UNION ELECTRIC COMPANY





                                  B Y - L A W S

                          As Amended to August 26, 1999





                                   ARTICLE I.

                                  Stockholders

     Section 1. The annual meeting of the  stockholders  of the Company shall be
held on the  fourth  Tuesday  of April  in each  year (or if said day be a legal
holiday, then on the next succeeding day not a legal holiday), at the registered
office of the Company in the City of St.  Louis,  State of Missouri,  or at such
other  place  within or without  the State of  Missouri  as may be stated in the
notice of meeting, for the purpose of electing directors and of transacting such
other business as may properly be brought before the meeting.

     Section 2. Special  meetings of the stockholders may be called by the Chief
Executive Officer or by the Board of Directors  pursuant to a resolution adopted
by a majority of the total number of directors  which the Company  would have if
there were no vacancies.

     Section  3.  Written  or printed  notice of each  meeting  of  stockholders
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  or given not less than ten nor more than seventy days before the date
of the meeting,  either  personally  or by mail, to each  stockholder  of record
entitled  to vote  thereat,  at his  address as it  appears,  if at all,  on the
records of the Company. Such further notice shall be given by mail,  publication
or otherwise as may be required by law.  Meetings may be held without  notice if
all the stockholders  entitled to vote thereat are present or represented at the
meeting, or if notice is waived by those not present or represented.

     Section 4. The holders of record of a majority of the shares of the capital
stock of the Company issued and outstanding,  entitled to vote thereat,  present
in person or represented by proxy,  shall,  except as otherwise provided by law,
constitute a quorum at all meetings of the stockholders. If at any meeting there
be no such  quorum,  such  holders  of a  majority  of the  shares so present or
represented may successively  adjourn the meeting to a specified date not longer

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than ninety days after such adjournment,  without notice other than announcement
at the meeting,  until such quorum shall have been  obtained,  when any business
may be transacted  which might have been transacted at the meeting as originally
notified. The chairman of the meeting or a majority of shares so represented may
adjourn the meeting from time to time, whether or not there is such a quorum.

     Section 5. Meetings of the stockholders shall be presided over by the Chief
Executive  Officer  or, if he is not  present,  by the  Chairman of the Board of
Directors or by the  President  or, if neither the Chairman nor the President is
present,  by such other  officer of the  Company as shall be  selected  for such
purpose by the Board of Directors. The Secretary of the Company or, if he is not
present,  an Assistant Secretary of the Company or, if neither the Secretary nor
an Assistant  Secretary is present,  a secretary pro tem to be designated by the
presiding officer shall act as secretary of the meeting.

     Section 6. At all  meetings of the  stockholders  every holder of record of
the shares of the capital stock of the Company,  entitled to vote  thereat,  may
vote either in person or by proxy.

     Section 7. At all  elections  for  directors the voting shall be by written
ballot.  If the object of any meeting be to elect directors or to take a vote of
the stockholders on any proposition of which notice shall have been given in the
notice of the meeting,  the person  presiding at such meeting  shall appoint not
less than two persons, who are not directors,  inspectors to receive and canvass
the votes given at such  meeting.  Any  inspector,  before he shall enter on the
duties of his office,  shall take and subscribe an oath, in the manner  provided
by law, that he will execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors shall take
charge of the polls and after the  balloting  shall  make a  certificate  of the
result of the vote taken.

     Section 8: (a) (1)  Nominations  of persons  for  election  to the Board of
Directors  of the Company and the proposal of business to be  considered  by the
stockholders  may be made at an annual meeting of  stockholders  (a) pursuant to
the  Company's  notice of meeting,  (b) by or at the  direction  of the Board of
Directors  or (c) by any  stockholder  of the Company who was a  stockholder  of
record  at the time of  giving of notice  provided  for in this  By-Law,  who is
entitled to vote at the meeting and who complies with the notice  procedures set
forth in this By-Law.

