Exhibit
      3.2




ANGELICA
        CORPORATION
 
 INCORPORATED
        UNDER THE LAWS OF MISSOURI
 
 
 BY-LAWS
 
 REVISED
        FEBRUARY 28, 1989
 
 Amended: July
        25, 1989
 September
        26, 1989
 August
        25, 1992
 January
        26, 1993
 March
        30, 1993
 September
        28, 1993
 February
        22, 1994
 May
        24,
        1994
 November
        26, 1996
 February
        25, 1997
 November
        25, 1997
 January
        27, 1998
 February
        24, 1998
 August
        25, 1998
 November
        30, 1999
 February
        29, 2000
 January
        30, 2001
 March
        27, 2001
 October
        28, 2003
 January
        27, 2004
 January
        17, 2006
 March
        20, 2006
 April
        28, 2006
  
  TABLE OF CONTENTS
 
 PAGEARTICLE
                  I: LOCATION AND OFFICESSection
                  1:1
              Principal
                  Office
              1Section
                  1:2
              Other
                  Offices
              1Section
                  1:3
              Registered
                  Office
              1ARTICLE
                  II: SHAREHOLDERSSection
                  2:1
              Annual
                  Meeting
              1Section
                  2:2
              Special
                  Meetings
              1Section
                  2:3
              Place
                  of Meetings
              2Section
                  2:4
              Notice
                  of Meetings
              2Section
                  2:5
              Quorum
              2Section
                  2:6
              Organization
              2Section
                  2:7
              Voting
              3Section
                  2:8
              Election
                  of Directors
              3Section
                  2:9
              Persons
                  Who May Vote Certain Shares
              3Section
                  2:10
              List
                  of Shareholders Kept on File Before Meeting
              3Section
                  2:11
              Proxy
              4Section
                  2:12
              Inspectors
                  of Election
              4Section
                  2:13
              Notice
                  of Shareholder Nominees
              4Section
                  2:14
              Procedures
                  for Submission of ShareholderProposals
                  at Annual Meeting
              5Section
                  2:15
              Conduct
                  of Annual Meeting
              6ARTICLE
                  III: DIRECTORSSection
                  3:1
              General
                  Powers
              6Section
                  3:2
              Number
                  and Qualification
              6Section
                  3:3
              Term
                  of Office
              7Section
                  3:4
              Removal
                  of Directors
              7Section
                  3:5
              Vacancies
              7Section
                  3:6
              Place
                  of Meetings
              7Section
                  3:7
              Organization
                  Meetings
              8Section
                  3:8
              Regular
                  Meetings
              8Section
                  3:9
              Special
                  Meetings
              8Section
                  3:10
              Quorum
              8Section
                  3:11
              Compensation
              8Section
                  3:12
              Actions
                  of Directors in Lieu of Meeting
              9ARTICLE
                  IV: COMMITTEESSection
                  4:1
              Executive
                  Committee
              9Section
                  4:2
              Meetings
                  of Executive Committee
              9Section
                  4:3
              Emergency
                  Management Committee
              9Section
                  4:4
              Other
                  Committees
              10
 
 
  
  
 PAGEARTICLE
                  V: OFFICERSSection
                  5:1
              Officers
              10Section
                  5:2
              Elected
                  Officers
              10Section
                  5:3
              Functional
                  Responsibilities
              12Section
                  5:4
              Absence,
                  Disability or Death - Elected Officers
              12Section
                  5:5
              Term
                  of Office and Compensation
              12Section
                  5:6
              Removal
              12Section
                  5:7
              Vacancies
              13Section
                  5:8
              Bonding
              13Section
                  5:9
              Execution
                  of Instruments
              13ARTICLE
                  VI: CAPITAL STOCK AND DIVIDENDSSection
                  6:1
              Certificates
                  of Shares
              13Section
                  6:2
              Numbers
                  and Data on Certificates
              14Section
                  6:3
              Cancellation
                  of Certificates
              14Section
                  6:4
              Registration
                  and Change of Registration
              14Section
                  6:5
              Regulations
                  for Transfer
              15Section
                  6:6
              Lost,
                  Stolen, Destroyed or Mutilated Certificates
              15Section
                  6:7
              Closing
                  of Transfer Books and Record Dates
              15Section
                  6:8
              Dividends
              16ARTICLE
                  VII: MISCELLANEOUSSection
                  7:1
              Corporate
                  Seal
              16Section
                  7:2
              Resignations
              16Section
                  7:3
              Waiver
              16Section
                  7:4
              Amendments
              16Section
                  7:5
              Books
                  and Records
              17Section
                  7:6
              Severability
              17ARTICLE
                  VIII: INDEMNIFICATION OF DIRECTORS, OFFICERSAND
                  OTHERS; INSURANCESection
                  8:1
              Liabilities
                  Covered
              17Section
                  8:2
              Procedure
                  for Indemnification
              18Section
                  8:3
              Advance
                  Payment of Expenses
              18Section
                  8:4
              Extent
                  of Rights Hereunder
              19Section
                  8:5
              Purchase
                  of Insurance
              19Section
                  8:6
              Indemnification
                  Agreements
              19
 
  
 
  BY-LAWS
        OF
 
 ANGELICA
        CORPORATION
 
 
 ARTICLE
        I : LOCATION
        AND OFFICES
 
 Principal
        Office .
 
 Section
        1:1. The principal office of the Company shall be at such place as the Board
        of
        Directors may from time to time determine, but until a change is effected
        such
        principal office shall be at 424 South Woods Mill Road, Chesterfield, Missouri
        63017-3406.
  Other
        Offices .
  Section
        1:2. The Company may also have other offices, in such places (within or without
        the State of Missouri) as the Board of Directors may from time to time
        determine.
 
 Registered
        Office .
 
 Section
        1:3. The registered office of the Company shall be maintained in the State
        of
        Missouri, and may be, but need not be, identical with the principal office.
        The
        registered office may be changed from time to time by action of the Board
        of
        Directors and upon appropriate notice to the Secretary of State.
 
 
 ARTICLE
        II : SHAREHOLDERS
 
 Annual
        Meeting .
 
 Section
        2:1. An annual meeting of the shareholders of the Company, for the purpose
        of
        electing Directors and for the transaction of such other business as properly
        may be brought before the meeting, shall be held on the last Tuesday in October
        of each year, if not a legal holiday, and if a legal holiday, then on the
        next
        secular day following, commencing at 10:00 a.m.
 
 Special
        Meetings .
 
 Section
        2:2. Special meetings of the shareholders may be held for any purpose and
        may be
        called only by the Chief Executive Officer or by the Board of Directors.
        At the
        written request of the Chief Executive Officer or upon receipt of a resolution
        adopted by at least a majority of the members of the Board of Directors,
        the
        Chairman of the Board or the Secretary shall issue a call for a special meeting
        of the shareholders. Business transacted at all special meetings of the
        shareholders shall be confined to the purposes stated in the notices 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 Company entitled
        to
        vote at the meeting.
 
