Exhibit 3.2
















                         RESTATED BYLAWS

                               OF

               EXCHANGE NATIONAL BANCSHARES, INC.








   As adopted by the Board of Directors on February 29, 2000.
<PAGE>
                        TABLE OF CONTENTS

                                                             Page

ARTICLE I  OFFICES AND RECORDS                                 1
 1.1 Registered Office and Registered Agent                    1
 1.2 Corporate Offices                                         1
 1.3 Books and Records                                         1
 1.4 Inspection of Records                                     1
ARTICLE II  SHAREHOLDERS                                       2
 2.1 Place of Meetings                                         2
 2.2 Annual Meetings                                           2
 2.3 Special Meetings.                                         2
 2.4 Consent of Shareholders in Lieu of Meeting                3
 2.5 Notice; Waiver of Notice.                                 3
 2.6 Presiding Officials                                       3
 2.7 Business Which May be Transacted.                         4
 2.8 Quorum                                                    4
 2.9 Proxies                                                   4
 2.10 Voting.                                                  4
 2.11 Registered Shareholders -- Exceptions --
      Stock Ownership Presumed                                 5
 2.12 Shareholders' Lists.                                     6
ARTICLE III  BOARD OF DIRECTORS                                6
 3.1 Number and Eligibility                                    6
 3.2 Classes                                                   7
 3.3 Powers of the Board                                       7
 3.4 Offices                                                   7
 3.5 Meetings of the Newly Elected Board                       7
 3.6 Notice of Meetings; Waiver of Notice.                     8
 3.7 Meetings by Conference Telephone or Similar
     Communications Equipment                                  9
 3.8 Action Without a Meeting                                  9
 3.9 Quorum                                                    9
 3.10 Vacancies                                                9
 3.11 Committees.                                              9
 3.12 Compensation of Directors and Committee Members         10
 3.13 Removal of Directors                                    10
 3.14 Nomination of Directors and Presentation of Business
      at Shareholder Meetings.                                10
 3.15 Advisory Directors                                      13
ARTICLE IV  OFFICERS                                          13
 4.1 Designations.                                            13
 4.2 Term of Office                                           14
 4.3 Other Agents                                             14
 4.4 Removal                                                  14
 4.5 Salaries and Compensation                                14
 4.6 Delegation of Authority to Hire, Discharge and
     Designate Duties                                         15
 <PAGE>
 4.7 Chairman of the Board                                    15
 4.8 President.                                               15
 4.9 Vice Chairman of the Board                               17
 4.10 Senior Vice Presidents                                  17
 4.11 Vice Presidents                                         17
 4.12 Secretary.                                              17
 4.13 Treasurer.                                              18
 4.14 Duties of Officers May Be Delegated                     18
ARTICLE V  INDEMNIFICATION                                    19
 5.1 Indemnification, Generally                               19
ARTICLE VI  STOCK                                             19
 6.1 Payment for Shares of Stock                              19
 6.2 Certificates for Shares of Stock                         19
 6.3 Transfers of Shares -- Transfer Agent -- Registrar       20
 6.4 Closing of Transfer Books                                20
 6.5 Lost or Destroyed Certificates                           20
 6.6 Regulations                                              21
ARTICLE VII  CORPORATE FINANCE                                21
 7.1 Fixing of Capital -- Transfers of Surplus                21
 7.2 Dividends.                                               21
 7.3 Creation of Reserves                                     21
ARTICLE VIII  GENERAL PROVISIONS                              22
 8.1 Fiscal Year                                              22
 8.2 Depositories                                             22
 8.3 Directors' Annual Statement                              22
 8.4 Contracts with Officers or Directors or
     Their Affiliates.                                        22
 8.5 Amendments                                               23
 8.6 Issuing Public Corporation; Control Share Acquisitions   23
 8.7 Rules of Construction                                    23
<PAGE>
                        RESTATED BYLAWS

                               OF

               EXCHANGE NATIONAL BANCSHARES, INC.

                            ARTICLE I
                       OFFICES AND RECORDS

          1.1  REGISTERED OFFICE AND REGISTERED AGENT.  The location of
the registered office and the name of the registered agent of the
Corporation in the State of Missouri shall be as stated in the
Articles of Incorporation or as shall be determined from time to
time by the Board of Directors and on file in the appropriate
office of the State of Missouri pursuant to applicable provisions
of law.  Unless otherwise permitted by law, the address of the
registered office of the Corporation and the address of the
business office of the registered agent shall be identical.

          1.2  CORPORATE OFFICES.  The Corporation may have such corporate
offices anywhere within or without the State of Missouri as the
Board of Directors from time to time may determine or the
business of the Corporation may require.  The "principal place of
business" or "principal business office" or "executive office" of
the Corporation may be fixed and so designated from time to time
by the Board of Directors, but the location or residence of the
Corporation in the State of Missouri shall be deemed for all
purposes to be in the county in which its registered office in
the State of Missouri is maintained.

          1.3  BOOKS AND RECORDS.  The Corporation shall keep correct and
complete books and records of account, including the amount of
its assets and liabilities, minutes of its proceedings of its
shareholders and Board of Directors and the names and places of
residence of its officers.  The Corporation shall keep at its
registered office of principal place of business in the State of
Missouri, or at the office of its transfer agent in the State of
Missouri, if any, books and records in which shall be recorded
the number of shares subscribed, the names of the owners of the
shares, the numbers owned by them respectively, the amount paid
for the shares, and by whom, and the transfer of such shares with
the date of transfer.

