UNION ELECTRIC COMPANY





                                  B Y - L A W S

                           As Amended to June 11, 1998




                                   ARTICLE I.

                                  Stockholders

                Section 1. The annual meeting of the stockholders of the Company
shall be held on the third  Thursday  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.



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                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 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.

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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  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

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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  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

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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 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.

<PAGE>

                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 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

<PAGE>

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 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

<PAGE>

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 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,

<PAGE>

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.


                                   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.

<PAGE>


                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 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

<PAGE>

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".


                                   ARTICLE X.

                                   Amendments

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repealed by the Board of Directors.