<PAGE>


                                                  As Amended December 10, 1998

                                     BYLAWS

                                       OF

                             HARMON INDUSTRIES, INC.

                                   * * * * *


                                    ARTICLE I

                                     Offices

      The principal office of the Corporation in the State of Missouri shall be
located in Jackson County, Missouri. The Corporation may have such other
offices, either within or without the State of Missouri, as the businesses of
the Corporation may require from time to time.

      The registered office of the Corporation required by The General and
Business Corporation Act of Missouri to be maintained in the State of Missouri
may be, but need not be, identical with the principal office in the State of
Missouri, 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: The Annual Meeting of the Shareholders shall be
held at any hour during normal business hours as determined by the President on
the second Tuesday in May of each year, beginning with the year 1990, for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the Annual Meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
If the election of Directors shall not be held of the date designated herein for
any annual meeting, 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 may
be called by the  President,  by the Board of  Directors  or by the holders of
not less than two-fifths of all the outstanding shares of the Corporation.

      SECTION 3. PLACES OF MEETING: The Board of Directors may designate any
place, either within or without the State of Missouri, as the place of meeting
for any annual meeting of the Shareholders or for any special meeting of the
Shareholders called by the Board of Directors. The Shareholders may designate
any place, either within or without the State of Missouri, as the place for the
holding of such meeting, and may include the same in a waiver of notice of any
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 Missouri, except as otherwise provided in Section 5 of this Article.


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      SECTION 4. NOTICE OF MEETINGS: 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 fifty 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 office 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 in a sealed 
envelope addressed to the Shareholder at his address as it appears on the 
records of the Corporation, with postage thereon prepaid.

      SECTION 5. MEETING OF ALL SHAREHOLDERS: If all of the Shareholders shall
meet at any time and place, either within or without the State of Missouri, and
consent to the holding of a meeting, such meeting shall be valid, without call
or notice, and at such meeting any corporate action may be taken.

      SECTION 6. BUSINESS WHICH MAY BE TRANSACTED AT ANNUAL AND SPECIAL
MEETINGS: At each annual meeting of the Shareholders the Shareholders shall
elect, by ballot, a Board of Director nominated for election as provided in
Article II, Section 13 and in accordance with Article III, Section 2 of these
Bylaws, and they may transact such other business as may be approved by the
Board of Directors or submitted by a shareholder for consideration pursuant to
Article II, Section 16 of these Bylaws; whether or not the same are specified in
the notice of the meeting, unless the consideration of such other business
without its having been specified in the notice of the meeting as one of the
purposes thereof, is prohibited by law.

      Business transacted at all special meetings shall be confined to the
purposes stated in the notice of such meetings, unless the transaction of other
business is consented to by the holders of all of the outstanding shares of
stock of the Corporation entitled to vote thereat.

      SECTION 7. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE: The Board
of Directors of the Corporation may close its stock transfer books for a period
not exceeding fifty days preceding the date of any meeting of Shareholders, or
the date for the payment of any dividend or for the allotment of rights, or the
date when any exchange or reclassification of shares shall be effective; or, in
lieu thereof, may fix in advance a date, not exceeding seventy days preceding
the date of any meeting of Shareholder, or to the date for the payment of any
dividends or for the allotment of rights, or to the date when any exchange or
reclassification of shares shall be effective, as the record date for
determination of Shareholders entitled to notice of, or to vote at, such
meeting, or Shareholders entitled to receive payment of any such dividend or to
receive any such allotment of rights, or to exercise rights in respect to any
exchange or reclassification of shares; and the Shareholders of record on such
date of closing the transfer books, or on the record date so fixed, shall be the
Shareholders entitled to notice of and to vote at, such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights in the event of an exchange or reclassification of shares, as the
case may be. If the Board of Directors shall not have closed the transfer books
or set a record date for the determination of its stockholders entitled to vote
as hereinabove provided, no person shall be admitted to vote directly or by
proxy except those in whose names the shares of the Corporation shall have stood
on the transfer books on a date fifty days previous to the date of the meeting.