     (2) For  nominations  or other  business to be properly  brought  before an
annual  meeting by a stockholder  pursuant to clause (c) of paragraph (a) (1) of
this By-Law, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company and such other  business must otherwise be a proper
matter for stockholder  action.  To be timely,  a stockholder's  notice shall be
delivered to the Secretary at the principal executive offices of the Company not
later than the close of business  on the 60th day nor earlier  than the close of
business on the 90th day prior to the first  anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such  anniversary
date,  notice by the  stockholder  to be timely must be so delivered not earlier
than the close of business on the 90th day prior to such annual  meeting and not
later  than the  close of  business  on the  later of the 60th day prior to such
annual

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meeting or the 10th day  following the day on which public  announcement  of the
date of such meeting is first made by the Company.  In no event shall the public
announcement  of an adjournment of an annual meeting  commence a new time period
for the giving of a stockholder's  notice as described above. Such stockholder's
notice  shall set forth (a) as to each person whom the  stockholder  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 in an election contest, or is otherwise required,  in each
case pursuant to Regulation  14A under the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving  as a  director  if  elected);  (b) as to any  other  business  that the
stockholder  proposes to bring before the meeting,  a brief  description  of the
business  desired to be brought  before the meeting,  the reasons for conducting
such business at the meeting and any material  interest in such business of such
stockholder  and the beneficial  owner,  if any, on whose behalf the proposal is
made; and (c) as to the stockholder  giving the notice and the beneficial owner,
if any,  on whose  behalf the  nomination  or  proposal is made (i) the name and
address of such stockholder,  as they appear on the Company's books, and of such
beneficial  owner and (ii) the class and number of shares of the  Company  which
are owned  beneficially  and of record by such  stockholder  and such beneficial
owner.

     (3) Notwithstanding anything in the second sentence of paragraph (a) (2) of
this By-Law to the  contrary,  in the event that the number of  directors  to be
elected to the Board of Directors  of the Company is  increased  and there is no
public  announcement  by the Company  naming all of the nominees for director or
specifying  the size of the increased  Board of Directors at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice  required by this By-Law shall also be considered  timely,  but only with
respect to nominees for any new positions created by such increase,  if it shall
be delivered to the Secretary at the principal  executive offices of the Company
not later than the close of business on the 10th day  following the day on which
such public announcement is first made by the Company.

     (b)  Only  such  business  shall  be  conducted  at a  special  meeting  of
stockholders  as shall have been  brought  before the  meeting  pursuant  to the
Company's notice of meeting. Nominations of persons for election to the Board of
Directors may be made at a special  meeting of  stockholders  at which directors
are to be elected  pursuant to the Company's  notice of meeting (1) by or at the
direction of the Board of Directors or (2) provided  that the Board of Directors
has  determined  that  directors  shall  be  elected  at  such  meeting,  by any
stockholder  of the Company who is a stockholder of record at the time of giving
of notice  provided  for in this  By-Law,  who shall be  entitled to vote at the
meeting and who complies with the notice procedures set forth in this By-Law. In
the event the Company calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors,  any such  stockholder
may  nominate a person or persons  (as the case may be),  for  election  to such
position(s)   as  specified  in  the  Company's   notice  of  meeting,   if  the
stockholder's  notice  required by  paragraph  (a) (2) of this  By-Law  shall be
delivered to the Secretary at the principal executive offices of the Company not
earlier than the close of business on the 90th day prior to such special meeting
and not later than the close of  business  on the later of the 60th day prior to
such  special  meeting  or the  10th  day  following  the  day on  which  public
announcement is first made of the date of the special meeting

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and of the  nominees  proposed by the Board of  Directors  to be elected at such
meeting.  In no event  shall the  public  announcement  of an  adjournment  of a
special  meeting  commence a new time  period for the giving of a  stockholder's
notice as described above.

     (c) (1)  Only  such  persons  who are  nominated  in  accordance  with  the
procedures  set forth in this By-Law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought  before the meeting in accordance  with the procedures set forth in
this By-Law.  Except as otherwise provided by law, the Articles of Incorporation
or these  By-Laws,  the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting  was  made or  proposed,  as the  case may be,  in  accordance  with the
procedures set forth in this By-Law and, if any proposed  nomination or business
is not in compliance with this By-Law,  to declare that such defective  proposal
or nomination shall be disregarded.

     (2)  For  purposes  of  this  By-Law,   "public  announcement"  shall  mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Company with the Securities and Exchange  Commission  pursuant to Section 13, 14
or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing  provisions of this By-Law, a stockholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder with respect to the matters set forth in this
By-Law.  Nothing  in this  By-Law  shall be deemed to affect  any  rights (a) of
stockholders to request  inclusion of proposals in the Company's proxy statement
pursuant  to Rule  14a-8  under the  Exchange  Act or (b) of the  holders of any
series of Preferred Stock to elect directors under specified circumstances.


                                   ARTICLE II.