 
  1
  Place
        of Meetings .
 
 Section
        2:3. All meetings of the shareholders shall be held at the principal office
        of
        the Company, or at such other place, within or without the State of Missouri,
        as
        stated in the notice of the meeting.
 
 Notice
        of Meetings .
 
 Section
        2:4. Unless waived, as provided in Section 7:3 of these By-Laws, written
        or
        printed notice of each meeting of the shareholders stating the place, day
        and
        hour of the meeting, and, in the case of a special meeting or where otherwise
        required by law, the purpose or purposes for which the meeting is called,
        shall,
        by or at the direction of the officer or other person calling the meeting,
        be
        delivered or given to each shareholder of record entitled to vote at such
        meeting, not less than ten (10) nor more than fifty (50) days (or such greater
        period as then provided by law) before the date of the meeting, either
        personally or by mail. Any notice of a shareholders’ meeting sent by mail shall
        be deemed to be delivered when deposited in the United States mail, with
        postage
        thereon prepaid, addressed to the shareholder at his address as it appears
        on
        the records of the Company.
 
 Quorum .
 
 Section
        2:5. A majority of the outstanding shares entitled at the time to vote thereat,
        when represented either in person or by proxy at any meeting of the
        shareholders, shall constitute a quorum for the transaction of business,
        except
        as otherwise provided by law or the Articles of Incorporation; but in the
        absence of such a quorum, a majority of the shares represented at the meeting
        shall have the right successively to adjourn the meeting to a specified date
        not
        longer than ninety days after such adjournment, by action by a majority of
        the
        shares represented at such meeting and without the need to give notice to
        shareholders not present at the meeting. At such adjourned meeting, at which
        a
        quorum shall attend, all business may be transacted which might have been
        transacted at the original meeting; provided, that at such adjourned meeting
        no
        person who would not have been entitled to vote at the original meeting shall
        be
        permitted to vote. Every decision by a majority of such quorum shall be valid
        as
        an act of the Company unless a larger vote is required by law or by the Articles
        of Incorporation.
 
 Organization .
 
 Section
        2:6. The Chairman of the Board or in his absence, the Vice-Chairman of the
        Board, if any, or in his absence, the President, or in his absence, a
        Vice-President (in the order of priority as may be prescribed by Resolution
        of
        the Board of Directors), or in the absence of any Vice-President, the Secretary,
        or in their absence any other officer (in the order of seniority of age)
        shall
        call meetings of shareholders to order and act as chairman thereof. In case
        none
        of the officers is present, the shareholders present may elect a chairman
        of
        such meeting from among their members. The Secretary of the Company shall
        act as
        secretary of all meetings of the shareholders. In his absence, or in the
        event
        he shall be acting as chairman, the chairman may appoint any person to act
        as
        secretary.
  2
  Voting .
 
 Section
        2:7.1. Every shareholder entitled to vote at a meeting of shareholders upon
        a
        particular question, pursuant to law or the Articles of Incorporation, shall
        have one vote for each share of stock so entitled to vote standing in his
        name
        on the books of the Company at the time fixed by law or pursuant to these
        By-Laws for the determination of the right to vote thereat.
 
 Section
        2:7.2. The date for determining the shareholders entitled to vote at a meeting
        of shareholders shall be determined pursuant to Section 6:7 if action thereunder
        shall have been taken to establish the controlling date; otherwise, only
        the
        shareholders who are shareholders of record at the close of business on the
        twentieth day preceding the date of the meeting shall be entitled to notice
        of
        and vote at the meeting and any adjournment thereof, with the exception that
        if
        prior to the meeting, written waivers of notice of the meeting are signed
        and
        delivered to the Company by all shareholders of record at the time the meeting
        is convened, only the shareholders who are shareholders of record at the
        time
        the meeting is convened shall be entitled to vote at the meeting and any
        adjournment thereof.
 
 Election
        of Directors .
 
 Section
        2:8. In all elections for Directors of the Company, each shareholder entitled
        to
        vote for the election of Directors shall be entitled to one vote in person
        or by
        proxy for each share having voting power. In each election for Directors,
        no
        shareholder shall be entitled to vote cumulatively or to cumulate his
        votes.
 
 Persons
        Who May Vote Certain Shares .
 
 Section
        2:9. Shares standing in the name of another corporation, domestic or foreign,
        may be voted by such officer, agent or proxy as the By-Laws 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,
        and
        shares standing in the name of a guardian, custodian, curator, or trustee,
        in
        whose name such shares are registered, may be voted by such fiduciary, either
        in
        person or by proxy. A shareholder whose shares are pledged shall be entitled
        to
        vote such shares until such shares have been transferred into the name of
        the
        pledgee, and thereafter the pledgee shall be entitled to vote the shares
        so
        transferred.
 
 List
        of Shareholders Kept on File Before Meeting .
 
 Section
        2:10. At least ten days before each meeting of the shareholders, the Secretary,
        or in the event of his absence or disability, an Assistant Secretary, shall
        prepare a complete list of shareholders entitled to vote at such meeting,
        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 Company 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 the inspection of any shareholder during the whole time
        of
        the meeting. The original share ledger or transfer book or a duplicate thereof
        kept in Missouri, 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
  3
  meeting
        of the shareholders. Failure to comply with the requirements of this section
        shall not affect the validity of any action taken at such meeting.
 
 Proxy .
 
 Section
        2:11. A shareholder may vote either in person or by proxy. A shareholder,
        or a
        shareholder’s duly authorized attorney in fact, may authorize another person to
        act for the shareholder as proxy by executing a written agreement to that
        effect, or by giving authorization by telephone or by the transmission of
        a
        telegram, cablegram, facsimile, electronic mail or other means of suitable
        electronic transmission to the person who will be the holder of the proxy
        or to
        a proxy solicitation firm, proxy support service organization or like agent
        duly
        authorized by the person who will be the holder of the proxy. No proxy shall
        be
        valid after eleven months from the date of its authorization, unless otherwise
        provided by the shareholder.
 
 Inspectors
        of Election .
 
 Section
        2:12. At each meeting of the shareholders the polls shall be opened and closed,
        the proxies and ballots shall be received and be taken in charge, and all
        questions touching the qualification of voters and validity of proxies and
        the
        acceptance or rejection of votes shall be decided by the chairman and secretary
        of the meeting as judges of election; provided, however, that upon request
        of
        any shareholder, but not otherwise, the chairman of the meeting shall appoint
        not less than two persons who are not Directors as inspectors to receive
        and
        canvass the votes given at such meeting and certify the result to him. Any
        inspector, before he enters on the duties of his office, shall take and
        subscribe the following oath, or any other oath as may be prescribed by law
        for
        such purpose, before any officer authorized by law to administer oaths: “I do
        solemnly swear that I will execute the duties of an inspector of the election
        now being held with strict impartiality, and according to the best of my
        ability.” In all cases where the right to vote upon any share or shares shall be
        questioned, it shall be the duty of the inspectors, if any, or the persons
        conducting the vote, to examine the transfer books of the Company as evidence
        of
        shares held, and all shares entitled to vote that may appear standing thereon
        in
        the name of any person or persons shall be voted upon by such person or persons,
        either in person or by proxy.
 