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      SECTION 8. VOTING LISTS: At least ten days before each meeting of 
Shareholders, the officer or agent having charge of the transfer book for 
shares of the Corporation shall make a complete list of the Shareholders 
entitled to vote at such meeting, arranged in alphabetical order with the 
address of, and the number of shares held by, each Shareholder 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 by 
any Shareholder at any time during usual business hours. Such list shall also 
be produced and kept open at the time and place of the meeting and shall be 
subject to inspection of any Shareholder during the whole time of the 
meeting. The original share ledger or transfer book, or a duplicate thereof 
kept in this state, shall be prima facie evidence as to who are the 
Shareholders entitled to examine such list or share ledger or transfer book 
or to vote at any meeting of Shareholders.

      SECTION 9. QUORUM: A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of the Shareholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting, from time to time, without further notice,
to a date not longer than ninety days from the date originally set for such
meeting.

      SECTION 10. 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. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

      SECTION 11. VOTING OF SHARES: Subject to the provisions of Section 13,
each outstanding share of capital stock having voting rights shall be entitled
to one vote upon each matter submitted to a vote at a meeting of Shareholders.

      SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS: Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the bylaws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.

      Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator, or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.

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

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


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      SECTION 13. VACANCIES AND NEWLY CREATED  DIRECTORSHIPS;  NOMINATIONS OF 
DIRECTORS; ELECTION.

      (a) Newly created directorships resulting from any increase in the 
number of Directors and any vacancies on the Board resulting from death, 
resignation, disqualification, removal, or other cause will be filled solely 
by the affirmative vote of not less than 75% of the remaining Directors then 
in office, or by a sole remaining Director. Any Director elected in 
accordance with the preceding sentence will hold office for the remainder of 
the full term of the class of Directors in which the new directorship was 
created or the vacancy occurred and until such Director's successor is 
elected and qualified. No decrease in the number of Directors constituting 
the Board will shorten the term of an incumbent Director.

      (b) Other than persons nominated and elected pursuant to Paragraph (a),
only persons who are nominated in accordance with the following procedures will
be eligible for election as Directors of the Corporation.

      (c) Nominations of persons for election as Directors of the Corporation
may be made at a meeting of stockholders (i) by or at the direction of the Board
(including the Director Nomination and Compensation Committee thereof) or (ii)
by any stockholder who is a stockholder of record at the time of giving of
notice provided for in this Bylaw 13 who is entitled to vote for the election of
such Director at the meeting and who complies with the procedures set forth in
this Bylaw 13. All nominations by stockholders must be made pursuant to timely
notice in proper written form to the Secretary.

      (d) To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
180 calendar days prior to the meeting. To be in proper written form, such
stockholder's notice must set forth or include (i) the name and address, as they
appear on the Corporation's books, of the stockholder giving the notice and of
the beneficial owner, if any, on whose behalf the nomination is made; (ii) a
representation that the stockholder giving the notice is a stockholder of record
of the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting for such Director to nominate the person or
persons specified in the notice; (iii) the number of shares of stock of the
Corporation owned beneficially and of record by the stockholder giving the
notice and by the beneficial owner, if any, on whose behalf the nomination is
made; (iv) a description of all arrangements or understandings between or among
any of (A) the stockholder giving the notice, (B) the beneficial owner, if any,
on whose behalf the notice is given, (C) each nominee, and (D) any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder giving the notice; (v) such other
information regarding each nominee proposed by the stockholder giving the notice
as would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had the nominee been
nominated, or intended to be nominated, by the Board; and (vi) the signed
consent of each nominee to serve as a Director of the Corporation if so elected.
At the request of the Board, any person nominated by the Board for election as a
Director must furnish to the Secretary that information required to be set forth
in a stockholder's notice of nomination which pertains to the nominee. The
presiding officer of the meeting for election of Directors will, if the facts
warrant, determine that a nomination was not made in accordance with the
procedures prescribed by this Bylaw 13, and if so determined, so declare to the
meeting and the defective nomination will be disregarded.