                                    Directors

     Section 1. The property and business of the Company shall be controlled and
managed by its Board of  Directors.  The number of directors to  constitute  the
Board of Directors shall be eleven;  provided,  however, that such number may be
fixed by the Board of  Directors,  from time to time, at not less than a minimum
of three nor more than a  maximum  of  fourteen  (subject  to the  rights of the
holders of Preferred Stock as set forth in the Articles of  Incorporation of the
Company,  as  amended).  Any such change  shall be reported to the  Secretary of
State of the State of Missouri  within thirty (30) calendar days of such change.
The members of the Board of Directors shall be stockholders in the Company,  not
less than one of whom  shall be a bona fide  citizen  of the State of  Missouri.
Except as otherwise provided in the Articles of Incorporation of the Company, as
amended,  the  directors  shall hold office  until the next annual  election and
until their successors shall be elected and qualified. A majority of the members
of the Board of  Directors  shall  constitute  a quorum for the  transaction  of
business,  but if at any  meeting of the Board there shall be less than a quorum
present, a majority of the directors present may adjourn

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the meeting from time to time,  without  notice other than  announcement  at the
meeting,  until such quorum shall have been  obtained,  when any business may be
transacted which might have been transacted at the original meeting had a quorum
been present.

     Section 2. Vacancies in the Board of Directors, including vacancies created
by newly created  directorships,  shall be filled in the manner  provided in the
Articles of Incorporation of the Company,  as amended,  and, except as otherwise
provided  therein,  the  directors  so elected  shall hold  office  until  their
successors shall be elected and qualified.

     Section 3.  Meetings of the Board of  Directors  shall be held at such time
and place  within or without  the State of  Missouri as may from time to time be
fixed by  resolution  of the  Board,  or as may be stated  in the  notice of any
meeting.  Regular  meetings  of the Board shall be held at such time as may from
time to time be fixed by  resolution  of the Board,  and notice of such meetings
need not be given.  Special  meetings  of the Board may be held at any time upon
call of the  Chief  Executive  Officer  or the  Executive  Committee,  by  oral,
telegraphic or written notice, duly given or sent or mailed to each director not
less than two (2) days before any such meeting. The notice of any meeting of the
Board need not specify the purposes thereof except as may be otherwise  required
by law.  Meetings may be held at any time without notice if all of the directors
are present or if those not present waive notice of the meeting, in writing.

     Section 4. The Board of Directors, by the affirmative vote of a majority of
the whole Board may appoint an  Executive  Committee,  to consist of two or more
directors, one of whom shall be a bona fide citizen of the State of Missouri, as
the Board may from time to time  determine.  The Executive  Committee shall have
and may  exercise  to the  extent  permitted  by law,  when the  Board is not in
session,  all of the  powers  vested  in the  Board,  except  the  power to fill
vacancies  in the  Board,  the  power  to fill  vacancies  in or to  change  the
membership  of said  Committee,  and the power to make or amend  By-Laws  of the
Company.  The Board  shall have the power at any time to fill  vacancies  in, to
change the membership of, or to dissolve, the Executive Committee. The Executive
Committee  may make rules for the conduct of its  business  and may appoint such
committees  and  assistants  as it shall  from  time to time deem  necessary.  A
majority of the members of the Executive Committee shall constitute a quorum.

     Section  5. The  Board of  Directors  may also  appoint  one or more  other
committees to consist of such number of the directors and to have such powers as
the Board may from time to time determine. The Board shall have the power at any
time to fill vacancies in, to change the membership of, or to dissolve, any such
committee. A majority of any such committee may determine its action and fix the
time and place of its meetings,  unless the Board of Directors  shall  otherwise
provide.


                                  ARTICLE III.

                                    Officers

     Section 1. As soon as is practicable after the election of directors at the
annual meeting of  stockholders,  the Board of Directors  shall elect one of its
members President of the

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Company, and shall elect a Secretary.  The Board may also elect from its members
a Chairman of the Board of Directors (which office may be held by the President)
and one or more  Vice  Chairman  of the  Board of  Directors.  The  Board  shall
designate  either the Chairman,  if any, or the President as the Chief Executive
Officer  of the  Company.  In  addition,  the  Board  may elect one or more Vice
Presidents  (any one or more of whom may be  designated  as Senior or  Executive
Vice  Presidents),  and a  Treasurer,  and from  time to time may  appoint  such
Assistant  Secretaries,  Assistant  Treasurers and other officers,  agents,  and
employees as it may deem proper.  The offices of Secretary  and Treasurer may be
held by the same person,  and a Vice President of the Company may also be either
the Secretary or the Treasurer.

     Section 2. Between annual elections of officers, the Board of Directors may
effect such changes in Company offices as it deems necessary or proper.

