<PAGE>

                               ARTICLES OF MERGER
                                  BY AND AMONG
                              HARMON INDUSTRIES, INC.,
                              HARMON ELECTRONICS, INC.,
                     CONSOLIDATED ASSET MANAGEMENT COMPANY, INC.
                                      AND
                         ELECTRO PNEUMATIC CORPORATION
                         -----------------------------
                              (Section 351.447 RSMo)

     Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned corporations certify the following:

     1.  Electro Pneumatic Corporation, a California corporation ("EPC"),
Consolidated Asset Management Company, Inc., a Missouri corporation
("CAMCO"), Harmon Electronics, Inc., a Missouri corporation ("HEI"), are
hereby merged (the "Merger") with and into Harmon Industries, Inc., a
Missouri corporation ("HII").

     2.  HII is the surviving corporation in the Merger.

     3.  CAMCO, EPC and HEI are hereinafter referred to collectively as the
"Constituent Corporations".

     4.  The Boards of Directors of the Constituent Corporations have
approved these Articles of Merger and the Plan of Merger ("Plan of Merger")
set forth herein by resolutions adopted on August 23, 1996 by unanimous
written consent of all of the members of the Boards of Directors of the
Constituent Corporations. The resolutions adopted by the Board of Directors
of HII are as follows:

          WHEREAS, HII is the sole shareholder of HEI, a Missouri
     corporation; and

          WHEREAS, HII is the sole shareholder of EPC, a California
     corporation; and

          WHEREAS, HII is the sole shareholder of CAMCO, a Missouri
     corporation; and

          WHEREAS, HEI, CAMCO and EPC are solvent active corporations; and

          WHEREAS, the directors of HII deem it advisable and in the best
     interest of HII that HEI, CAMCO and EPC shall merge with and into HII;

          NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of HII
     hereby approve the merger (the "Merger") of its wholly owned
     subsidiaries HEI, CAMCO and EPC with and into HII, pursuant to which HII
     shall be the surviving corporation and all the rights and obligations

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<PAGE>

     of HEI, CAMCO and EPC shall become the rights and obligations of HII;

           FURTHER RESOLVED, that all rights to or associated with the names
     of the Constituent Corporations, including, but not limited to,
     trademarks, service marks and other intellectual or common law rights,
     shall be the property of HII after the merger;

           FURTHER RESOLVED, that the Merger shall be a statutory merger and
     is intended to be a tax-free reorganization under the Internal Revenue
     Code.

           FURTHER RESOLVED, that the Plan of Merger by and among HII, CAMCO,
     HEI and EPC, attached hereto as Exhibit A and incorporated herein by
     reference, is hereby adopted and approved;

           FURTHER RESOLVED, that the officers of HII be, and they hereby
     are, authorized and directed to prepare, execute and file with the
     appropriate office of any jurisdiction any documents, including but not
     limited to, Articles of Merger setting forth the Plan of Merger, and to
     take any actions on behalf of HII as they deem necessary and appropriate
     for the purpose of effecting the Merger.

     5.  The Plan of Merger has been adopted pursuant to Section 351.447 RSMo.

     6.  The Plan of Merger is set forth in Exhibit A attached hereto and
incorporated herein by reference.

     7.  HII, the parent corporation, is in compliance with the 90 percent
ownership requirement of Section 351.447 RSMo, and will maintain at least 90
percent ownership of each of HEI, CAMCO and EPC, parties to the Merger, until
the issuance of the Certificate of Merger by the Secretary of State of
Missouri.

     IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the aforementioned corporations as of the day and year hereafter
acknowledged.

                                      HARMON INDUSTRIES, INC.

(CORPORATE SEAL)

                                      By:
                                         --------------------------------------
                                         Bjorn E. Olsson, President

ATTEST:

----------------------------------------
Charles M. Foudree, Secretary

                                       -2-

                                       76
<PAGE>

                                       HARMON ELECTRONICS, INC.

(CORPORATE SEAL)

                                       By
                                          -------------------------------------
                                          Lloyd T. Kaiser, President

ATTEST:

-------------------------------------
James O. Selzer, Secretary



                                       CONSOLIDATED ASSET MANAGEMENT
                                       COMPANY, INC.

(CORPORATE SEAL)

                                       By
                                          -------------------------------------
                                          J. Randall John, President

ATTEST:


--------------------------------------
James O. Selzer, Secretary


                                       ELECTRO PNEUMATIC CORPORATION, INC.

(CORPORATE SEAL)

                                       By
                                          ------------------------------------
                                          Raymond A. Rosewall, President

ATTEST:


---------------------------------------
James O. Selzer, Secretary





                                      -3-

                                       77
<PAGE>


STATE OF______________________________)
                                      )  ss.
COUNTY OF_____________________________)

     On this _______day of ________________________, 1996, before me,
_______________________________________, Notary Public in and for said state
and county, personally appeared Bjorn E. Olsson, President of Harmon
Industries, Inc., known to me to be the person who executed the within
Articles of Merger in behalf of said corporation and acknowledged to me that
he executed the same for the purposes therein stated.