 Notice
        of Shareholder Nominees .
 
 Section
        2:13. Only persons who are nominated in accordance with the procedures set
        forth
        in this Section 2:13 shall be eligible for election as Directors of the Company.
        Nominations of persons for election to the Board of Directors of the Company
        may
        be made at a meeting of shareholders (a) by or at the direction of the Board
        of
        Directors or (b) by any shareholder of the Company entitled to vote for the
        election of Directors at such meeting who complies with the procedures set
        forth
        in this Section 2:13. All nominations by shareholders shall be made pursuant
        to
        timely notice in proper written form to the Secretary of the Company. To
        be
        timely, a shareholder’s notice shall be delivered to or mailed and received at
        the principal executive offices of the Company no less than 60 days or more
        than
        90 days prior to the meeting; provided, however, that in the event that less
        than 70 days notice or prior public disclosure of the date of the meeting
        is
        given or made to shareholders, notice by the shareholder to be timely must
        be so
        received not later than the close of business on the 10 th day
        following the day on which such notice of the date of the meeting was mailed
        or
        such public disclosure was made. To be in proper written form, such
        shareholder’s notice shall set forth in writing (a) as to each
  4
  person
        whom the shareholder proposes to nominate for election or re-election as
        a
        Director, all information relating to such person that is required to be
        disclosed in solicitations of proxies for election of directors, or is otherwise
        required, in each case pursuant to Regulation 14A under the Securities Exchange
        Act of 1934, as amended, including, without limitation, such person’s written
        consent to being named in the proxy statement as a nominee and to serving
        as a
        Director if elected, and (b) as to the shareholder giving notice (i) the
        name
        and address, as they appear on the Company’s books, of such shareholder, and
        (ii) the class and number of shares of the Company which are beneficially
        owned
        by such shareholder. At the request of the Board of Directors, any person
        nominated by the Board of Directors for election as Director shall furnish
        to
        the Secretary of the Company that information required to be set forth in
        a
        shareholder’s notice of nomination which pertains to the nominee. In the event
        that the shareholder seeks to nominate one or more Directors, the Secretary
        shall appoint two inspectors, who shall not be affiliated with the Company,
        to
        determine whether a shareholder has complied with this Section 2:13. If the
        inspectors shall determine that a shareholder has not complied with this
        Section
        2:13, the inspectors shall direct the chairman of the meeting to declare
        to the
        meeting that the nomination was not made in accordance with the procedures
        prescribed by the By-Laws of the Company, and the chairman shall so declare
        to
        the meeting and the defective nomination shall be disregarded.
 
 Procedures
        for Submission of Shareholder Proposals at Annual Meeting .
 
 Section
        2:14. At any annual meeting of the shareholders of the Company, only such
        business shall be conducted as shall have been brought before the meeting
        (i) by
        or at the direction of the Board of Directors or (ii) by any shareholder
        of the
        Company who complies with the procedures set forth in this Section 2:14.
        For
        business properly to be brought before an annual meeting by a shareholder,
        the
        shareholder must have given timely notice thereof in proper written form
        to the
        Secretary of the Company. To be timely, a shareholder’s notice shall be
        delivered to or mailed and received at the principal executive offices of
        the
        Company no less than 60 days or more than 90 days prior to the meeting;
        provided, however, that in the event that less than 70 days notice or prior
        public disclosure of the date of the meeting is given or made to shareholders,
        notice by the shareholder to be timely must be so received not later than
        the
        close of business on the 10 th day
        following the day on which such notice of the date of the meeting was mailed
        or
        such public disclosure was made. To be in proper written form, such
        shareholder’s notice shall set forth in writing (i) a brief description of the
        business desired to be brought before the annual meeting and the reasons
        for
        conducting such business at the annual meeting, (ii) the name and address,
        as
        they appear on the Company’s books, of the shareholder proposing such business,
        (iii) the class and number of shares of the Company which are beneficially
        owned
        by the shareholder and (iv) any material interest of the shareholder in such
        business. Notwithstanding anything in the By-Laws to the contrary, no business
        shall be conducted at an annual meeting except in accordance with the procedures
        set forth in this Section 2:14. The chairman of an annual meeting shall,
        if the
        facts warrant, determined and declare to the meeting in accordance with the
        provisions of this Section 2:14, and, if he should so determine, he shall
        so
        declare to the meeting and any such business not properly brought before
        the
        meeting shall not be transacted.
  5
  Conduct
        of Annual Meeting .
 
 Section
        2:15. The date and time of the opening and the closing of the polls for each
        matter upon which the shareholders will vote at a meeting shall be announced
        at
        the meeting by the person presiding over the meeting. The Board of Directors
        of
        the Company may to the extent not prohibited by law adopt by resolution such
        rules and regulations for the conduct of the meeting of shareholders as it
        shall
        deem appropriate. Except to the extent inconsistent with such rules and
        regulations as adopted by the Board of Directors, the chairman of any meeting
        of
        stockholders shall have the right and authority to prescribe such rules,
        regulations and procedures and to do all such acts as, in the judgment of
        such
        chairman, are appropriate for the proper conduct of the meeting. Such rules,
        regulations or procedures, whether adopted by the Board of Directors or
        prescribed by the chairman of the meeting, may to the extent not prohibited
        by
        law include, without limitation, the following: (i) the establishment of
        an
        agenda or order of business for the meeting; (ii) rules and procedures for
        maintaining order at the meeting and the safety of those present; (iii)
        limitations on attendance at or participation in the meeting to shareholders
        of
        record of the Company, their duly authorized and constituted proxies or such
        other persons as the chairman of the meeting shall determine; (iv) restrictions
        on entry to the meeting after the time fixed for the commencement thereof;
        and
        (v) limitations on the time allotted to questions or comments by participants.
        Unless, and to the extent, determined by the Board of Directors or the chairman
        of the meeting, meetings of shareholders shall not be required to be held
        in
        accordance with the rules of parliamentary procedure.
 
 ARTICLE
        III : DIRECTORS
 
 General
        Powers .
 
 Section
        3:1. The Board of Directors shall control and manage the business and property
        of the Company. The Board may exercise all such powers of the Company and
        do all
        lawful acts and things as are not by law, the Articles of Incorporation,
        or
        elsewhere in these By-Laws, directed or required to be exercised or done
        by the
        shareholders or some particular officer of the Company.
 
 Number
        and Qualification .
 
 Section
        3:2. The number of Directors shall be six; provided, however, that such number
        may be fixed, from time to time, at not less than three nor more than twelve
        by
        an amendment of this Section 3:2 of the By-Laws or by a resolution of the
        Board
        of Directors. Each change in the number of Directors (made either by amendment
        to this Section 3:2 of the By-Laws or by resolution of the Board of Directors
        as
        set forth in this Section 3:2) shall be reported to the Secretary of State
        of
        the State of Missouri within thirty calendar days of such change in number.
        Directors need not be shareholders.
 