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      (e) Stockholders shall not have a right to cumulate their votes for
Directors. Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.

      SECTION 14. INFORMAL ACTION BY SHAREHOLDERS: Any action required to be
taken at a meeting of the Shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the Shareholders entitled to vote with respect to the subject matter thereof.

      SECTION 15. REMOVAL OF DIRECTORS: The Shareholders shall have the power by
a two-thirds vote of the holders of shares at any regular meeting or special
meeting expressly called for that purpose, to remove any director from office
with cause. The Shareholders shall not have the power at any regular meeting or
special meeting expressly called for that purpose to remove any director with
cause. "Cause" shall mean for purposes of this section, fraud involving the
Corporation, gross abuse of office amounting to a breach of trust or fiduciary
responsibility or failure of any Director to attend in person or telephonically
three consecutive regular meetings of the Board of Directors.

      SECTION 16.  ITEM SUBMITTED BY SHAREHOLDER FOR VOTING CONSIDERATION AT 
SHAREHOLDERS MEETINGS.

      (a) Submission of matters to a vote of the Shareholders at any regular or
special meeting of the Shareholders may be made by any shareholder who (i) is a
shareholder of record at the time of giving of notice provided for in this Bylaw
16, (ii) is entitled to vote on such matter at the meeting and (iii) complies
with the procedures set forth in this Bylaw 16. All such matters submitted by
shareholders for a vote at a special or annual meeting of shareholders must be
made pursuant to timely notice and proper written form to the Secretary as
required by this Bylaw 16.

      (b) To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
180 calendar days prior to the meeting. To be in proper written form, such
shareholder's notice must set forth or include (i) the name and address as they
appear on the Corporation's books, of the shareholder or shareholders giving the
notice and of the beneficial owner, if any, on whose behalf the proposal is
made; (ii) a representation that the shareholder giving the notice is a
shareholder of record of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting for approval of the items
submitted for vote; (iii) number of shares of stock of the Corporation owned
beneficially and of record by the shareholder or shareholders giving the notice
and by the beneficial owner, if any, on whose behalf the matter is submitted;
(iv) a description of all arrangements or understandings between or among any of
(A) the shareholder giving the notice, (B) the beneficial owner, if any, on
whose behalf the notice is given, and (C) any other person or persons (naming
such person or persons pursuant to which the matter is being submitted); (v) a
description or statement of the matter to be presented for a vote, together with
a brief description of the reasons for a vote for the proposed matter; and (vi)
such other information regarding such matter as may be required to be included
in a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission. The presiding officer of the meeting at which the matter is
to be considered will, if the facts warrant, determine that a proposal has not
been made in accordance with the procedures described by this Bylaw 16, and if
so,
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determine to so declare to the meeting and the proposed matter will be
disregarded.

      SECTION 17. CONDUCT OF SHAREHOLDER'S MEETINGS, ADJOURNMENTS. The Chairman
of the Board of Directors or, in the absence of the Chairman of the Board of
Directors, the President of the Corporation, shall chair and conduct any annual
or special meeting of the shareholders. Such person acting as chair shall have
the authority to conduct the meeting for the purpose of transacting business on
behalf of the Corporation as provided in the notice of meeting and in these
Bylaws and shall also have the authority to determine whether matters submitted
for consideration at any such meeting have been submitted in accordance with the
provisions of these Bylaws. Such person chairing any meeting of the Shareholders
may adjourn the meeting to a specified place and future time not to exceed more
than 90 days from the date of such meeting without the necessity of a motion or
vote.