     Section 3. Subject to such  limitations  as the Board of Directors may from
time to time prescribe,  the officers of the Company shall each have such powers
and duties as generally  pertain to their  respective  offices,  as well as such
powers  and  duties  as from  time to time  may be  conferred  by the  Board  of
Directors or the Executive Committee. The Treasurer and the Assistant Treasurers
may be required to give bond for the faithful discharge of their duties, in such
sum and of such  character  as the  Board of  Directors  may  from  time to time
prescribe.


                                   ARTICLE IV.

                                 Indemnification

     Each person who now is or hereafter  becomes a director (which term as used
in this Article  shall include an advisor to the Board of  Directors),  officer,
employee or agent of the Company, or who now is or hereafter becomes a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise  at the request of the Company,  shall be entitled to
indemnification as provided by law. Such right of indemnification shall include,
but not be limited to, the following:

     Section 1. (a) The Company may  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  proceeding,  whether  civil,  criminal,   administrative  or
investigative, other than an action by or in the right of the Company, by reason
of the fact  that he 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 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 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  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself, create a presumption that the person did not act in good faith and

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in a manner  which he  reasonably  believed  to be in or not opposed to the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) The  Company  may  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  Company to  procure a  judgment  in its favor by
reason of the fact that he 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 corporation,  partnership,  joint venture,
trust or other  enterprise  against  expenses,  including  attorneys'  fees, and
amounts paid in settlement 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  Company;  except  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  negligence or misconduct  in the  performance  of his
duty to the  Company  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 for such expenses  which
the court shall deem proper.

     (c) To the  extent  that a  director,  officer,  employee  or  agent of the
Company has been successful on the merits or otherwise in defense of any action,
suit, or proceeding  referred to in subsections (a) and (b) 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.

     (d) Any indemnification under subsections (a) and (b) above, unless ordered
by a court, shall be made by the Company 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 he has met the applicable standard
of conduct set forth in this  Section.  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, or proceeding,  or 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  by  the
stockholders.

     Section 2. (a) In  addition to the  indemnity  authorized  or  contemplated
under other Sections of this Article, the Company shall further indemnify to the
maximum  extent  permitted  by law,  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 proceeding (including appeals), whether civil, criminal,  investigative
(including  private Company  investigations),  or  administrative,  including an
action by or in the right of the Company,  by reason of the fact that the person
is or was a director,  officer, or employee of the Company, or is or was serving
at the  request of the  Company as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
including  service with respect to an employee benefit plan, for and against any
and all  expenses  incurred  by such  person,  including,  but not  limited  to,
attorneys'  fees,  judgments,  fines  (including  any excise  taxes or penalties
assessed on a person with respect to an

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employee  benefit plan),  and amounts paid in settlement  actually or reasonably
incurred by him in connection  with such action,  suit or  proceeding,  provided
that the  Company  shall not  indemnify  any  person  from or on account of such
person's conduct which was finally  adjudged to have been knowingly  fraudulent,
deliberately dishonest or willful misconduct.

     (b) Where full and complete  indemnification is prohibited by law or public
policy,  any person  referred to in subsection (a) above who would  otherwise be
entitled  to   indemnification   nevertheless   shall  be  entitled  to  partial
indemnification  to the extent permitted by law and public policy.  Furthermore,
where full and complete  indemnification  is prohibited by law or public policy,
any person  referred to in subsection (a) above who would  otherwise be entitled
to indemnification nevertheless shall have a right of contribution to the extent
permitted  by law and public  policy in cases  where said party is held  jointly
liable with the Company.

     Section 3. The  indemnification  provided  by Sections 1 and 2 shall not be
deemed exclusive of any other rights to which those seeking  indemnification may
be entitled under the articles of incorporation or bylaws or any agreement, vote
of stockholders 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 the  Company is hereby  specifically  authorized  to  provide  such
indemnification  by  any  agreement,   vote  of  stockholders  or  disinterested
directors or otherwise.  The  indemnification  shall continue as to a person who
has ceased to be a director,  officer,  employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

     Section 4. The Company is authorized to purchase and maintain  insurance on
behalf of, or provide  another  method or methods of  assuring  payment  to, 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  corporation,  partnership,  joint  venture,  trust or other
enterprise against any liability asserted against him and incurred by him in any
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
this Article.

     Section 5. 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 the
specific  case upon receipt of an  undertaking  by or on behalf of the director,
officer,  employee or agent 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.