          1.4  INSPECTION OF RECORDS.  A shareholder may, upon written
demand, inspect the records of the Corporation, pursuant to any
statutory or other legal right, during the usual and customary
hours of business and in such manner as will not unduly interfere
with the regular conduct of the business of the Corporation.  A
shareholder may delegate his right of inspection to a certified
or public accountant on the condition, to be enforced at the
option of the Corporation, that the shareholder and accountant
agree with the Corporation to furnish to the Corporation promptly
a true and correct copy of each report with respect to such
inspection made by such accountant.  No shareholder shall use,
permit to be used or acquiesce in the use by others of any
information so obtained to the detriment competitively of the
Corporation, nor shall he furnish or permit to be furnished any
information so obtained to any competitor or prospective
competitor of the Corporation.  The Corporation as a condition
precedent to any shareholder's inspection of the records of the
Corporation may require the shareholder to indemnify the
Corporation, in such<PAGE> manner and for such amount as may be
determined by the Board of Directors, against any loss or damage
which may be suffered by it arising out of or resulting from any
unauthorized disclosure made or permitted to be made by such
shareholder of information obtained in the course of such
inspection.


                           ARTICLE II
                          SHAREHOLDERS

          2.1  PLACE OF MEETINGS.  All meetings of the shareholders
shall be held at the principal business office of the Corporation in
the State of Missouri, except such meetings as the Board of
Directors to the extent permissible by law expressly determines
shall be held elsewhere, in which case such meetings may be held,
upon notice thereof as hereinafter provided, at such other place
or places, within or without the State of Missouri, as the Board
of Directors shall have determined, and as shall be stated in
such notice.

          2.2  ANNUAL MEETINGS.  An annual meeting of shareholders
shall be held on the second Wednesday in May of each year, if not a bank
holiday, and if a bank holiday, then on the next banking day
following, at 9:00 a.m.  At each annual meeting of shareholders,
the shareholders entitled to vote thereat shall elect directors
by a majority vote to serve until expiration of their respective
term of office as specified in Article FIFTH of the Articles of
Incorporation and until their respective successors are duly
elected and qualified, or until their respective earlier
resignation or removal, and may transact such other business as
may properly be brought before the meeting as provided in Bylaw
3.14.

          2.3  SPECIAL MEETINGS.

               (a)  Special meetings of the shareholders may be
held for any purpose or purposes and may be called by the Board
of Directors, or by the holders of, or by any officer or
shareholder upon the written request of the holders of not less
than two-thirds (2/3) of all outstanding shares entitled to vote
at any such meeting, and shall be called by any officer directed
to do so by the Board of Directors.

               (b)  The "call" and the "notice" of any such
meeting shall be deemed to be synonymous.

          2.4  CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.  Any action
required to be taken or which may be taken at a meeting of the
shareholders may be taken without a meeting if consents in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.  Such consents shall have the same force
and effect as a unanimous vote of the shareholders at a meeting
duly held.  The Secretary shall file such consents with the
minutes of the meetings of the shareholders.

          2.5  NOTICE; WAIVER OF NOTICE.

               (a)  Written or printed notice of each meeting of
the shareholders, whether annual or special, stating the place,
day and hour of the meeting and, in case of a special meeting,
the purpose or purposes thereof, shall be delivered or given to
each shareholder entitled<PAGE> to vote at such meeting, as
determined in accordance with Bylaw 6.4, either personally or by
mail, not less than 10 days or more than 70 days before the date
of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or
persons calling the meeting, to each shareholder of record
entitled to vote at such meeting, unless, as to a particular
matter, other or further notice is required by law, in which case
such other or further notice shall be given.

               (b)  Any notice to a shareholder 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 Corporation.

               (c)  Whenever any notice is required to be given
to any shareholder under the provisions of these Bylaws, or of
the Articles of Incorporation or of any law, a waiver thereof in
writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

               (d)  To the extent provided by law, attendance of
a shareholder at any meeting shall constitute a waiver of notice
of such meeting except where a shareholder attends a meeting for
the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.

          2.6  PRESIDING OFFICIALS.  Every meeting of the shareholders,
for whatever purpose, shall be convened by the President, the
Secretary or by the officer or any of the persons who called the
meeting by notice as above provided.  The meeting shall be
presided over by the officers specified in Bylaws 4.7, 4.8 and
4.9; provided, however, that the shareholders at any meeting, by
a vote of two-thirds (2/3) or more of the outstanding shares of
stock of the Corporation entitled to vote, and notwithstanding
anything to the contrary contained elsewhere in these Bylaws, may
select any persons of their choosing to act as chairman and
secretary of such meeting or any session thereof.

          2.7  BUSINESS WHICH MAY BE TRANSACTED.

               (a)  At each annual meeting of the shareholders,
the shareholders shall elect directors to hold office until
expiration of such director's term of office as specified in
Article FIFTH of the Articles of Incorporation and until such
director's successor is duly elected and qualified or until such
director's earlier resignation or removal.  At the annual
meeting, the shareholders may transact such other business as may
be properly brought before an annual meeting pursuant to Bylaw
3.14.

               (b)  Business transacted at all special meetings
of the shareholders shall be confined to the purpose or purposes
stated in the notices of such meetings.

          2.8  QUORUM.  Unless otherwise provided by the Articles of
Incorporation or these Bylaws, a majority of the outstanding
shares entitled to vote at any meeting represented in person or
by proxy, shall constitute a quorum at all meetings of the
shareholders; provided, that in no event shall a quorum consist
of less than a majority of the outstanding shares entitled
to<PAGE> vote, but less than such quorum shall have the right
successively to adjourn the meeting, without notice to any
shareholder not present at the meeting, to a specified date no
later than 60 days after such adjournment.  The affirmative vote
of a majority of shares entitled to vote on the subject matter
and represented in person or by proxy at a meeting at which a
quorum is present shall be valid as an act of the shareholders,
unless a larger vote is required by law, by the Articles of
Incorporation or by these Bylaws.  At any subsequent session of
the meeting at which a quorum is present in person or by proxy
any business may be transacted which could have been transacted
at the initial session of the meeting if a quorum had been
present.