                                   ARTICLE III

                                    Directors

      SECTION 1. POWERS OF THE BOARD OF DIRECTORS: The property and business of
the Corporation shall be managed by the directors, acting as a Board. The Board
of Directors shall have and is vested with all and unlimited powers and
authorities, except as may be expressly limited by law, the Articles of
Incorporation or by these Bylaws, to do or cause to be done any and all lawful
things for and in behalf of the Corporation, to exercise or cause to be
exercised any or all of its powers, privileges and franchises, and to seek the
effectuation of its objects and purposes.

      SECTION 2. NUMBER, TENURE AND QUALIFICATIONS: The provisions of Article VI
of the Corporation's Articles of Incorporation provide for an indefinite number
of directors, not less than seven (7) nor more than twelve (12), and require the
exact number of directors to be determined by the Board of Directors as set
forth in these Bylaws. It is specified that the Corporation shall have ten (10)
directors. Such number may be increased or decreased from time to time within
the above-mentioned limits by amendment of these Bylaws. Each director shall
hold office for the term for which he is elected or until his successor shall
have been duly elected and qualified.

      The total number of directors shall be divided into three groups, with
each group containing one-third of the total, as near may be. At the first
annual shareholder's meeting at which the election of directors is to be
conducted following the adoption of this Bylaw, the Director Nomination and
Compensation Committee shall nominate three classes of directors, each class
containing one-third of the total as near as may be done and the classes shall
have terms of one year, two years and three years, respectively. At each annual
shareholder's meeting held thereafter, directors shall be chosen for a term of
three years, as the case may be, to succeed those whose terms expire.

      SECTION 3. REGULAR MEETINGS: A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place as the annual meeting of Shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Missouri, for the holding of additional regular meetings with notice of such
resolution to all directors.

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      SECTION 4. SPECIAL MEETINGS: Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place in the United States, either within or without the State of
Missouri, 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
five days previous thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram provided, however, that if
the designated meeting place is without the State of Missouri, an additional
five days notice be given. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed envelope 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 any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting that 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 Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
provided that if less than a majority of the directors are present at said
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

      SECTION 7. MANNER OF ACTING:  The act of the  majority of the  directors
present at a meeting of the  directors  at which a quorum is present  shall be
the act of the Board of Directors.

      SECTION 8. VACANCIES: In case of the death or resignation or
disqualification of one or more of the directors, a majority of the survivors or
remaining directors may fill such vacancy or vacancies until the successor or
successors are elected at the next annual meeting of the Shareholders. A
director elected to fill a vacancy shall serve as such until the next annual
meeting of the Shareholders.

      SECTION 9. COMPENSATION: Directors shall be entitled to receive the annual
fee as shall be determined from time to time by resolution of the Board of
Directors; provided that any such fee shall be applicable only to subsequent
terms of the Board of Directors. In addition, the Board of Directors by
resolution may establish a fixed sum to be paid for attendance at each regular
or special meeting of the Board of Directors; provided that any such fee shall
be applicable only to subsequent terms of the reasonable out of pocket expenses
incurred by the directors in attendance at any special or regular meeting of the
Board of Directors. Notwithstanding the foregoing, nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

      SECTION 10. APPOINTMENT OF COMMITTEES: The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, designate one

                                 Page 32
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or more committees, each committee to consist of two or more of the directors of
the Corporation, which to the extent provided in said resolution or resolutions,
in the management of the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.

      SECTION 11. ADVISORY DIRECTOR: The Board of Directors of the Corporation
may, in its sole discretion, select one Advisory Director per year from the
group consisting of (i) the Presidents of the Corporation's subsidiaries or (ii)
the executive officers of the Corporation; provided, that the outstanding common
stock of such subsidiaries must be at least eighty percent (80%) owned by the
Corporation. Said Advisory Director shall be selected at the Annual Board of
Directors' Meeting of the Corporation and shall serve for a one year period
only, terminating upon the earlier of the selection of a successor Advisory
Director or the expiration of one year from the date of acceptance of the
Advisory Director position. The Advisory Director shall not be entitled to vote
on any matters on which the Board of Directors may vote. The Advisory Director
shall not be counted for purposes of determining a majority of the Board or a
quorum present at any meeting. The Advisory Director shall be permitted to
participate in discussion of matters coming before the Board but shall not be
authorized or empowered to present or second motions coming for consideration to
the Board of Director or otherwise present resolutions for adoption by the Board
of Directors. Compensation for the Advisory Director shall be as determined by
the Board of Directors.

