which selection directors who are parties may participate, or (d) by the
     shareholders, but shares owned by or voted under the control of directors
     who are at the time parties to the Proceeding shall not be voted on the
     determination.

          (4) If a person is entitled under this Section 12 to indemnification
     by the Corporation for some or a portion of Liabilities and Expenses but
     not, however, for all of the total amounts thereof, the Corporation shall
     nevertheless indemnify such person for the portion thereof to which he is
     entitled.

          (5) Notwithstanding anything in these By-laws to the contrary, the
     Corporation shall not be obligated to make any payment under this Section
     12 for indemnification for Liabilities and Expenses in connection with
     Proceedings settled without the consent of the Corporation, which consent,
     however, shall not be unreasonably withheld.

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          (6) If a claim for indemnification or advancement of Expenses under
     this Section 12 is not paid in full by the Corporation within sixty (60)
     days after a written claim has been received by the Corporation, the
     claimant may, at anytime thereafter, bring suit against the Corporation to
     recover the unpaid amount of the claim. The claimant shall also be entitled
     to be paid the expenses of prosecuting such claim to the extent he is
     successful in whole or in part on the merits or otherwise in establishing
     his right to indemnification or to the advancement of Expenses. Neither (a)
     the failure of the Corporation (including its Board of Directors, special
     legal counsel or the shareholders) to have made a determination prior to
     the commencement of such action that indemnification of the claimant is
     proper in the circumstances because he has met the applicable standard of
     conduct set forth in Section 490.851 of the Iowa Business Corporation Act,
     nor (b) the fact that there has been an actual determination by the
     Corporation (including its Board of Directors, special legal counsel or the
     shareholders) that the claimant has not met such applicable standard of
     conduct, shall create a presumption that the claimant has not met the
     applicable standard of conduct.

          (7) The right to indemnification, including the right to the
     advancement of Expenses, conferred in this Section 12 shall not be
     exclusive of any other rights to which a person seeking indemnification or
     advancement of Expenses hereunder may be entitled under any Articles of
     Incorporation, By-laws, agreement, vote of shareholders or directors, or
     otherwise. Subject to applicable law, to the extent that any rights to
     indemnification or advancement of Expenses of such person under any such
     Article of Incorporation, By-law, agreement, vote of shareholders or
     directors, or otherwise, are broader or more favorable to such person, the
     broader or more favorable rights shall control. The Corporation shall have
     the express authority to enter into such agreements as the Board of
     Directors deems appropriate for the indemnification of, including the
     advancement of Expenses to, present or future directors or officers of the
     Corporation in connection with their service to, or status with, the
     Corporation or any other corporation, partnership, joint venture, trust or
     other enterprise, including any employee benefit plan, for whom such person
     is serving at the request of the Corporation.

          (8) The Corporation may purchase and maintain insurance, at its
     expense, to protect itself and any person who is or was a director or
     officer of the Corporation, or is or was serving at the request of the
     Corporation as a director, officer, partner, trustee, employee or agent of
     another corporation, partnership, joint venture, trust, other enterprise,
     or employee benefit plan against any Liability asserted against such person
     and incurred by such person in such capacity, or arising out of such
     person's status as such, whether or not the Corporation would have the
     power to indemnify such person against such Liability under the provisions
     of this Section 12, the Iowa Business Corporation Act or otherwise. The
     Corporation may create a trust fund, grant a security interest and/or use
     other means (including, without limitation, letters of credit, surety bonds
     and/or similar arrangements), as well as enter into contracts providing for
     indemnification to the maximum extent permitted by law and including as
     part thereof any or all of the foregoing, to ensure the payment of such
     sums as may become necessary to effect full indemnification. The
     Corporation's obligation to make indemnification and pay Expenses pursuant
     to this Section 12 shall be in excess of any insurance purchased and
     maintained by the Corporation and such insurance shall be primary. To the
     extent that indemnity or Expenses of a person entitled to indemnification
     and payment of Expenses pursuant to this Section 12 are paid on behalf of


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     or to such person by such insurance such payments shall be deemed to be in
     satisfaction of the Corporation's obligation to such person to make
     indemnification and pay Expenses pursuant to this Section 12.