                                       ----------------------------------------
                                                   Notary Public

(NOTARY SEAL)

My Commission Expires:

--------------------------




STATE OF ____________________________)
                                     )  ss.
COUNTY OF____________________________)


On this _________ day of ________________________, 1996, before me,
_______________, Notary Public in and for said state and county, personally
appeared Lloyd T. Kaiser, President of Harmon Electronics, Inc., known to me
to be the person who executed the within Articles of Merger in behalf of said
corporation and acknowledged to me that he executed the same for the purposes
therein stated.

                                       ---------------------------------------
                                                 Notary Public


(NOTARY SEAL)

My Commission Expires:

----------------------------------






                                       -4-

                                        78
<PAGE>



STATE OF______________________________)
                                      )  ss.
COUNTY OF_____________________________)

     On this _______day of ________________________, 1996, before me,
_______________________________________, Notary Public in and for said state
and county, personally appeared J. Randall John, President of Consolidated
Asset Management Company, Inc., known to me to be the person who executed the
within Articles of Merger in behalf of said corporation and acknowledged to
me that he executed the same for the purposes therein stated.

                                       ----------------------------------------
                                                   Notary Public

(NOTARY SEAL)

My Commission Expires:

--------------------------




STATE OF ____________________________)
                                     )  ss.
COUNTY OF____________________________)


On this _________ day of ________________________, 1996, before me,
_________________, Notary Public in and for said state and county, personally
appeared Raymond A. Rosewall, President of Electro Pneumatic Corporation,
known to me to be the person who executed the within Articles of Merger in
behalf of said corporation and acknowledged to me that he executed the same
for the purposes therein stated.

                                       ---------------------------------------
                                                 Notary Public


(NOTARY SEAL)

My Commission Expires:

--------------------------------



                                       -5-
                                        79
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                                   EXHIBIT A
                                   ---------

                                 PLAN OF MERGER
                                  BY AND AMONG
                              HARMON INDUSTRIES, INC.,
                             HARMON ELECTRONICS, INC.,
                       CONSOLIDATED ASSET MANAGEMENT COMPANY, INC.
                                      AND
                        ELECTRO PNEUMATIC CORPORATION
                        -----------------------------

     1.  Harmon Electronics, Inc., a Missouri corporation ("HEI"),
Consolidated Asset Management Company, Inc., Missouri corporation ("CAMCO")
and Electro Pneumatic Corporation, a California corporation ("EPC"), hereby
merge (the "Merger") with and into Harmon Industries, Inc., a Missouri
corporation ("HII"). HII is the surviving corporation (the "Surviving
Corporation") in the Merger.

     2.  The effective date of the Merger (the "Effective Date") shall be
December 31, 1996, at midnight.

     3.  On the Effective Date of the Merger, the separate existence of HEI,
CAMCO and EPC shall cease. On the Effective Date, HEI, CAMCO and EPC shall be
merged with and into HII, and HII, as the Surviving Corporation, shall,
without further action, succeed to and possess all the rights, privileges,
immunities and franchises, as well of a public as of a private nature, of
HII, HEI, CAMCO and EPC; and all property, real, personal, and mixed, and all
debts due on whatever account, including subscriptions to shares, and all
other causes in action and all and every other interest of or belonging to or
due to each of said corporations, shall be taken and deemed to be transferred
to and vested in HII as the Surviving Corporation without further act or
deed; and the title to any real estate, or any interest therein, under the
laws of the State of Missouri vested in any of such corporations shall not
revert or be in any way impaired by reason of the Merger. All rights to or
associated with the names of HEI, CAMCO and EPC, including, but not limited
to, trademarks, service marks and corporate usage rights, shall be the
property of HII after the merger.

     4.  The officers and directors of the above named corporations are
authorized to execute all deeds, assignments and documents of every nature
which may be needed to effectuate a full and complete transfer of ownership.

     5.  The Articles of Incorporation and Bylaws of HII shall continue in
full force and effect as the Articles of Incorporation and Bylaws of the
Surviving Corporation.

     6.  The directors and officers of HII on the Effective Date shall
continue in office as the directors and officers of the Surviving Corporation
and shall hold such offices until their respective successors have been duly
elected and qualified.

                                      -6-

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     7.  Upon and after the Effective Date of the Merger:

     a.  The Surviving Corporation may be served with process in the State of
     Missouri in any proceeding for the enforcement of any obligation of any
     corporation organized under the laws of the State of Missouri which is a
     party to the Merger and in any proceeding for the enforcement of the
     rights of a dissenting shareholder of any such corporation organized
     under the laws of the State of Missouri against the Surviving
     Corporation;

     b.  The Surviving Corporation will promptly pay to the dissenting
     shareholders of any corporation organized under the laws of the State of
     Missouri which is a party to the merger the amount, if any, to which
     they shall be entitled under the provisions of The General and Business
     Corporation Law of Missouri with respect to the rights of dissenting
     shareholders.



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