 Each
        Director shall be under the age of 72 years at the time of his election to
        the
        Board. If a Director attains his 72nd birthday prior to the expiration of
        his
        term, he shall serve until the next annual meeting at which time his office
        as
        Director shall thereupon automatically become vacant. Notwithstanding the
        above,
        a majority of the Board of Directors may elect to waive the age requirement
        for
        a Director/Nominee.
  6
  Term
        of Office .
 
 Section
        3:3. The Board of Directors shall be elected by the shareholders entitled
        by law
        or the Articles of Incorporation to vote for the election of Directors. The
        Board of Directors shall be divided into three Groups, with the terms of
        office
        of each Group ending in successive years. Upon expiration of a Group’s initial
        term, all succeeding terms shall be for a period of three (3) years, until
        the
        next applicable Annual Shareholders Meeting. Each Director, unless removed,
        resigned, disqualified, or otherwise separated from office, shall hold office
        for the term for which he is elected or until his successor shall have been
        elected and qualified.
 
 Removal
        of Directors .
 
 Section
        3:4. Directors may be removed at a meeting of shareholders called expressly
        for
        such purpose in the manner provided herein and subject to the limitations
        provided by law. The entire Board of Directors may be removed, with or without
        cause, by a vote of not less than 75% of all the outstanding shares entitled
        to
        vote at such meeting. Less than the entire Board of Directors may be removed,
        with or without cause, by a vote of not less than 75% of all the outstanding
        shares entitled to vote at such meeting, except in such case no Director
        may be
        removed if the votes cast against his removal would be sufficient to elect
        him
        if then cumulatively voted at an election of the class of Directors of which
        he
        is a part. Such shareholders meeting shall be held at the registered office
        or
        principal office of the Company in Missouri or in the city or county in Missouri
        in which the principal business office of the Company is located.
 
 Vacancies .
 
 Section
        3:5. In case of any vacancy in the Board of Directors through death, resignation
        or removal pursuant to the By-Laws or as provided by law, of one or more
        of the
        directors, a majority of the surviving or remaining Directors may fill such
        vacancy or vacancies until the successor or successors are elected at the
        shareholders meeting that the class of Directors to which such directorship
        has
        been appointed is to be next presented for election by the shareholders.
        Unless
        otherwise provided in the Articles of Incorporation, vacancies on the Board
        of
        Directors resulting from any increase in the number of Directors to constitute
        the Board of Directors may be filled by a majority of Directors then in office,
        although less than a quorum, or by the sole remaining Director, until the
        shareholders meeting that the class of Directors to which such directorship
        has
        been appointed is to be next presented for election by the
        shareholders.
 
 Place
        of Meeting .
 
 Section
        3:6. The Board of Directors may hold its meetings at the principal office
        of the
        Company or at such other place or places within or without the State of Missouri
        as it may from time to time determine. Members of the Board of Directors
        may
        participate in a meeting of a Board by means of conference telephone or similar
        communications equipment whereby all persons participating in the meeting
        can
        hear each other, and participation in a meeting in this manner shall constitute
        presence in person at the meeting.
 
  7
  Organization
        Meetings .
 
 Section
        3:7. Organization meetings shall be held on a date set by the Board of
        Directors, provided that such date shall be either on the same day or a date
        subsequent to the Annual Meeting of Shareholders, and shall be held at the
        principal office of the Corporation or at such other place within or without
        the
        State of Missouri, as the Board may deem acceptable. No notice shall be required
        for any organization meeting.
 
 Regular
        Meetings .
 
 Section
        3:8. The Board of Directors from time to time, by resolution, may provide
        for
        regular meetings, which may thereafter be held at the time and place designated,
        without notice thereof to the Directors; provided, however, that any Director
        absent from the meeting at which such resolution was adopted shall be notified
        of the adoption thereof not less than 3 days prior to the first regular meeting
        to be held pursuant thereto.
 
 Special
        Meetings .
 
 Section
        3:9. Special meetings of the Board of Directors may be called by the Chairman
        of
        the Board, the Vice-Chairman of the Board, if any, the President, or any
        two
        Directors, and shall be held at the time and place (within or without the
        State
        of Missouri) specified in the call. Unless waived as hereinafter provided,
        notice of the time, place and purpose of each special meeting shall be delivered
        to each Director, either in person or by mail, postage prepaid and addressed
        to
        such Director, either at the most recent address which he has furnished the
        Secretary of the Company or at his last known resident address at least two
        days
        before such meeting. If given by mail, such notice shall be deemed delivered
        upon deposit in the United States mail, postage prepaid, and addressed in
        either
        manner aforesaid.
 
 Quorum .
 
 Section
        3:10. Except as otherwise provided by law, by the Articles of Incorporation,
        or
        elsewhere in these By-Laws, a majority of the full Board of Directors shall
        constitute a quorum for the transaction of business, and the act of a majority
        of the Directors present at a meeting at which a quorum is present shall
        be the
        act of the Board of Directors. In the absence of a quorum, a majority of
        the
        Directors present at a meeting, or the Director if there be only one present,
        or
        the Secretary if there be no Director present, may adjourn the meeting from
        time
        to time, not to exceed thirty days until a quorum be had. No notice other
        than
        announcement at the meeting need be given of such adjournment.
 
 Compensation .
 
 Section
        3:11. A Director may be entitled to receive (a) such transportation and other
        expenses incident to his attendance at any meeting of the Board of Directors
        or
        of any committee thereof of which he may be a member as the Board of Directors
        from time to time may determine, and (b) such compensation as the Board of
        Directors from time to time may determine.
 
  8
  Actions
        of Directors in Lieu of Meeting .
 
 Section
        3:12. Any action which is required to be or may be taken at a meeting of
        the
        directors may be taken without a meeting if consents in writing, setting
        forth
        the action so taken, are signed by all of the Directors. The consents shall
        have
        the same force and effect as a unanimous vote of the Directors at a meeting
        duly
        held and may be stated as such in any certificate or document filed pursuant
        to
        the provisions of Missouri law. The Secretary shall file the consents with
        the
        minutes of the meetings of the Board of Directors.
 
 
 ARTICLE
        IV: COMMITTEES
 
 Executive
        Committee .
 
 Section
        4:1. The Board of Directors may, at its discretion and by resolution adopted
        by
        a majority of all the members of the Board of Directors, designate an Executive
        Committee to consist of two or more Directors, one of whom shall be designated
        by the Board as Chairman of the Executive Committee. The Board of Directors may
        delegate to the Executive Committee any and all authority in the management
        of
        the Company otherwise vested in the Board of Directors. The Board of Directors
        shall have the power at any time to expand or limit the authority of, to
        fill
        vacancies in, to change the membership of, or to dissolve the Executive
        Committee. A majority of the members of the Executive Committee shall be
        sufficient to determine its action unless the Board of Directors shall otherwise
        provide for a greater percentage.
 