          (9) The right to indemnification, including the right to advancement
     of Expenses provided herein, shall be a contract right, shall continue as
     to a person who has ceased to be a director or officer or to serve in any
     other of the capacities described in this Section 12, and shall inure to
     the benefit of the heirs, personal representatives, executors and
     administrators of such person. Notwithstanding any amendment, alteration,
     or repeal of this Section 12 or any of its provisions or the adoption of
     any provision inconsistent with this Section 12 or any of its provisions,
     any person shall be entitled to indemnification, including the right to the
     advancement of Expenses, in accordance with the provisions hereof with
     respect to any action taken or omitted prior to such amendment, alteration,
     or repeal or adoption of such inconsistent provision, except to the extent
     such amendment, alteration, repeal, or inconsistent provision provides
     broader rights with respect to indemnification, including the advancement
     of Expenses, than the Corporation was permitted to provide prior to the
     amendment, alteration, repeal, or the adoption of such inconsistent
     provision or to the extent otherwise prescribed by law.

          (10) In the event of any payment under this Section 12, the
     Corporation shall be subrogated to the extent of such payment to all of the
     rights of recovery of Indemnitee, who shall execute all papers required and
     take all action necessary to secure such rights, including execution of
     such documents as are necessary to enable the Corporation to bring suit to
     enforce such rights.

          (11) Indemnitee agrees promptly to notify the Corporation in writing
     upon being served with any summons, citation, subpoena, complaint,
     indictment, information or other document relating to any Proceeding or
     matter which may be subject to indemnification or advancement of Expenses
     covered hereunder, but Indemnitee's omission to so notify the Corporation
     shall not relieve the Corporation from any liability which it may have to
     Indemnitee under this Section 12 unless such omission materially prejudices
     the rights of the Corporation (including, without limitation, the
     Corporation having lost significant substantive or procedural rights with
     respect to the defense of any Proceeding). If such omission does materially
     prejudice the rights of the Corporation, the Corporation shall be relieved
     from liability under this Section 12 only to the extent of such prejudice;
     but such omission will not relieve the Corporation from any liability which
     it may have to Indemnitee otherwise than under this Section 12.

          (12) The Corporation will be entitled to participate at its own
     expense in any Proceeding of which it has notice. The Corporation jointly
     with any other indemnifying party similarly notified of any Proceeding will
     be entitled to assume the defense of Indemnitee therein, with counsel
     reasonably satisfactory to Indemnitee. After notice from the Corporation to
     Indemnitee of its election to assume the defense of Indemnitee in any
     Proceeding, the Corporation will not be liable to Indemnitee under this
     Section 12 for any Expenses subsequently incurred by Indemnitee in
     connection with the defense thereof, except as otherwise provided below.
     Indemnitee shall have the right to employ its own counsel in any such
     Proceeding but the fees and expenses of such counsel incurred after notice
     from the Corporation of its assumption of the defense thereof shall be at
     the expense of Indemnitee


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     unless: (i) the employment of counsel by Indemnitee has been authorized by
     the Corporation; or (ii) the Corporation shall not in fact have employed
     counsel to or cannot in good faith without conflict assume the defense of
     Indemnitee in such Proceeding or such counsel has not in fact assumed such
     defense; in each of which case the fees and expenses of Indemnitee's
     counsel shall be advanced by the Corporation.

          (13) A director or officer is considered to be serving an employee
     benefit plan at the Corporation's request if such person's duties to the
     Corporation also imposed duties on, or otherwise involves services by, that
     person to the plan or to the participants in or beneficiaries of the plan.

          (14) Notwithstanding anything to the contrary herein contained, no
     indemnification shall be made pursuant to this Section 12 for (i) breach of
     a person's duty of loyalty to the Corporation or its shareholders, (ii)
     acts or omissions not in good faith or which involve intentional misconduct
     or knowing violation of the law, (iii) a transaction from which the person
     seeking indemnification derives an improper personal benefit, or (iv) for
     liability under Section 490.833 of the Iowa Business Corporation Law.

         Section 13. Committees. The Board of Directors, by resolution adopted
by a majority of the full Board of Directors, may designate from among its
members an executive committee and one or more other committees each of which,
to the extent provided in such resolution or in the articles of incorporation or
the By-Laws of the Corporation, shall have and may exercise all the authority of
the Board of Directors, except that no such committee shall have the authority
to:

          (1)  Authorize distributions;

          (2)  Approve or propose to shareholders action required by Chapter 490
               of the Iowa Business Corporation Act to be approved by
               shareholders;

          (3)  Fill vacancies on the Board of Directors or any of its
               committees;

          (4)  Amend the articles of incorporation of the Corporation;

          (5)  Approve a plan of merger not requiring shareholder approval;

          (6)  Adopt, amend or repeal the By-Laws of the Corporation;

          (7)  Authorize or approve the reacquisition of shares, except
               according to a formula or method prescribed by the Board of
               Directors; or