      SECTION 12. QUALIFICATION FOR DIRECTORS: In order to be nominated to serve
as a director of the Corporation, a nominee must not yet have attained his/her
seventieth birthday. Directors who shall have attained his/her seventieth
birthday may not be renominated to serve another term. However, any director who
reaches his/her seventieth birthday during his/her term as a director shall not
be prohibited from completing such term by application of this Section;
provided, however, that this Section 12 shall not be applicable to any Board
member serving as of March 15, 1988.

                                   ARTICLE IV

                                    Officers

      SECTION 1. NUMBER: The officers of the Corporation shall be a Chairman 
of the Board, a President, one or more Vice-Presidents (the number thereof to 
be determined by the Board of Directors), a Treasurer, a Secretary and such 
other officers as the Board may elect. The Chairman of the Board, President 
and the Vice-President or if there is more than one Vice-President, then at 
least one Vice-President shall be chosen from the Members of the Board of 
Directors. The remaining officers of the Corporation need not be chosen from 
the Members of the Board, but they may be so chosen. The Board of Directors, 
by resolution, may create the offices of one or more Assistant Treasurers and 
Assistant Secretaries, all of whom shall be elected by the Board of Directors.

      The Board of Directors from time to time may also appoint such other 
officers and agents for the Corporation as it shall deem necessary or 
advisable. All appointed officers and agents shall hold their respective 
positions at the pleasure of the Board of Directors or for such terms as the 
Board of Directors may specify, and they shall exercise such powers and 
perform such duties as shall be

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determined from time to time by the Board of Directors or by an elected 
officer empowered by the Board of Directors to make such determination.

      All officers and agents of the Corporation, as between themselves and the
Corporation, shall have such authority and perform such duties in the management
of the property and affairs of the Corporation as may be provided in the Bylaws,
or, in the absence of such provisions, as may be determined by resolution of the
Board of Directors.

      SECTION 2. DELEGATION OF AUTHORITY TO HIRE, DISCHARGE, ETC. The Board of
Directors from time to time may delegate to the Chairman of the Board, the
President or other officer or executive employee of the Corporation, authority
to hire, discharge and fix and modify the duties, salary or other compensation
of employees of the Corporation under their jurisdiction, and the Board of
Directors may delegate to such officer or executive employee similar authority
with respect to obtaining and retaining for the Corporation the services of
attorneys, accountants and other experts.

      SECTION 3. ELECTION AND TERM OF OFFICE: The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of Shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.

      SECTION 4. REMOVAL: Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

      SECTION  5.  VACANCIES:  A  vacancy  in any  office  because  of  death,
resignation,  removal,  disqualification  or  otherwise,  may be filled by the
Board of Directors for the unexpired portion of the term.

      SECTION 6. CHAIRMAN OF THE BOARD: The Chairman of the Board shall preside
at all meetings of the Shareholders and Board of Directors at which he is
present. He shall, subject to the direction of the Board of Directors, have
general oversight over the affairs of the Corporation and shall, from time to
time, consult and advise with the President in the direction and management of
the Corporation's business and affairs. He shall also do and perform such other
duties as may, from time to time, be assigned to him by the Board of Directors.