          2.9  PROXIES.  At any meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote in
person or by proxy executed in writing by such shareholder or by
his duly authorized attorney in fact.  No proxy shall be valid
after 11 months from the date of its execution, unless otherwise
provided in the proxy.

          2.10 VOTING.

               (a)  Unless otherwise provided in the Articles of
Incorporation, each shareholder shall have one vote for each
share of stock entitled to vote under the provisions of the
Articles of Incorporation and which is registered in his name on
the books of the Corporation.

               (b)  Unless otherwise provided in the Articles of
Incorporation, each shareholder in the election of directors
shall have one vote for each share of stock entitled to vote.

               (c)  No person shall be admitted to vote on any
shares of the Corporation belonging or hypothecated to the
Corporation.

               (d)  If the Board of Directors does not close the
transfer books or set a record date for the determination of its
shareholders entitled to notice of, and to vote at, a meeting of
shareholders, only those persons who are shareholders of record
at the close of business on the 20th day preceding the date of
such meeting shall be entitled to notice of, and to vote at, such
meeting and any adjournment of such meeting; except that, if
prior to such meeting written waivers of notice of such meeting
are signed and delivered to the Corporation by all of the
shareholders of record at the time such meeting is convened, only
those persons who are shareholders of record at the time such
meeting is convened shall be entitled to vote at such meeting,
and any adjournment thereof.

          2.11 REGISTERED SHAREHOLDERS -- EXCEPTIONS -- STOCK OWNERSHIP
PRESUMED.  The Corporation shall be entitled to treat the holders
of the shares of stock of the Corporation, as recorded on the
stock record or transfer books of the Corporation, as the holders
of record and as the holders and owners in fact thereof, and,
accordingly, the Corporation shall not be required to recognize
any equitable or other claim to or interest in any such shares on
the part of any other person, firm, partnership, corporation or
association, whether or not the Corporation shall have express or
other notice thereof, except as is otherwise expressly required
by law, and the term "shareholder" as used in these Bylaws means
one who is a holder of record of shares of the<PAGE> Corporation;
provided, however, that if permitted by law:

               (a)  shares standing in the name of another
corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the bylaws of such corporation may prescribe,
or, in the absence of such provision, as the board of directors
of such corporation may determine;

               (b)  shares standing in the name of a deceased
person may be voted by his personal representative, either in
person or by proxy; and shares standing in the name of a
conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no conservator or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a
transfer of such shares into his name;

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

               (d)  a shareholder whose shares are pledged shall
be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.

          2.12 SHAREHOLDERS' LISTS.

               (a)  A complete list of the shareholders entitled
to vote at each meeting of the shareholders, arranged in
alphabetical order, with the address of and the number of voting
shares held by each, shall be prepared by the officer of the
Corporation having charge of the stock transfer books of the
Corporation, and shall, for a period of 10 days prior to the
meeting, be kept on file at the registered office of the
Corporation in the State of Missouri and shall at any time during
the usual hours for business be subject to inspection by any
shareholder.  Such list or a duplicate thereof 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 the State of Missouri, shall
be prima facie evidence as to who are the shareholders entitled
to examine such list, share ledger or transfer book or to vote at
any meeting of shareholders.

               (b)  Failure to comply with the foregoing shall
not affect the validity of any action taken at any such meeting.

                           ARTICLE III
                       BOARD OF DIRECTORS

          3.1  NUMBER AND ELIGIBILITY.  Unless and until changed by
the Board of Directors as hereinafter provided, the number of
directors to constitute the Board of Directors shall be the same
number as that provided for the first Board in the Articles of
Incorporation or, if not so provided, shall be the same as the
number of persons named by the incorporator or<PAGE>
incorporators to constitute the first Board of Directors of the
Corporation.  Each director shall hold such office until
expiration of such director's term of office as specified in
Article FIFTH of the Articles of Incorporation and until such
director's successor is duly elected and qualified or until such
director's earlier resignation or removal.  The Board of
Directors shall have the power to change the number of directors
by resolution adopted by a majority of the whole Board, provided
that, within 30 days after any such change, the Secretary of the
State of Missouri shall be given notice of any such change.
Directors need not be shareholders of the Corporation unless the
Articles of Incorporation at any time so require.  No person
shall be eligible to stand for election as a director if he or
she has been convicted of a felony by a court of competent
jurisdiction where such conviction is no longer subject to direct
appeal.  No person shall serve on the Board beyond the end of the
term in which he or she attains his or her 75th birthday, nor
shall any person, following his or her 75th birthday, be eligible
to stand for election as a director.

          3.2  CLASSES.  The Board of Directors shall be divided into
three classes, in accordance with the provisions of the Articles of
Incorporation.

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

          3.4  OFFICES.  The directors may have one or more offices,
and keep the books of the Corporation (except the original or
duplicate stock ledgers, and such other books and records as may
by law be required to be kept at a particular place) at such
place or places within or without the State of Missouri as the
Board of Directors may from time to time determine.

          3.5  MEETINGS OF THE NEWLY ELECTED BOARD.  The members of
each newly elected Board (a) shall meet at such time and place, either
within or without the State of Missouri, as shall be suggested or
provided for by resolution of the shareholders at the annual
meeting, and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or (b) if not so
suggested or provided for by resolution of the shareholders, or
if a quorum shall not be present, may meet at such time and place
as shall be consented to in writing by a majority of the newly
elected directors, provided that written or printed notice of
such meeting shall be mailed, sent by telegram or delivered to
each of the other directors in the same manner as provided in
Bylaw 3.6(b) with respect to the giving of notice for special
meetings of the Board except that it shall not be necessary to
state the purpose of the meeting in such notice, or (c)
regardless of whether or not the time and place of such meeting
shall be suggested or provided for by resolution of the
shareholders at the annual meeting, may meet at such time and
place as shall be consented to in writing by all of the newly
elected directors.  Each director, upon his election, shall
qualify by accepting the office of director, and his attendance
at, or his written approval of the minutes of, any meeting of the
newly elected directors shall constitute his acceptance of such
office; or he may execute such acceptance by a separate writing,
which shall be placed in the minute book.
<PAGE>
          3.6  NOTICE OF MEETINGS; WAIVER OF NOTICE.