          (8)  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
               limits specifically prescribed by the Board of Directors;

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however, the Board of Directors, having acted regarding general authorization
for the issuance or sale of shares, or any contract for issuance or sale, and,
in the case of a series, the designation of the series, may, pursuant to a
general formula or method specified by the Board by resolution or by adoption of
a stock option or other plan, authorize a committee to fix the terms of any
contract for the sale of the shares and to fix the terms upon which such shares
may be issued or sold, including, without limitation, the price, the dividend
rate, provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class of shares, or
a series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all the terms and to authorize the statement of
the terms of a series for filing with the Secretary of State. Written notice of
all Executive Committee actions shall be mailed or delivered to all Directors of
the Corporation within three (3) days after such action is taken.

         Neither the designation of any such committee, the delegation to it of
authority, nor action by such committee pursuant to such authority shall alone
constitute compliance by any member of the Board of Directors, not a member of
the committee in question, with such director's responsibility to act in good
faith, in a manner such director reasonably believes to be in the best interests
of the Corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances.

         Section 14. Meetings by Conference Telephone. Members of the Board of
Directors or any committee designated by the Board of Directors may participate
in a meeting of the Board of Directors or committee by conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting.

         Section 15. Removal of Directors. A director may be removed from office
at any time by the affirmative vote of the holders of a majority of the
outstanding shares entitled to vote for the election of directors at a meeting
of the shareholders called for that purpose.

         Section 16. Composition of the Board of Directors. So long as any
shares of Class B Common Stock, $1.00 par value, remain outstanding, the
Nominating Committee shall not recommend to the Board of Directors any
individual or individuals for election or appointment to the Board of Directors,
and the Board of Directors shall not nominate, elect or appoint any such
individual or individuals if, after such election or appointment, a majority of
the members of the Board of Directors shall not consist of "independent
directors" (as defined below).

         For purposes of determining an "independent director" eligible for
membership on the Board of Directors, an "independent director" is a director
who, at the time of determination, and at any time within the three years
preceding such time, was not employed by the Corporation or any of its
subsidiaries in any capacity and who is not (i) a surviving spouse of Roy J.
Carver, (ii) a brother or sister of a surviving spouse of Roy J. Carver, or a
child (including an adopted child) of any such person, (iii) a lineal descendant
of Roy J. Carver, (iv) a spouse of a lineal descendant of Roy J. Carver, (v) a
brother-in-law or sister-in-law of a lineal descendant of Roy J. Carver, and
(vi) a brother or sister of Roy J. Carver or a child (including an adopted
child) of any such person. For purposes of the foregoing definition, the term
"lineal descendant" includes an adopted child.

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         No substantive amendment to this Section 16 may be made except with the
affirmative vote of the holders of a majority of the then outstanding shares of
Common Stock and Class B Common Stock, each voting separately as a class.

                                   ARTICLE IV
                                    OFFICERS

         Section 1. Corporate Officers. The officers designated as Corporate
Officers shall be elected by the Board of Directors and shall consist of a
Chairman of the Board, a President, one or more Senior Vice Presidents, one or
more Vice Presidents, a Treasurer, a Secretary, one or more Assistant
Treasurers, and one or more Assistant Secretaries. The Board of Directors from
time to time also may elect one or more Vice Chairmen of the Board and one or
more Executive Vice Presidents. Any two or more of such offices may be held by
the same person. Corporate officers shall have the power, authority and duties
hereinafter set forth relative to their respective offices.

         Section 2. Appointive Officers. Upon approval of the Chairman of the
Board, an appropriate title may be given from time to time to certain employees
of the Corporation who are managing one or several groups, divisions or other
operations of the Corporation, provided, however, that any employee who has been
given a title shall not be deemed to be a Corporate Officer of the Corporation
for any purpose solely by virtue of such title. Each person given any such title
shall hold such title at the will of the Chairman of the Board and shall cease
to use such title when directed by the Chairman of the Board. He shall have such
powers and perform such duties with respect to a group, division or other
operation of the Corporation as shall be assigned to him by the Chairman of the
Board. Vacancies in appointive offices may be filled by the Chairman of the
Board.

         Section 3. Election and Term of Office. The Corporate Officers 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 or as soon
thereafter as conveniently may be. Each Corporate Officer shall hold office
until his successor is elected and shall have qualified or until his death or
until he shall resign or have been removed from office in the manner hereinafter
provided. Vacancies may be filled and new offices created and filled at any
meeting of the Board of Directors.