      SECTION 7. PRESIDENT: The President shall be the principal executive
officer of the Corporation and shall in general supervise and control all of the
business and affairs of the Corporation. In the absence of the Chairman of the
Board, he shall preside at all meetings of the Shareholders and Board of
Directors. He shall be an ex officio member of all standing committees. He may
sign with Secretary or Treasurer or any other proper officer thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors or any authorized committee have authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of

                                     Page 34
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Directors or by these Bylaws to some other officer or agent of the 
Corporation, or shall be required by law to be otherwise signed or executed; 
and in general shall perform such other duties as may be prescribed by the 
Board of Directors from time to time.

      SECTION 8. THE VICE-PRESIDENTS: In the absence of the President or in the
event of his inability or refusal to act, the Vice-President (or in the event
there be more than one Vice-President, the Vice-Presidents in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice-President may sign, with the Secretary or an Assistant
Secretary, or with the Treasurer or an Assistant Treasurer, certificates for
shares of the Corporation and shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

      SECTION 9. 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 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 Bylaws; (b)
in general perform all the duties as from time to time may be assigned to him by
the President or by the Board of Directors.

      SECTION 10. THE SECRETARY: The Secretary shall: (a) keep the minutes of
the Shareholders' and of the 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 Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these Bylaws; (d) keep a register of the post office address of each
Shareholder which shall be furnished to the Secretary by such Shareholder; (e)
sign with the President, or a Vice-President, certificates for shares of the
corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books of the
Corporation; (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

      SECTION 11. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES: The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. Assistant Secretaries and Treasurers,
as thereunto authorized by the Board of Directors, may sign with the President
or a Vice-President certificates for shares of the Corporation, the issue of
which shall have been authorized by a resolution of the Board of Directors. The
Assistant Treasurers and Assistant Secretaries, in general, shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors.

      SECTION 12. SALARIES: The salaries of the officers shall be fixed from

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time to time by the Board of Directors and no officer shall be prevented from 
receiving such salary by reason of the fact that he is also a director of the 
Corporation.

                                    ARTICLE V

                      Contracts, Loans, Checks and Deposits

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

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

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

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

                                   ARTICLE VI

                  Certificates for Shares and Their Transfer

      SECTION 1. CERTIFICATES FOR SHARES OF STOCK: The certificates for 
shares of stock of the Corporation shall be numbered, shall be in such form 
as may be prescribed by the Board of Directors in conformity with law, and 
shall be entered in the stock books of the Corporation as they are issued, 
and such entries shall show the name and address of the person, firm, 
partnership, corporation or association to whom each certificate is issued. 
Each certificate shall have printed, typed or written thereon the name of the 
person, firm, partnership, corporation or association to whom it is issued, 
and number of shares represented thereby and shall be signed by the President 
or a Vice-President, and the Treasurer or an Assistant Treasurer or the 
Secretary or an Assistant Secretary of the Corporation and sealed with the 
seal of the Corporation, which seal may be facsimile, engraved or printed. If 
the Corporation has a registrar, a transfer agent, or a transfer clerk who 
actually signs such certificates, the signature of any of the other officers 
above mentioned may be facsimile, engraved or printed. In case any such 
officer who has signed or whose facsimile signature has been placed upon any 
such certificate shall have ceased to be such officer before such certificate 
is issued, such certificate may nevertheless be issued by the Corporation 
with the same effect as if such officer were an officer at the date of its 
issue.

      SECTION 2. TRANSFER OF SHARES - TRANSFER AGENT - REGISTRAR: Transfers 
of shares of stock shall be made on the stock record or transfer books of the 
Corporation only by the person named in the stock certificate, or by his 
attorney
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lawfully constituted in writing, and upon surrender of the certificate 
therefor. The stock record book and other transfer records shall be in the 
possession of the Secretary or of a transfer agent or clerk for the 
Corporation. The Corporation, by resolution of the Board of Directors may 
from time to time appoint a transfer agent, and, if desired, a registrar, 
under such arrangements and upon such terms and conditions as the Board of 
Directors deems advisable; but until and unless the Board of Directors 
appoints some other person, firm or corporation as its transfer agent (and 
upon the revocation of any such appointment, thereafter until a new 
appointment is similarly made) the Secretary of the Corporation shall be the 
transfer agent or clerk of the Corporation, without the necessity of any 
formal action of the Board of Directors, and the Secretary shall perform all 
of the duties thereof.