               (a)  REGULAR MEETINGS.  Regular meetings of the
Board may be held without notice at such times and places either
within or without the State of Missouri as shall from time to
time be fixed by resolution adopted by the full Board of
Directors.  Any business may be transacted at a regular meeting.

               (b)  SPECIAL MEETINGS.

                    (i)  Special meetings of the Board may be
called at any time by the Chairman of the Board, the President,
or by any three or more of the directors.  The place may be
within or without the State of Missouri as designated in the
notice.

                   (ii)  Written or printed notice of each
special meeting of the Board, stating the place, day and hour of
the meeting and the purpose or purposes thereof, shall be mailed
to each director at least three days before the day on which the
meeting is to be held, or shall be delivered to him personally or
sent to him by telegram at least two days before the day on which
the meeting is to be held.  If mailed, such notice shall be
deemed to be delivered when it is deposited in the United States
mail with postage thereon prepaid, addressed to the director at
his residence or usual place of business.  If given by telegraph,
such notice shall be deemed to be delivered when it is delivered
to the telegraph company.  The notice may be given by any officer
having authority to call the meeting or by any director.

                  (iii)  "Notice" and "call" with respect to
such meetings shall be deemed to be synonymous.

               (c)  WAIVER OF NOTICE.  Whenever any notice is
required to be given to any director under the provisions of
these Bylaws, or of the Articles of Incorporation or of any law,
a waiver thereof in writing signed by such director, whether
before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.  Attendance of a
director at any meeting shall constitute a waiver of notice of
such meeting except where a director attends a meeting for the
express purposes of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

          3.7  MEETINGS BY CONFERENCE TELEPHONE OR SIMILAR
COMMUNICATIONS EQUIPMENT.  Unless otherwise restricted by the
Articles of Incorporation or these Bylaws or by law, members
of the Board of Directors of the Corporation, or any
committee designated by the Board, may participate in
a meeting of the Board or committee 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 such manner shall
constitute presence in person at the meeting.

          3.8  ACTION WITHOUT A MEETING.  Any action which is required
to be or may be taken at a meeting of the directors, or of the
executive committee or any other committee 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 members of the
Board or of the committee as the case may be.  The consents shall
have the same force and effect as a unanimous vote at a meeting
duly held.  The<PAGE> Secretary shall file such consents with the
minutes of the meetings of the Board of Directors or of the
committee as the case may be.

          3.9  QUORUM.  At all meetings of the Board, a majority of
the full Board of Directors shall, unless a greater number as to any
particular matter is required by law, the Articles of
Incorporation or these Bylaws, constitute a quorum for the
transaction of business.  The act of a majority of the directors
present at any meeting of the Board of Directors at which a
quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by law, the
Articles of Incorporation or these Bylaws.

          3.10 VACANCIES.  Unless otherwise provided in the Articles of
Incorporation, these Bylaws or by law, vacancies on the Board of
Directors and newly created directorships resulting from any
increase in the number of directors to constitute the Board may
be filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director, until the
next election of the class of directors for which such directors
shall have been chosen and until their successors shall be
elected and qualified or until their respective earlier
resignation or renewal.

          3.11 COMMITTEES.

               (a)  The Board of Directors may, by resolution or
resolutions adopted by a majority of the whole Board of
Directors, designate two or more directors of the Corporation to
constitute one or more committees (including without limitation
an executive committee).  Each such committee, to the extent
provided in such resolution or resolutions, shall have and may
exercise all of the authority of the Board of Directors in the
management of the Corporation; provided, however, that the
designation of each such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or
any member thereof, of any responsibility imposed upon it or him
by law.

               (b)  Each such committee shall keep regular
minutes of its proceedings, which minutes shall be recorded in
the minute book of the Corporation.  The Secretary or an
Assistant Secretary of the Corporation may act as Secretary for
each such committee if the committee so requests.

          3.12 COMPENSATION OF DIRECTORS AND COMMITTEE MEMBERS.
Directors, including Advisory Directors, and members of all committees
shall not receive any stated salary for their services as such, unless
authorized by resolution of the Board of Directors.  Also, by
resolution of the Board, a fixed sum and expenses of attendance,
if any, may be allowed for attendance at each regular or special
meeting of the Board or committee.  Nothing herein contained
shall be construed to preclude any director or committee member
from serving the Corporation in any other capacity and receiving
compensation therefor.
<PAGE>
          3.13 REMOVAL OF DIRECTORS.  Directors may be removed
only in the manner provided in the Corporation's Certificate of
Incorporation.

          3.14 Nomination of Directors and Presentation of Business at
Shareholder Meetings.

               (a)  Nominations of persons for election to the
Board of Directors and the proposal of business to be considered
by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the Corporation's notice of meeting,
(ii) by or at the direction of the Board of Directors or (iii) by
any shareholder who was a shareholder of record at the time of
the giving of notice provided for in this Bylaw 3.14, who is
entitled to vote thereon at the meeting and who complied with the
notice procedures set forth in this Bylaw 3.14.