 Meetings
        of Executive Committee .
 
 Section
        4:2. Regular meetings of the Executive Committee may be held without call
        or
        notice at such times and places as the Executive Committee from time to time
        may
        fix. Other meetings of the Executive Committee may be called by any member
        thereof either by oral, telegraphic or written notice not later than the
        day
        prior to the date set for such meeting. Such notice shall state the time
        and
        place of the meeting and, if by telegraph or in writing, shall be addressed
        to
        each member at his address as shown by the records of the Secretary of the
        Company. Any member may, or upon request by any member, the Secretary shall,
        give the required notice calling the meeting. The Executive Committee shall
        keep
        a record of its proceedings, and shall regularly present such records to
        the
        Board of Directors. Members of the Executive Committee or any other Committee
        designated by the Board of Directors may participate in a meeting of the
        Committee by means of conference telephone or similar communications equipment
        whereby all persons participating in the meeting in this manner shall constitute
        presence in person at the meeting.
 
 Emergency
        Management Committee .
 
 Section
        4:3. The Board of Directors, by resolution of a majority of the whole Board,
        may
        appoint three or more persons to constitute an Emergency Management Committee
        or
        otherwise designate the manner in which the membership of such Committee
        shall
        be determined. To the extent provided in said resolution, and subject to
        the
        provisions of the Articles of Incorporation and these By-Laws, such Committee
        shall have and may exercise all the powers of the board of Directors in the
        management of the business and affairs of the Company but only during any
        period
        when the Board of Directors shall be unable to function by
  9
  reason
        of vacancies therein caused by death, resignation or otherwise, and there
        shall
        be no Director remaining and able to fill such vacancies pursuant to Section
        3:5
        of Article III and until a Board of Directors shall have been duly constituted.
        Such Committee shall, during the time it is authorized to function as provided
        herein, have power to call special meetings of stockholders, to elect or
        appoint
        officers to fill vacancies as circumstances may require and to authorize
        the
        seal of the Company to be affixed to all papers which may require it. Such
        Committee shall make its own rules of procedure. A majority of the Committee
        shall constitute a quorum. Any vacancy in the Committee caused by death,
        incapacity, resignation or otherwise may be filled by the remaining members
        though less than a quorum and any member so chosen shall serve until a Board
        of
        Directors has been duly constituted.
 
 Other
        Committees .
 
 Section
        4:4. Other Committees may be established from time to time by the Board of
        Directors. Such other Committees shall have such purpose(s) and such power(s),
        as the Board of Directors by resolution may confer. The Board of Directors
        or
        such officer or Committee as the Board of Directors may designate, shall
        have
        the power to appoint members of such other Committee, to remove any member
        thereof and to fill any vacancy therein, and to designate the Chairman of
        such
        other Committee. Unless otherwise provided by the Board of Directors, a majority
        of the members of such other Committee shall constitute a quorum, and the
        acts
        of a majority of the members present at a meeting at which a quorum is present
        shall be the act of such other Committee.
 
 
 ARTICLE
        V . OFFICERS
 
 Section
        5:1. The Principal Officers of the Company shall be a Chairman of the Board,
        a
        Vice-Chairman of the Board (if the Board shall choose to elect one), a Chief
        Executive Officer, a President, one or more Executive Vice-Presidents, one
        or
        more Vice-Presidents and/or Vice-Presidents of such designation as the Board
        shall deem appropriate, a Secretary, a Treasurer, one or more Controller(s)
        and
        such other officer or assistant officers as may be deemed necessary and elected
        by the Board of Directors. Each elected officer shall have all powers and
        duties
        usually incident to such elected office except as modified pursuant to the
        provisions of Sections 5:2 and 5:3. Any two or more offices may be held by
        the
        same person except that the offices of Chairman of the Board or of President
        and
        the office of the Secretary may not be held by the same person. Any officer
        elected by the Board may be specially designated by the Board with one or
        more
        functional titles.
 
 Elected
        Officer .
 
 Section
        5:2. The general duties of the elected officers shall be as set forth
        below:
 
 (a) Chairman
        of the Board .
        The
        Board of Directors shall elect one of its number Chairman of the Board who
        shall
        preside at all meetings of the shareholders and of the Board of Directors
        at
        which he may be present. The Chairman of the Board shall have such other
        powers
        and duties as, from time to time, shall reside in or be assigned said office
        pursuant to the provisions of subsection (h) of this Section 5:2 and of Section
        5:3.
  10
  (b) Vice-Chairman
        of the Board .
        The
        Board of Directors may, in its discretion, elect one of its number Vice-Chairman
        of the Board who, in the absence of the Chairman of the Board, shall preside
        at
        all meetings of the shareholders and of the Board of Directors at which he
        may
        be present. The Vice-Chairman of the Board shall have such other powers and
        duties as, from time to time, shall reside in or be assigned said office
        pursuant to the provisions of subsection (h) of this Section 5:2 and Section
        5:3.
 
 (c) President .
        When
        the Chairman of the Board, and the Vice-Chairman of the Board, if any, are
        absent the President shall preside at all meetings of the Board of Directors
        and
        shall have such other powers and duties as, from time to time shall reside
        in or
        be assigned to said office pursuant to the provisions of subsection (h) of
        this
        Section 5:2 and of Section 5:3.
 
 (d) Executive
        Vice-President and Vice-President .
        Each
        Executive Vice-President and each Vice-President, of such designation as
        the
        Board has deemed appropriate, shall have such powers and duties as, from
        time to
        time, shall reside in or be assigned to said office pursuant to the provisions
        of subsection (h) of this Section 5:2 and of Section 5:3.
 
 (e) Treasurer .
        Subject to the authority of the Chief Financial Officer of the Company, if
        there
        be one, the Treasurer shall have custody of, and be responsible for, all
        the
        funds and securities of the Company, and shall deposit and withdraw such
        funds
        and securities in and from such banks, trust companies, or other depositories
        as
        shall be selected by and in accordance with the resolutions adopted from
        time to
        time by the Board of Directors. He shall also have such other powers and
        duties
        as, from time to time shall reside in or be as assigned to said office pursuant
        to the provisions of subsection (h) of this Section 5:2 and of Section
        5:3.
 
 (f) Secretary .
        The
        Secretary shall keep the minutes of the meetings of the shareholders, the
        Board
        of Directors (unless otherwise delegated by the Board to one of its members),
        and the Executive Committee, if any, shall see that all notices are duly
        given
        in accordance with the provisions of these By-Laws or as required by law,
        be
        custodian of the Company’s records and seal, keep a register of the post office
        address of all shareholders, have general charge of the books and records
        of the
        Company, and sign such instruments with the President or other officers as
        may
        be required. The Secretary shall have such other powers and duties as, from
        time
        to time, shall reside in or be as assigned to said office pursuant to the
        provisions of subsection (h) of this Section 5:2 and of Section
        5:3.
 