         Section 4. Removal. Any Corporate Officer elected 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 5. Vacancies. A vacancy in any Corporate Office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

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         Section 6. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the shareholders and directors. He shall be the chief
executive officer of the Corporation and shall have general supervision of the
business, affairs and property of the Corporation and over its several officers,
subject, however, to the control of the Board of Directors. He shall be ex
officio a member of all standing committees, other than the Audit Committee and
the Management Continuity and Compensation Committee, and shall see that all
orders of the Board of Directors and resolutions of the Board of Directors are
carried into effect. He shall have authority to execute bonds, mortgages and
other contracts requiring the seal, under the seal of the Corporation, except
where required and permitted by law to be otherwise signed and executed, and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Corporation.

         Section 6 (a). Vice Chairman of the Board. Each Vice Chairman of the
Board shall perform such duties as may be assigned to him by the Board of
Directors. In the absence or disability of the Chairman of the Board, the Vice
Chairman shall preside at meetings of the shareholders and of the Board of
Directors.

         Section 7. The President. The President shall perform such duties as
may be assigned to him by the Board or Directors. He shall have authority to
execute bonds, mortgages and other contracts requiring the seal, under the seal
of the Corporation, except where required and permitted by law to be otherwise
signed and executed, and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.

         Section 8. Executive Vice Presidents. Each Executive Vice President
shall perform such duties as may be assigned to him by the Board of Directors.

         Section 9. Senior Vice Presidents - Vice Presidents. Each Senior Vice
President and each Vice President elected as a Corporate Officer shall perform
such duties as from time to time may be assigned to him by the Chairman of the
Board or by the Board of Directors.

         Section 10. The Secretary. The Secretary shall: (a) keep the minutes of
the Shareholders' and Board of Directors' 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 By-Laws 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 shareholders; (e) sign with the Chairman of the Board, or the
President, or an Executive Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties incident to the office of
the Secretary and such other duties as from time to time may be assigned to him
by the Chairman of the Board or by the Board of Directors.

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         Section 11. 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: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys 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 By-Laws; and (b) 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
to him by the Chairman of the Board or by the Board of Directors.

         Section 12. Assistant Secretary. The Assistant Secretary, when
authorized by the Board of Directors, may sign with the President or an
Executive 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 Secretary, in general, shall perform such duties as
shall be assigned to him by the Chairman of the Board.

         Section 13. Salaries. The salaries of the Corporate Officers shall be
fixed from time to time by the Board of Directors. 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, the President or any
officer designated by the Chairman of the Board, 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, subject to such limitations as
the Board may prescribe.

         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, or, subject to such
limitations as the Board may prescribe, unless authorized in writing by the
Chairman of the Board or any officer designated by the Chairman of the Board.
Any 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 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 resolutions 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 or may be selected by officers pursuant to authority granted by the
Board of Directors.

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                                   ARTICLE VI
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chairman of the Board, the
President or a Senior Vice President and by the Secretary or an Assistant
Secretary, provided that such signatures may be facsimiles. The certificates
shall be countersigned by a transfer agent and registrar, which
countersignatures may also be facsimiles. In case any officer who has signed or
whose facsimile signature has been placed on such certificate for the
Corporation shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the time of its issue. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address 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 stock transfer 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.

         Section 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.

         Section 3. Issuance of Fractional Shares or Script. No fractional
shares of the Corporation shall be issued and no transfer of a fraction of a
share shall be permitted. In lieu of issuing a fraction of a share the Board of
Directors may authorize payment in cash of the fair value of fractions of a
share as of the time when those entitled to receive such fractions are
determined, or may authorize the issuance of script in registered or bearer form
which shall entitle the holder to receive a certificate for a full share upon
the surrender of such script aggregating a full share. The Board of Directors
may cause such script to be issued subject to the condition that it shall become
void if not exchanged for certificates representing full shares before a
specified date or subject to the condition that the shares for which such script
is exchangeable may be sold by the Corporation and the proceeds thereof
distributed to the holders of such script or subject to any other conditions
which the Board of Directors may deem advisable.

                                   ARTICLE VII
                                   FISCAL YEAR

         The fiscal year of the Corporation shall end on the thirty-first day of
December in each year.


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                                  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." The Corporation
may use the seal by causing it, or a facsimile thereof, to be impressed or
affixed or in any other manner reproduced.

                                    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 Corporation Act, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

                                   ARTICLE XI
                                   AMENDMENTS

         These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted by the Board of Directors at any regular or special meeting of the
Board of Directors, but only in a manner consistent with the provisions of the
Restated Articles of Incorporation of the Corporation, as amended from time to
time.


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