               (b)  For nominations or other business to be
properly brought before an annual meeting by a shareholder
pursuant to clause (iii) of section (a) of this Bylaw 3.14, the
shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 60 days prior
to the first anniversary of the preceding year's annual meeting,
provided that notices for nominations may be delivered to the
Secretary not less than 30 days prior to such anniversary;
provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than
60 days from such anniversary date, notice by the shareholder to
be timely must be so delivered not later than the close of
business on the later of (i) the 60th day (in the case of
nominations, the 30th day) prior to such annual meeting or (ii)
the 10th day following the date on which public announcement of
the date of such meeting is first made.  Such shareholder's
notice shall set forth as to each person whom the shareholder
proposes to nominate for election or reelection as a Director:
(a) the name and address of the shareholder who intends to make
the nomination and of the person or persons to be nominated; (b)
a representation that such shareholder is a holder of record of
stock of the Corporation entitled to vote in the election of
directors at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified
in the notice; (c) the name and address of such shareholder, as
it appears on the Corporation's books, and of the beneficial
owner (as such term is defined in Rule 240.13d-3 of the
Securities Exchange Act of 1934, as amended, ("Exchange Act") (17
C.F.R. Section 240.13d-3)), if any, on whose behalf the
nomination is made; (d) the class and number of shares of the
Corporation which are owned beneficially (as such term is defined
in Rule 240.13d-3 of the Exchange Act (17 C.F.R.
Section 240.13d-3)) and of record by the nominating shareholder
and each nominee proposed by such shareholder; (e) a description
of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are
to be made by the shareholder; (f) such other information
regarding each nominee proposed by such shareholder as would have
been required to be included in a proxy statement filed pursuant
to Regulation 14A (17 C.F.R. Sections 240.14a-l et seq.) as then
in effect under the Exchange Act, had the nominee been nominated,
or intended to be nominated, by the Board of Directors; and (g)
the consent of each nominee to serve as a Director of the
Corporation if so elected.  As to any other business that the
shareholder proposes to bring before the meeting, a shareholder's
notice to the Secretary shall set forth as to each matter: (a) a
brief description of the business desired to be brought before
the annual<PAGE> meeting; (b) the information required by
subsections (b), (c) and (d) above; (c) the reason for conducting
such business at the meeting and any material interest of the
shareholder or such beneficial owner in such business; and (d)
all other information with respect to each such matter as would
have been required to be included in a proxy statement filed
pursuant to Regulation 14A (17 C.F.R. Sections 240.14a-l et seq.)
as then in effect under the Exchange Act, had proxies been
solicited by the Board of Directors with respect thereto.
Notwithstanding anything in this Bylaw 3.14(b) to the contrary,
in the event that the number of Directors to be elected to the
Board of Directors is increased and there is no public
announcement naming all of the nominees for Director or
specifying the size of the increased Board of Directors made by
the Corporation at least 40 days prior to the first anniversary
of the preceding year's annual meeting, a shareholder's notice
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 Corporation not later than the close of business
on the 10th day following the day on which such public
announcement is first made by the Corporation.

               (c)  Only such business shall be conducted at a
special meeting of shareholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may
be made at a special meeting of shareholders with regard to which
the Board of Directors has determined that Directors are to be
elected (i) pursuant to the Corporation's notice of meeting, (ii)
by or at the direction of the Board of Directors, or (iii) by any
shareholder who is a shareholder of record at the time of the
giving of notice provided for in this Bylaw 3.14, who shall be
entitled to vote for the election of Directors at the meeting and
who complies with the notice procedures set forth in the last
sentence of this section (c) of this Bylaw 3.14.  In the event
the Corporation calls a special meeting of shareholders for the
purpose of electing one or more Directors to the Board, any such
shareholder may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the
Corporation's notice of meeting, if the shareholder's notice
setting forth the information required by section (b) of this
Bylaw 3.14 shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of
business on the later of (i) the 30th day prior to such special
meeting or (ii) 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.

               (d)  Only such persons who are nominated in
accordance with the procedures set forth in this Bylaw 3.14 shall
be eligible to serve as Directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this Bylaw 3.14. The chairman of the meeting of shareholders
shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was
made in accordance with the procedures set forth in this Bylaw
3.14 and, if any proposed nomination or business is not in
compliance with this Bylaw 3.14, to declare that such defective
nominations or proposal shall be disregarded.

               (e)  For purposes of this Bylaw 3.14, "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
Corporation with the Securities and Exchange Commission pursuant
to Sections 13, 14 or 15(d) of the Exchange Act.
<PAGE>
               (f)  Notwithstanding the foregoing provisions of
this Bylaw 3.14, a shareholder 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 Bylaw 3.14.  To the extent Bylaw 3.14 shall be deemed by the
Board of Directors or the Securities and Exchange Commission, or
adjudged by a court of competent jurisdiction, to be inconsistent
with the rights of shareholders to request inclusion of a
proposal in the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act, such rule shall prevail.

          3.15 ADVISORY DIRECTORS.  The Board of Directors may also
include Advisory Directors chosen by a majority vote of the Board of
Directors.  Advisory Directors may participate in all meetings of
the Board of Directors, but will not be entitled to vote at such
meetings.  Advisory Directors shall have the right to participate
in all discussions with respect to any and all items of business
brought before the Board of Directors at such meetings other than
any matter as to which a majority of the Board of Directors
determines in good faith that consideration of such matter should
be limited to voting Directors.  Compensation of Advisory
Directors shall be determined by the Board of Directors.  The
term of each Advisory Director shall be determined by the Board
of Directors.

                           ARTICLE IV
                            OFFICERS

          4.1  DESIGNATIONS.

               (a)  The officers of the Corporation shall be a
Chairman of the Board, a President, a Vice Chairman of the Board,
one or more Senior Vice Presidents, one or more Vice Presidents,
a Secretary and a Treasurer.  The Board shall elect a President
and Secretary at its first meeting after each annual meeting of
the shareholders.  The Board then, or from time to time, may also
elect one or more of the other prescribed officers as it shall
deem advisable, but need not elect any officers other than a
President and a Secretary.  The Board may, if it desires, elect
or appoint additional officers and may further identify or
describe any one or more of the officers of the Corporation.

