BY-LAWS

OF

BANDAG, INCORPORATED

As Amended November
11, 2003

ARTICLE IOFFICES

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 IISHAREHOLDERS

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

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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.

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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 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 IIIBOARD 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.

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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.

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.

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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 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).

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(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.

(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.

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(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 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.

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(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 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.

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(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
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------

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| | (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;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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).

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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.

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 IVOFFICERS

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.

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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.

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 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 of 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.

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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.

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.

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ARTICLE VCONTRACTS,
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.

ARTICLE VICERTIFICATES
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.

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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 VIIFISCAL
YEAR

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

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ARTICLE VIIIDIVIDENDS

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 IXSEAL

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 XWAIVER 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 XIAMENDMENTS

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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