 (g) Controller .
        Subject to the authority of the Chief Financial Officer of the Company, if
        there
        be one, the Controller shall have custody of and be responsible for the
        maintenance of the books of account of the Company. He shall also have such
        other powers and duties as, from time to time shall reside in or be as assigned
        to said office pursuant to the provisions of subsection (h) of this Section
        5:2
        and of Section 5:3.
 
 (h) Other
        Duties and Responsibilities .
        Subject to the ultimate authority of the Board of Directors and its Executive
        Committee, if there be one, each of the officers elected or appointed by
        the
        Board of Directors, shall have such other duties and responsibilities as
        may be
        provided by law, and to the extent not in conflict with law, and as shall
        from
        time to time be assigned, modified or terminated by the Chief Executive Officer
        or his designee (which may be the person who is such officer’s immediate
        superior as shown on any Company organization chart or similar document
        outlining job duties, responsibilities or accountabilities of the Company’s
        officers as may be in effect from time to time).
  11
  
 Functional
        Responsibilities .
 
 Section
        5:3. Chief
        Executive Officer .
        The
        Chief Executive Officer shall have active executive management of and ultimate
        responsibility for the conduct of the business operations of the Company.
        Such
        executive management shall include the assignment of responsibilities of
        other
        elected or appointed officers, provided however, that he may, in his sole
        discretion, delegate his authority to assign the responsibilities of the
        other
        elected officers to an officer designated by him for that purpose. Unless
        such
        power is otherwise delegated to some other officer, agent or proxy, the Chief
        Executive Officer shall have full power and authority in behalf of the Company:
        (i) to act and to vote, as fully as the Company might do if present at any
        meeting, or any adjournment thereof, of the shareholders of a corporation
        in
        which the Company may hold stock; (ii) to waive notice of and consent to
        the
        holding of any such meeting or adjournment; and (iii) to sign a consent to
        action in lieu of any such meeting or adjournment.
 
 Absence,
        Disability or Death - Elected Officers .
 
 Section
        5:4. In the absence, disability or death of any elected Officer of the Company
        the duties and powers of such officer shall be performed first by the superior
        of such officer, or by such superior’s designee, or second by the person who is
        the officer’s subordinate as shown in any Company organization chart or similar
        document outlining job duties, responsibilities or accountabilities of such
        officer in effect from time to time.
 
 Term
        of Office and Compensation .
 
 Section
        5:5. The compensation of the elected or appointed officers of the Company
        shall
        be fixed by the Board of Directors; provided, however, that the Board of
        Directors may delegate to any committee or officer, other than the holder
        of the
        office involved, the power to fix the compensation of officers. All officers
        of
        the Company shall hold office only at the pleasure of the Board of
        Directors.
 
 Removal .
 
 Section
        5:6. Any officer elected by the Board of Directors may be removed by the
        Board
        of Directors with or without a hearing and with or without cause whenever
        in its
        judgement the best interests of the Company will be served thereby, but such
        removal shall be without prejudice to the contract rights, if any, of the
        person
        so removed.
 
  12
  Vacancies .
 
 Section
        5:7. Any vacancy in any office because of death, resignation, removal, or
        any
        other cause shall be filled in the manner prescribed in these By-Laws for
        the
        election to such office.
 
 Bonding .
 
 Section
        5:8. If so required by the Board of Directors, or applicable Company policy
        an
        officer shall give bond for the faithful discharge of his duties in such
        form
        and amount and with such sureties as the Board of Directors may provide,
        but the
        premiums for any such bond shall be borne by the Company.
 
 Execution
        of Instruments .
 
 Section
        5:9. All bills of exchange, promissory notes, and checks issued, drawn, or
        made
        by the Company shall be signed by such officer or officers, or such individual
        or individuals, as the Board of Directors may from time to time designate
        therefor; provided, however, that in the absence of any such designation,
        they
        may be signed on behalf of the Company by any two of the following officers:
        The
        Chairman of the Board, the Vice-Chairman of the Board, if any, the President,
        any Executive Vice President, any Vice-President, and the Treasurer. Any
        other
        contract or obligation of the Company shall be executed by such officer or
        officers, or such other individual or individuals, as the Board of Directors
        may
        direct, or, in the absence of such direction, by the Chairman of the Board,
        the
        Vice-Chairman of the Board, if any, the President, any Executive Vice-President,
        any Vice-President (of whatever designation he/she may have), the Secretary,
        the
        Treasurer, or an Assistant Secretary, provided, however, that any person
        designated as an authorized signer, whether by law, by action of the Board
        of
        Directors, by these By-Laws, or otherwise, shall, without exception, obtain
        the
        prior approvals, or the review of action, required by any resolution adopted
        by
        the Board of Directors expressing a policy governing the execution of documents
        intended to bind this Company. The seal of the Company may be affixed to
        instruments executed on its behalf by its proper officers and shall be affixed
        to such instruments as required by law and as the Board of Directors may
        direct.
        When affixed, the seal may be attested by the Secretary, an Assistant Secretary
        or by such other officer as the Board of Directors may direct.
 
 
 ARTICLE
        VI : CAPITAL
        STOCK AND DIVIDENDS
 
 Certificates
        of Shares .
 
 Section
        6:1. Certificates for shares of the capital stock of the Company shall be
        in
        such form, not inconsistent with applicable law or the Articles of
        Incorporation, as shall be approved by the Board of Directors, and shall
        be
        signed by the Chairman of the Board or by the President or an Executive
        Vice-President or a Vice-President and by the Secretary or an Assistant
        Secretary or the Treasurer or an Assistant Treasurer, provided that the
        signatures of any such officers thereon may be facsimiles, engraved or printed,
        if such certificates are signed by a transfer agent other than the Company
        or
        its employee or by a registrar other than the Company or its employee. The
        seal
        of the Company shall be impressed, by original or by facsimile, printed or
        engraved, on all such certificates. In case any such officer, transfer agent
        or
        registrar
  13
  who
        has
        signed or whose facsimile signature has been placed upon any such certificate
        shall have ceased to be such officer, transfer agent or registrar before
        such
        certificate is issued, such certificate may nevertheless be issued by the
        Company with same effect as if such officer, transfer agent or registrar
        had not
        ceased to be such officer, transfer agent or registrar at the date of its
        issue.
 
 Numbers
        and Data on Certificate .
 
 Section
        6:2. All Certificates shall be numbered as may be required by resolution
        of the
        Board of Directors, and each shall show thereon the name of the person owning
        the shares represented thereby, the number of such shares, and the date of
        issue, which information shall be entered on the Company’s books.
 
 Cancellation
        of Certificates .
 
 Section
        6:3. Every certificate surrendered to the Company for transfer or otherwise
        in
        exchange for a new certificate shall be marked “canceled” with the date of
        cancellation, and no new certificate(s) in lieu thereof shall be issued until
        the former certificate(s) for an equivalent number of shares shall have been
        surrendered and cancelled, except as otherwise provided in Section 6:6 of
        these
        By-Laws.
 