               (b)  The officers of the Corporation need not be
members of the Board of Directors.  Any two or more offices may
be held by the same person.

               (c)  An officer shall be deemed qualified when he
enters upon the duties of the office to which he has been elected
or appointed and furnishes any bond required by the Board; but
the Board may also require his written acceptance and promise
faithfully to discharge the duties of such office.

          4.2  TERM OF OFFICE.  Each officer of the Corporation shall
hold his office at the pleasure of the Board of Directors or for such
other period as the Board may specify at the time of his election
or appointment, or until his death, resignation or removal by the
Board, whichever first occurs.  In any event, each officer of the
Corporation who is not reelected or reappointed at the annual
election of officers by the Board next succeeding his election or
appointment shall be deemed to have been removed by the Board,
unless the Board provides otherwise at the time of<PAGE> his
election or appointment.

          4.3  OTHER AGENTS.  The Board from time to time may appoint
such other agents for the Corporation as the Board shall deem
necessary or advisable, each of whom shall serve at the pleasure
of the Board or for such period as the Board may specify, and
shall exercise such powers, have such titles and perform such
duties as shall be determined from time to time by the Board or
by an officer empowered by the Board to make such determinations.

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

          4.5  SALARIES AND COMPENSATION.  Salaries and compensation
of all elected officers of the Corporation shall be fixed, increased or
decreased by the Board of Directors, but this power, except as to
the salary or compensation of the Chairman of the Board and the
President, may, unless prohibited by law, be delegated by the
Board to the Chairman of the Board, the President or a committee.
Salaries and compensation of all appointed officers and agents,
and of all employees of the Corporation, may be fixed, increased
or decreased by the Board of Directors, but until action is taken
with respect thereto by the Board of Directors, the same may be
fixed, increased or decreased by the President or by such other
officer or officers as may be empowered by the Board of Directors
to do so.

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

          4.7  CHAIRMAN OF THE BOARD.  If a Chairman of the Board be
elected, he shall, except as otherwise provided for in Bylaw 2.6,
preside at all meetings of the shareholders and directors at
which he may be present and shall have such other duties, powers
and authority as may be prescribed elsewhere in these Bylaws.
The Board of Directors may delegate such other authority and
assign such additional duties to the Chairman of the Board, other
than those conferred by law exclusively upon the President, as
the Board may from time to time determine, and, to the extent
permissible by law, the Board may designate the Chairman of the
Board as the chief executive officer of the Corporation with all
of the powers otherwise conferred upon the President of the
Corporation under Bylaw 4.8, or the Board may, from time to time,
divide the responsibilities, duties and authority for the general
control and management of the Corporation's business and affairs
between the Chairman of the Board and the President.  If the
Chairman of the Board is designated as the chief executive
officer of the Corporation or to have the powers of the chief
executive officer coextensively with the President, notice
thereof shall be given to the extent and in the manner as may be
required by law.
<PAGE>
          4.8  PRESIDENT.

               (a)  Unless the Board otherwise provides, the
President shall be the chief executive officer of the Corporation
with such general executive powers and duties of supervision and
management as are usually vested in the office of the chief
executive officer of a corporation, and he shall carry into
effect all directions and resolutions of the Board.  Except as
otherwise provided for in Bylaw 2.6, the President, in the
absence of the Chairman of the Board or if there be no chairman
of the board, shall preside at all meetings of the shareholders
and directors.

               (b)  The President may execute all bonds, notes,
debentures, mortgages and other contracts requiring a seal, under
the seal of the Corporation, may cause the seal to be affixed
thereto, and may execute all other instruments for and in the
name of the Corporation.

               (c)  Unless the Board otherwise provides, the
President, or any person designated in writing by him, may (i)
attend meetings of shareholders of other corporations to
represent this Corporation thereat and to vote or take action
with respect to the shares of any such corporation owned by this
Corporation in such manner as he or his designee may determine,
and (ii) execute and deliver waivers of notice and proxies for
and in the name of this Corporation with respect to shares of any
such corporation owned by this Corporation.

               (d)  The President shall, unless the Board
otherwise provides, be an ex officio member of all standing
committees.

               (e)  The President shall have such other or
further duties and authority as may be prescribed elsewhere in
these Bylaws or from time to time by the Board of Directors.

               (f)  If a Chairman of the Board be elected and
designated as the chief executive officer of the Corporation, as
provided in Bylaw 4.7, the President shall perform such duties as
may be specifically delegated to him by the Board of Directors or
are conferred by law exclusively upon him, and in the absence or
disability of the Chairman of the Board or in the event of his
inability or refusal to act, the President shall perform the
duties and exercise the powers of the Chairman of the Board.

          4.9  VICE CHAIRMAN OF THE BOARD.  In the absence or
disability of the Chairman of the Board or in the event of his inability
or refusal to act, the Vice Chairman of the Board may perform the
duties and exercise the powers of the Chairman of the Board,
until the Board otherwise provides.  The Vice Chairman of the
Board shall perform such other duties as the Board shall from
time to time prescribe.

          4.10 SENIOR VICE PRESIDENTS.  In the absence or disability
of the President or in the event of his inability or refusal to act, any
Senior Vice President may perform the duties and exercise the
powers of the President, until the Board otherwise provides.
Senior Vice Presidents shall perform such other duties as the
Board shall from time to time prescribe.

          4.11 VICE PRESIDENTS.  In the absence or disability of any
Senior Vice President or in the event of his inability or refusal to
act, any Vice President may perform the duties and<PAGE> exercise
the powers of the Senior Vice President, until the Board
otherwise provides.  Vice Presidents shall perform such other
duties as the Board shall from time to time prescribe.