     Section 6. This  Article may be hereafter  amended or  repealed;  provided,
however,  that no  amendment  or repeal  shall  reduce,  terminate  or otherwise
adversely  affect  the  right of a  person  who is or was a  director,  officer,
employee or agent to obtain  indemnification with respect to an action, suit, or
proceeding  that  pertains to or arises out of actions or  omissions  that occur
prior to the effective date of such amendment or repeal.

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<PAGE>

                                   ARTICLE V.

                              Certificates of Stock

     Section  1.  The  interest  of  each  stockholder  shall  be  evidenced  by
certificates  for shares of stock of the  Company,  in such form as the Board of
Directors may from time to time prescribe.  The certificates for shares of stock
of the Company  shall be signed by the  Chairman,  if any, or the President or a
Vice  President  (including  Senior or  Executive  Vice  Presidents)  and by the
Secretary or Treasurer  or an Assistant  Secretary or an Assistant  Treasurer of
the Company  and sealed with the seal of the Company and shall be  countersigned
and  registered in such manner,  if any, as the Board of Directors may from time
to time prescribe. Any or all the signatures on the certificate may be facsimile
and the  seal may be  facsimile,  engraved  or  printed.  In case  any  officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate  shall have ceased to be such officer,  transfer agent
or registrar before such certificate is issued, the certificate may nevertheless
be issued by the Company  with the same effect as if the person were an officer,
transfer agent or registrar at the date of issue.

     Section 2. The shares of stock of the Company shall be transferable only on
the books of the Company by the holders  thereof in person or by duly authorized
attorney, upon surrender for cancellation of certificates for the same number of
shares of the same  class of stock,  with an  assignment  and power of  transfer
endorsed thereon or attached thereto, duly executed,  and with such proof of the
authenticity  of the  signatures  as the  Company or its  agents may  reasonably
require.

     Section  3. No  certificate  for  shares of stock of the  Company  shall be
issued  in place  of any  certificate  alleged  to have  been  lost,  stolen  or
destroyed,  except  upon  production  of such  evidence  of such loss,  theft or
destruction,  and upon the Company being  indemnified to such extent and in such
manner as the Board of Directors in its discretion may require.


                                   ARTICLE VI.

                       Closing of Stock Transfer Books or
                               Fixing Record Date

     The Board of Directors  shall have power to close the stock  transfer books
of the Company for a period not exceeding seventy days preceding the date of any
meeting of  stockholders  or the date of 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;  provided,  however,  that in lieu of closing the
stock transfer  books as aforesaid,  the Board of Directors may fix in advance a
date,  not  exceeding  seventy  days  preceding  the  date  of  any  meeting  of
stockholders,  or the date for the 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,  as a record  date for the  determination  of the
stockholders  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
entitled to any such allotment of rights,  or entitled to exercise the rights in
respect of any such

                                      -9-

<PAGE>

change,  conversion or exchange of shares.  In such case such  stockholders  and
only such stockholders as shall be stockholders of record on the date of closing
the stock  transfer  books or on the record  date so fixed  shall be entitled to
notice of, and to vote at, such meeting,  and any  adjournments  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.


                                  ARTICLE VII.

                               Checks, Notes, etc.

     All checks  and  drafts on the  Company's  bank  accounts  and all bills of
exchange  and  promissory  notes,  and all  acceptances,  obligations  and other
instruments  for the  payment  of  money,  shall be signed  by such  officer  or
officers or agent or agents as shall be thereunto  authorized  from time to time
by the Board of Directors. The Board of Directors may authorize any such officer
or agent to sign and, when the Company's  seal is on the  instrument,  to attest
any of the foregoing  instruments by the use of a facsimile signature,  engraved
or printed or otherwise  affixed  thereto.  In case any officer or agent who has
signed or whose facsimile signature has been placed upon any such instrument for
the payment of money shall have ceased to be such  officer or agent  before such
instrument is issued,  such instrument may nevertheless be issued by the Company
with the same  effect  as if such  officer  or agent  had not  ceased to be such
officer or agent at the date of its issue.


                                  ARTICLE VIII.

                                   Fiscal Year

     The fiscal year of the  Company  shall begin on the first day of January in
each year and shall end on the  thirty-first  day of  December  following  until
otherwise changed by resolution of the Board, and the Board is authorized at any
time by resolution to adopt and fix a different fiscal year for the Company.


                                   ARTICLE IX.

                                 Corporate Seal

     The corporate seal shall have inscribed thereon the name of the Company and
the words "Corporate Seal, Missouri".

                                      -10-

<PAGE>

                                   ARTICLE X.

                                   Amendments

     The By-Laws of the Company may be made,  altered,  amended,  or repealed by
the Board of Directors.

                                      -11-