      SECTION 3. LOST OR DESTROYED CERTIFICATES: In case of the loss or 
destruction of any certificate for shares of stock of the Corporation, upon 
due proof of the registered owner thereof or his representatives, by 
affidavit of such loss or otherwise, the President and Secretary may issue a 
duplicate certificate (plainly marked "duplicate") in its place, upon the 
Corporation being fully indemnified therefor.

                                   ARTICLE VII

                                   Fiscal Year

      The fiscal year of the Corporation shall begin on the first day of January
in each year and end of the last day of December in each year.

                                  ARTICLE VIII

                                    Dividends

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

                                   ARTICLE IX

                                      Seal

      The Board of Directors shall provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation and the words, "Corporate Seal, Missouri."

                                    ARTICLE X

                                Waiver of Notice

      Whenever any notice whatever is required to be given under the 
provisions of these Bylaws or under the provisions of the Articles of 
Incorporation or under the provisions of The General and Business Corporation 
Act of Missouri, 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.

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<PAGE>


                                   ARTICLE XI

                   Indemnification of Officers and Directors
                  Against Liabilities and Expenses in Actions

      SECTION 1. INDEMNIFICATION IN NON-DERIVATIVE ACTIONS: The Corporation will
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceedings, whether
civil, criminal, administrative or investigative, other than an action by or in
the right of the Corporation, by reason of the fact that he is or was a director
(or nominee for a director position) or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The determination of any
action, suit, or proceeding by judgment, order, settlement, conviction or upon a
plead of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to be in the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

      SECTION 2. INDEMNIFICATION IN DERIVATIVE ACTIONS: The Corporation will
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director (or nominee for a director position) or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however, that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable for gross negligence or misconduct in the performance of his duty
to the Corporation unless and only to the extent that the court in which the
action or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity of such expenses which the
court shall deem proper.

      SECTION 3. MANDATORY INDEMNIFICATION WHENEVER DEFENSE IS SUCCESSFUL: To
the extent that a director or officer of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the action, suit or proceeding.

      SECTION 4. EXPENSES MUST BE AUTHORIZED IN EACH CASE: Any indemnification
under Section 1 and 2, unless ordered by a court, shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because

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he has met the applicable standard of conduct set forth in these sections. 
The determination shall be made by the Board of Directors by a majority vote 
of a quorum consisting of directors who were not parties to the action, suit, 
proceeding, or if such a quorum is not attainable, or even if obtainable, a 
quorum of disinterested directors so directs, by independent legal counsel in 
a written opinion, or by the Shareholders.

      SECTION 5. EXPENSES TO BE ADVANCED: Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of the action, suit, or proceeding as authorized by the
Board of Directors of the Corporation in the specific case upon receipt of an
undertaking by or on behalf of said director or officer to repay such amount to
be indemnified by the Corporation.

      SECTION 6. NON-EXCLUSIVE INDEMNIFICATION: The indemnification provided by
this section shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaw, agreement, vote of
Shareholder or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the Corporation and shall inure to the benefit of the heirs,
executors and administrators of such person.

      SECTION 7. INSURANCE: The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director (or nominee for a director
position) or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
amendment.

                                   ARTICLE XII

                                   Amendments

      These Bylaws may be altered, amended or repealed and new Bylaws may be 
adopted at any annual meeting of the Shareholders or at any special meeting 
of the Shareholders called for that purpose or at any meeting of the Board of 
Directors provided, however, that the Board of Directors shall take no such 
action contrary to the provisions of any resolution of the Shareholders 
directing the Board not to do so.

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