          4.12 SECRETARY.

               (a)  The Secretary shall attend all meetings of
the Board and, except as otherwise provided for in Bylaw 2.6, all
meetings of the shareholders.  He shall prepare minutes of all
proceedings at such meetings and shall preserve them in a minute
book of the Corporation.  He shall perform similar duties for
each executive and standing committee when requested by the Board
or such committee.

               (b)  The Secretary shall see that all books,
records, lists and information, or duplicates, required to be
maintained at the registered or other office of the Corporation
in the State of Missouri, or elsewhere, are so maintained.

               (c)  The Secretary shall keep in safe custody the
seal of the Corporation and when duly authorized to do so shall
affix the seal of the Corporation to any instrument requiring a
corporate seal, and, when so affixed, he shall be authorized to
attest the seal by his signature.

               (d)  The Secretary shall perform such other duties
and have such other responsibility and authority as may be
prescribed elsewhere in these Bylaws or from time to time by the
Board of Directors or the chief executive officer of the
Corporation, under whose direct supervision the Secretary shall
be.

               (e)  The Secretary shall have the general duties,
powers and responsibilities of a secretary of a corporation.

               (f)  In the absence or disability of the Secretary
or in the event of his inability or refusal to act, any Assistant
Secretary may perform the duties and exercise the powers of the
Secretary until the Board of Directors otherwise provides.
Assistant Secretaries shall perform such other duties and have
such other authority as the Board of Directors may from time to
time prescribe.

          4.13 TREASURER.

               (a)  The Treasurer shall have responsibility for
the safekeeping of the funds and securities of the Corporation,
shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the Corporation
and shall keep, or cause to be kept, all other books of account
and accounting records of the Corporation.  He shall deposit or
cause to be deposited all moneys and other valuable effects in
the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors or by
any officer of the Corporation to whom such authority has been
granted by the Board.

               (b)  The Treasurer shall disburse, or permit to be
disbursed, the funds of the Corporation as may be ordered, or
authorized generally, by the Board, and shall render to the chief
executive officer of the Corporation and the directors, whenever
they may require, an<PAGE> account of all his transactions as
treasurer and of those under his jurisdiction, and of the
financial condition of the Corporation.

               (c)  The Treasurer shall perform such other duties
and shall have such other responsibility and authority as may be
prescribed elsewhere in these Bylaws or from time to time by the
Board of Directors.

               (d)  The Treasurer shall have the general duties,
powers and responsibilities of a treasurer of a Corporation, and
shall, unless otherwise provided by the Board, be the chief
financial and accounting officer of the Corporation.

               (e)  If required by the Board, the Treasurer shall
give the Corporation a bond in a sum and with one or more
sureties satisfactory to the Board for the faithful performance
of the duties of his office and for the restoration to the
Corporation, in the case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control which belong to the Corporation.

               (f)  In the absence or disability of the Treasurer
or in the event of his inability or refusal to act, any Assistant
Treasurer may perform the duties and exercise the powers of the
Treasurer until the Board otherwise provides.  Assistant
Treasurers shall perform such other duties and have such other
authority as the Board may from time to time prescribe.

          4.14 DUTIES OF OFFICERS MAY BE DELEGATED.  If any officer
of the Corporation be absent or unable to act, or for any other reason
that the Board may deem sufficient, the Board may delegate, for
the time being, some or all of the functions, duties, powers and
responsibilities of any officer to any other officer, or to any
other agent or employee of the Corporation or other responsible
person, provided a majority of the full Board of Directors
concurs.

                            ARTICLE V
                         INDEMNIFICATION

          5.1  INDEMNIFICATION, GENERALLY.  The Corporation shall
indemnify eligible persons in accordance with Article TENTH of
the Articles of Incorporation.

                           ARTICLE VI
                              STOCK

          6.1  PAYMENT FOR SHARES OF STOCK.  The Corporation shall
not issue shares of stock except for money paid, labor done or
property actually received; provided, however, that shares may be
issued in consideration of valid bona fide antecedent debts.  No
note or obligation given by any shareholder, whether secured by
deed of trust, mortgage or otherwise, shall be considered as
payment of any part of any share or shares, and no loan of money
for the purpose of such payment shall be made by the Corporation.

          6.2  CERTIFICATES FOR SHARES OF STOCK.  The certificates for
shares of stock of the Corporation shall be numbered and shall be
in such form as may be prescribed by the Board of<PAGE> Directors
in conformity with law.  The issuance of shares shall be entered
in the stock books of the Corporation as they are issued.  Such
entries shall show the name and address of the person, firm,
partnership, corporation or association to whom each certificate
is issued.  Each certificate shall have printed, typed or written
thereon the name of the person, firm, partnership, corporation or
association to whom it is issued and the number of shares
represented thereby.  It shall be signed by the President or a
Vice President or, if permitted by law, the Chairman of the Board
and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer of the Corporation, and sealed with the
seal of the Corporation.  Any or all the signatures on such
certificate may be facsimiles and the seal may be facsimile,
engraved or printed.  In case any such officer, transfer agent or
registrar 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
Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.

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

          6.4  CLOSING OF TRANSFER BOOKS.  The Board of Directors
shall have power to close the stock transfer books of the Corporation
for a period not exceeding 70 days preceding the date of any
meeting of the shareholders, 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, the Board of Directors may fix in advance a date,
not exceeding 70 days preceding the date of any meeting of
shareholders, 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 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
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 only the shareholders who are
shareholders of record on the date of closing of the transfer
books or on the record date so fixed shall be entitled to 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
Corporation after such date of closing of the transfer books or
such record date fixed as aforesaid.
<PAGE>

          6.5  LOST OR DESTROYED CERTIFICATES.  In case of the loss
or destruction of any certificate for shares of stock of the
Corporation, another may be issued in its place upon proof of
such loss or destruction and upon the giving of a satisfactory
bond of indemnity to the Corporation and the transfer agent and
registrar, if any, in such sum as the Board of Directors may
provide; provided, however, that a new certificate may be issued
without requiring a bond when in the judgment of the Board it is
proper to do so.