 Registration
        and Change of Registration .
 
 Section
        6:4. The names and addresses of the persons owning certificates representing
        shares of stock in the Company together with the number of shares of stock
        owned
        by them respectively shall be registered on the books of the Company. The
        Company shall register transfers of such certificates together with the date
        of
        such transfers if the certificates are (1) delivered and endorsed either
        in
        blank or to a specified person by the person appearing by the certificate
        to be
        the owner of the shares represented thereby, or (2) delivered together with
        a
        separate document containing a written assignment of the certificate or a
        power
        of attorney to sell, assign, or transfer the same or the share represented
        thereby, signed by the person appearing by the certificate to be the owner
        of
        the shares represented thereby (said assignment or power of attorney to be
        either in blank or to a specified person), or (3) delivered together with
        an
        assignment endorsed thereon or in a separate instrument signed by the trustee
        in
        bankruptcy, receiver, guardian, executor, administrator, custodian, or other
        person duly authorized by law to transfer the certificate on behalf of the
        person appearing by the certificate to be the owner of the shares represented
        thereby. Notwithstanding the above provisions on transfers of shares, the
        person
        in whose name shares stand on the books of the Company at the date of the
        closing of the transfer books or at the record date fixed by law or pursuant
        to
        Section 6:7 of these By-Laws shall be deemed the owner thereof insofar as
        rights
        to receive dividends, to vote, and to have any other rights or privileges
        as a
        shareholder.
 
  14
  Regulations
        for Transfer .
 
 Section
        6:5. The Board of Directors shall have power and authority to make such rules
        and regulations as it deems expedient concerning the issue, transfer, and
        registration of certificates for shares of the capital stock of the Company,
        and
        may appoint one or more transfer agents or transfer clerks as registrars
        of
        transfer, and may require all certificates to bear the signature of a transfer
        agent or transfer clerk or registrar of transfer.
 
 Lost,
        Stolen, Destroyed or Mutilated Certificates .
 
 Section
        6:6. Upon proof satisfactory to the Chairman of the Board, or, in his absence
        the President and the Secretary that any certificate for shares of the capital
        stock of the Company issued and outstanding has been lost, stolen, destroyed
        or
        mutilated, and upon due application in writing by the person in whose name
        the
        same may stand of record on the books of the Company, or by his legal
        representative, and the surrender thereof in the case of a mutilated
        certificate, or, in the case of a certificate having been lost, stolen, or
        destroyed, the giving of an indemnifying bond in such form and amount and
        with
        such sureties as the Board of Directors may require, the proper officers
        of the
        Company are authorized and empowered to issue a new certificate or certificates
        to the owner thereof in lieu of the certificate that has been lost, stolen,
        destroyed, or mutilated. The Board of Directors may delegate to any transfer
        agent of the Corporation the authorization of the issue of such new certificate
        or certificates and the approval of the form and amount of such indemnity
        bond
        or bonds and the surety or sureties thereon.
 
 Closing
        of Transfer Books and Record Dates .
 
 Section
        6:7. The Board of Directors shall have power to close the transfer books
        of the
        Company for a period not exceeding fifty days (or such greater period as
        then
        provided by law) preceding the date of any meeting of shareholders or the
        date
        for payment of any dividend or the date for the allotment of rights or the
        date
        when any change or conversion or exchange of shares shall go into effect,
        or in
        lieu thereof may fix in advance a date not exceeding fifty days (or such
        greater
        period as then provided by law) preceding the date of any meeting of
        shareholders or the date for payment of any dividend or the date of the
        allotment of rights or the date when any change or conversion or exchange
        of
        shares shall go into effect, as a record date for the determination of the
        shareholders entitled to notice of and to vote at any such meeting and any
        adjournment thereof or entitled to receive payment of any such dividend,
        or to
        any such allotment of rights, or to exercise the rights in respect of any
        such
        change, conversion or exchange of shares, and in such case only shareholders
        of
        record on the date of closing the transfer books or on the record date so
        fixed
        shall be entitled to such notice of and to vote at such meeting and any
        adjournment thereof, or to receive payment of such dividend, or to receive
        such
        allotment of rights, or to exercise such rights, as the case may be,
        notwithstanding any transfer of any shares on the books of the Company after
        such date of closing of the transfer books or such record date fixed as
        aforesaid.
 
  15
  Dividends .
 
 Section
        6:8. Subject to any and all limitations upon the payment of dividends imposed
        by
        law or by the Articles of Incorporation, the Board of Directors, in its
        discretion, may from time to time declare and cause to be paid dividends
        upon
        the outstanding shares of the capital stock of the Company in cash, property,
        shares of the capital stock of the Company, or any combination
        thereof.
 
 
 ARTICLE
        VII : MISCELLANEOUS
 
 Corporate
        Seal .
 
 Section
        7:1. The Board of Directors shall provide a suitable seal, containing the
        name
        of the Company, which seal shall be in the custody of the Secretary, and
        may
        provide for one or more duplicates thereof to be kept in the custody of the
        Treasurer and Assistant Treasurer and/or Assistant Secretary.
 
 Resignations .
 
 Section
        7:2. Any Director or Officer of the Company may resign such office at any
        time
        by giving written notice to the Chairman of the Board of Directors, the
        President, or the Secretary. Such resignation shall take effect at the date
        of
        the receipt of such notice, or at any later time specified therein, and,
        unless
        otherwise specified therein, the acceptance of such resignation shall not
        be
        necessary to make it effective.
 
 Waiver .
 
 Section
        7:3. Whenever any notice is required to be given by law, the Articles of
        Incorporation, or these By-Laws, a waiver thereof in writing, signed by the
        person or persons entitled to such notice, or a duly authorized representative
        of such person, whether before or after the time stated therein, shall be
        deemed
        equivalent to the giving of such notice. Presence at a meeting of shareholders
        or of Directors shall constitute a waiver of notice except where the shareholder
        or Director states that he is present solely for the purpose of objecting
        to the
        transaction of business because the meeting was not lawfully called or
        convened.
 
 Amendments .
 
 Section
        7:4. The Board of Directors, provided the power conferred hereby shall not
        be
        inconsistent with the Articles of Incorporation or applicable law, shall
        have
        power to make, amend and repeal the By-Laws of the Company by a vote of a
        majority of all of the members of the Board of Directors at any organization,
        regular or special meeting of the Board, provided that notice of intention
        to
        make, amend or repeal the By-Laws, in whole or in part shall have been given
        at
        the next preceding meeting; or, without any such notice, by a vote of 2/3
        of all
        of the members of the Board of Directors.
 
  16
  Books
        and Records .
 
 Section
        7:5. Except as the Board of Directors may from time to time direct or as
        may be
        required by law, the Company shall keep its books and records at its principal
        office.
 
 Severability .
 
 Section
        7:6. If any word, clause or provision of these By-Laws shall, for any reason,
        be
        determined to be invalid or ineffective, the provisions hereof shall not
        otherwise be affected thereby and shall remain in full force and
        effect.
 