          6.6  REGULATIONS.  The Board of Directors shall have power
and authority to make all such rules and regulations as it may deem
expedient concerning the issue, transfer, conversion and
registration of certificates for shares of stock of the
Corporation, not inconsistent with the laws of the State of
Missouri, the Articles of Incorporation or these Bylaws.

                            ARTICLE VII
                         CORPORATE FINANCE

          7.1  FIXING OF CAPITAL -- TRANSFERS OF SURPLUS.  Except as
may be specifically otherwise provided in the Articles of Incorporation,
the Board of Directors is expressly empowered to exercise all
authority conferred upon it or the Corporation by any law or
statute, and in conformity therewith, relative to:

               (a)  determining what part of the consideration
received for shares of the Corporation shall be stated capital;

               (b)  increasing stated capital;

               (c)  transferring surplus to stated capital;

               (d)  determining the consideration to be received
by the Corporation for its shares; and

               (e)  determining all similar or related matters;

provided that any concurrent action or consent by or of the
Corporation and its shareholders, required to be taken or given
pursuant to law, shall be duly taken or given in connection
therewith.

          7.2  DIVIDENDS.

               (a)  Dividends on the outstanding shares of the
Corporation, subject to the provisions of the Articles of
Incorporation and of any applicable law, may be declared by the
Board of Directors at any meeting.  Dividends may be paid in
cash, in property or in shares of the Corporation's stock.

               (b)  Liquidating dividends or dividends
representing a distribution of paid-in surplus or a return of
capital shall be made only when and in the manner permitted by
law.
<PAGE>

          7.3  CREATION OF RESERVES.  Before the payment of any
dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of
Directors from time to time deems proper as a reserve fund or
funds to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
any other purpose deemed by the Board to be conducive to the
interests of the Corporation, and the Board may abolish any such
reserve in the manner in which it was created.

                          ARTICLE VIII
                       GENERAL PROVISIONS

          8.1  FISCAL YEAR.  The Board of Directors shall have
power to fix and from time to time change the fiscal year of
the Corporation.  In the absence of action by the
Board of Directors, the fiscal year of the Corporation
shall end each year on the date which the Corporation
treated as the close of its first fiscal year, until
such time, if any, as the fiscal year shall be changed by the
Board of Directors.

          8.2  DEPOSITORIES.  The moneys of the Corporation shall be
deposited in the name of the Corporation in such bank or banks or
other depositories as the Board of Directors shall designate, and
shall be drawn out only by check or draft signed by persons
designated by resolution adopted by the Board of Directors,
except that the Board of Directors may delegate said powers in
the manner hereinafter provided in this Bylaw 8.2.  The Board of
Directors may by resolution authorize an officer or officers of
the Corporation to designate any bank or banks or other
depositories in which moneys of the Corporation may be deposited,
and to designate the persons who may sign checks or drafts on any
particular account or accounts of the Corporation, whether
created by direct designation of the Board of Directors or by an
authorized officer or officers as aforesaid.

          8.3  DIRECTORS' ANNUAL STATEMENT.  The Board of Directors
may present at each annual meeting, and when called for by vote of
the shareholders shall present to any annual or special meeting
of the shareholders, a full and clear statement of the business
and condition of the Corporation.

          8.4  CONTRACTS WITH OFFICERS OR DIRECTORS OR THEIR AFFILIATES.

               (a)  No contract or transaction between the
Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its
directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at
or participates in the meeting of the Board or any committee
thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:

                    (i)  The material facts as to his
relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or such
committee, and the Board of Directors or such committee in good
faith authorized the contract or<PAGE> transaction by the
affirmative vote of a majority of the disinterested directors,
even though the disinterested directors be less than a quorum; or

                   (ii)  The material facts as to such person's
relationship or interest and as to the contract or transaction
are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved
in good faith by vote of the shareholders; or

                  (iii)  The contract or transaction is fair
as to the Corporation as of the time it is authorized or approved
by the Board of Directors, a committee thereof, or the
shareholders.

               (b)  Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board
of Directors or a committee which authorizes the contract or
transaction.

          8.5  AMENDMENTS.  The Bylaws of the Corporation may from
time to time be altered, amended or repealed, or new Bylaws may be
adopted, in the manner provided in the Articles of Incorporation,
except as otherwise required by law.

          8.6  ISSUING PUBLIC CORPORATION; CONTROL SHARE ACQUISITIONS.
Unless the Articles of Incorporation otherwise provide, this
Corporation is an "issuing public corporation" for purposes of
Section 351.015 of The General and Business Corporation Law of
Missouri and control share acquisitions of the shares of this
Corporation must be made in the manner provided by law.

          8.7  RULES OF CONSTRUCTION.  All words of the masculine
gender in these Bylaws, unless the context otherwise requires, shall be
deemed and construed to include correlative words of the feminine
and neuter genders.

                           CERTIFICATE

     The undersigned, secretary of EXCHANGE NATIONAL BANCSHARES,
INC., a Missouri corporation; hereby certifies that the foregoing
Restated Bylaws are the Bylaws of the Corporation duly adopted by
the Board of Directors.

          Dated:  February 29, 2000.


                              EXCHANGE NATIONAL BANCSHARES, INC.


                              By: /s/ Kathleen L. Bruegenhemke
                              Title: Senior Vice President and Secretary
<PAGE>