 
 ARTICLE
        VIII :  INDEMNIFICATION
        OF DIRECTORS,
 OFFICERS
        AND OTHERS; INSURANCE
 
 Liabilities
        Covered
 
 Section
        8:1(a). The Company shall indemnify any person who was, or is threatened
        to be
        made, a party to any threatened, pending or completed action, suit or
        proceeding, whether civil, criminal, administrative or investigative, by
        reason
        of the fact that he is or was a director or officer of the Company or (at
        the
        request of the Company and in addition to his or her service as a director
        or
        officer of the Company) is or was serving as a director, officer, employee
        or
        agent of another corporation, partnership, joint venture, trust or other
        enterprise, against expenses (including attorneys’ fees), judgments, fines and
        amounts paid in settlement actually and reasonably incurred by him in connection
        with such action, suit or proceedings, to the full extent and under the
        circumstances permitted by law. For the purposes of this ARTICLE VIII, “officer”
shall mean each person elected, or requested to serve, as an officer by the
        Board of Directors of the Company and any other person serving as an officer
        shall not be an officer for the purposes of this ARTICLE VIII but may be
        indemnified as an employee or agent of the Company or other
        enterprise.
 
 Section
        8:1(b). In addition, the Company may (but shall not be obligated to) indemnify
        any person who was or is threatened to be made, a party to any threatened,
        pending or completed action, suit or proceeding, whether civil, criminal,
        administrative or investigative, by reason of the fact that he is or was
        an
        employee or agent of the Company or is or was serving at the request of the
        Company as an employee or agent of another corporation, partnership, joint
        venture, trust or other enterprise, against expenses (including attorney’s
        fees), judgments, fines and amounts paid in settlement actually and reasonably
        incurred by him in connection with such action, suit or proceedings, to the
        full
        extent and under the circumstances permitted by law.
 
 Section
        8:1(c). The Company shall not be obligated to indemnify any person in connection
        with his service as a director, officer, employee or agent of a constituent
        corporation merged into or consolidated with the Company, or his service
        at the
        request of such a constituent corporation as a director, officer, employee
        or
        agent of another corporation, partnership, joint venture, trust or other
        enterprise; provided, however, such person may be indemnified, to the full
        extent and under the circumstances permitted by law, if in connection with
        such
        merger or consolidation, the Board of Directors of the Company so directs
        or the
        agreement providing for such merger or consolidation so
        provides.
  17
  Section
        8:1(d). If this Section 8:1 is approved by a vote of the stockholders of
        the
        Company, indemnification shall or may (as the case may be) be provided hereunder
        unless the conduct of the person to be indemnified is finally adjudged to
        have
        been knowingly fraudulent, deliberately dishonest or willful
        misconduct.
 
 Section
        8:1(e). Notwithstanding anything set forth herein, no indemnity shall be
        paid by
        the Company (i) in respect of remuneration paid to any person if it shall
        be
        determined by a final judgment or other final adjudication that such
        remuneration was in violation of law, or (ii) on account of any suit in which
        judgment is rendered against any person (seeking indemnification hereunder)
        for
        an accounting of profits made from the purchase or sale by such person of
        securities of the Company pursuant to the provisions of Section 16(b) of
        the
        Securities Exchange Act of 1934 and amendments thereto or similar provisions
        of
        any federal, state or local statutory law.
 
 Procedures
        for Indemnification .
 
 Section
        8:2. Any indemnification under Section 8:1(a) of this ARTICLE VIII (unless
        ordered by a court) shall be made by the Company unless a determination is
        reasonably and promptly made that indemnification is not proper in the
        circumstances because the person to be indemnified has not satisfied the
        conditions set forth in such Section 8:1. Any indemnification under Section
        8:1(b) of this ARTICLE VIII (unless ordered by a court) shall be made as
        authorized in a specified case upon a determination that indemnification
        is
        proper in the circumstances because the person to be indemnified has satisfied
        the conditions set forth in such Section 8:1. Any such determination shall
        be
        made (1) by the Board of Directors by a majority vote of a quorum consisting
        of
        directors who were not parties to such action, suit or proceeding, or (2)
        if
        such a quorum is not obtainable, or even if obtainable a quorum of disinterested
        directors so directs, by independent legal counsel in a written opinion,
        or (3)
        by the stockholders.
 
 Advance
        Payment of Expenses .
 
 Section
        8:3(a). With respect to any person entitled to be indemnified under Section
        8:1(a) of this ARTICLE VIII, expenses incurred in defending a civil or criminal
        action, suit or proceeding shall be paid by the Company in advance of the
        final
        disposition of the action, suit or proceeding upon receipt of an undertaking
        by
        or on behalf of the person seeking such advance to repay such amount if it
        shall
        ultimately be determined that such person is not entitled to be indemnified
        by
        the Company as authorized in this ARTICLE VIII.
 
 Section
        8:3(b). With respect to any person who may be indemnified under Section 8:1(b)
        of this ARTICLE VIII, expenses incurred in defending a civil or criminal
        action,
        suit or proceeding may be paid by the Company in advance of the final
        disposition of the action, suit or proceeding as authorized by the Board
        of
        Directors in a specific case upon receipt of an undertaking by or on behalf
        of
        the person seeking such indemnification to repay such amount unless it shall
        ultimately be determined that he is entitled to be indemnified by the Company
        as
        authorized in this ARTICLE VIII.
 
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  Extent
        of Rights Hereunder .
 
 Section
        8:4. The foregoing rights of indemnification shall not be deemed exclusive
        of
        any other rights to which those seeking indemnification may be entitled under
        any By-Law, agreement, vote of stockholders of 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, officer, employee or other agent and shall
        inure to the benefit of the heirs, executors and administrators of such
        person.
 
 Purchase
          of Insurance.
 
 Section
          8:5. The directors may authorize, to the extent permitted by The General
          and
          Business Corporation Law of Missouri, as in effect and applicable from
          time to
          time, the purchase and maintenance of insurance on behalf of any person
          who is
          or was a director, officer, employee or agent of the Company or is or was
          serving at the request of the Company as a director, officer, employee
          or agent
          of another company, partnership, joint venture, trust or other enterprise
          against any liability asserted against him and incurred by him in such
          capacity
          or arising out of his status as such, whether or not the Company would
          have the
          power to indemnify him against such liability under the provisions of The
          General and Business Corporation Law of Missouri.
 
 Indemnification
          Agreements.
 
 Section
          8:6. With respect to any of the persons who shall or may be indemnified
          pursuant
          to Section 8:1 of this ARTICLE VIII, the Company may enter into written
          agreements providing for the mandatory indemnification of such persons
          in
          accordance with the provisions of this ARTICLE VIII. In the event of any
          conflict between the provisions of this ARTICLE VIII and the provisions
          of an
          indemnification agreement adopted by the stockholders, the terms of such
          agreement shall prevail.
       19