<PAGE>

                                                  Exhibit 3.1


                   THE JONES FINANCIAL COMPANIES, L.L.L.P.




                                  FIFTEENTH

                            AMENDED AND RESTATED

                           AGREEMENT OF REGISTERED

                    LIMITED LIABILITY LIMITED PARTNERSHIP




                          Dated as of May 14, 2004



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                              TABLE OF CONTENTS

ARTICLE ONE DEFINED TERMS....................................................3

ARTICLE TWO CONTINUATION, NAME AND OFFICE, PURPOSES, TERM AND
         DISSOLUTION, REGISTERED AGENT, PARTNER LIST.........................8
         2.1      Continuation...............................................8
         2.2      Name, Place of Business and Office.........................8
         2.3      Purposes...................................................8
         2.4      Term and Dissolution.......................................8
         2.5      Registered Office and Agent................................8
         2.6      Amendment to Certificate of Limited Partnership............9

ARTICLE THREE PARTNERS AND CAPITAL...........................................9
         3.1      General Partners...........................................9
         3.2      Admission of Additional General Partners...................9
         3.3      Limiteds and Contained Payments to Limited Partners........9
         3.4      Admission of Limiteds.....................................10
         3.5      Partnership Capital.......................................10
         3.6      Liability of Limiteds.....................................10
         3.7      Participation in Partnership Business by Limiteds.........10
         3.8      Priority Among Limiteds...................................11

ARTICLE FOUR RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNERS..............11
         4.1      Authorized Acts; Management and Control...................11
         4.2      Restrictions on Authority of the Managing Partner and
                  Executive Committee.......................................12
         4.3      Removal or Dismissal of Certain Partners..................12
         4.4      Executive Committee.......................................13
         4.5      Guaranteed Draw; Time and Effort; Independent Activities..14
         4.6      Duties and Obligations of the Managing Partner............15
         4.7      Liability for Acts and Omissions; Indemnification.........16
         4.8      Dealing with an Affiliate.................................16
         4.9      General Partners' Responsibility..........................16
         4.10     Responsibilities of Partnership Leaders...................16

ARTICLE FIVE MEETINGS AND VOTING OF PARTNERS................................17
         5.1      Meetings of General Partners; Voting at Such Meetings.....17
         5.2      Percentage of Voting Power for Partnership Decisions......17
         5.3      Robert's Rules to Govern..................................17
         5.4      Consent of General Partners in Lieu of a Meeting..........17

ARTICLE SIX EVENT OF WITHDRAWAL OF A PARTNER AND CONVERSION OF CLASS II
         SUBORDINATED LIMITED PARTNER CAPITAL TO CLASS I SUBORDINATED
         LIMITED PARTNER CAPITAL............................................18
         6.1      Voluntary Event of Withdrawal.............................18
         6.2      Withdrawal Upon Request...................................18
         6.3      Return of Capital and Purchase of Interest................18
         6.4      Death of a Limited........................................20
         6.5      Death or Disability of a General Partner..................20
         6.6      General Partner Interest - 56th Birthday..................21
         6.7      Restriction on Capital Contribution Return................22


                                     i


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         6.8      Liability of a Withdrawn General Partner..................22
         6.9      Effect of Event of Withdrawal.............................23
         6.10     Conversion from Class II to Class I Subordinated
                  Limited Partner...........................................23

ARTICLE SEVEN TRANSFERABILITY OF PARTNER INTERESTS..........................23
         7.1      Restrictions on Transfer..................................23
         7.2      Substituted Limited Partners..............................24

ARTICLE EIGHT DISTRIBUTIONS AND ALLOCATIONS; LIABILITY OF GENERAL PARTNERS..24
         8.1      Distribution of Net Income................................24
         8.2      Distributions Upon Dissolution............................26
         8.3      Distribution of Frozen Appreciation Amount................27
         8.4      Sale of Assets to Third Party.............................27
         8.5      Other Sales or Dispositions to Third Party................28
         8.6      Allocation of Profits and Losses for Tax Purposes.........28
         8.7      Liability of General Partners.............................30

ARTICLE NINE BOOKS, RECORDS AND REPORTS, ACCOUNTING, TAX ELECTIONS, ETC.....30
         9.1      Books, Records and Reports................................30
         9.2      Bank Accounts.............................................31
         9.3      Depreciation and Elections................................31
         9.4      Fiscal Year...............................................31

ARTICLE TEN MEDIATION/ARBITRATION...........................................31
         10.1     Mediation/Arbitration.....................................31
         10.2     Forum Selection...........................................33
         10.3     Statute of Limitations....................................34
         10.4     Other Agreements..........................................34

ARTICLE ELEVEN GENERAL PROVISIONS...........................................34
         11.1     Appointment of Attorneys-in-Fact..........................34
         11.2     Word Meanings.............................................35
         11.3     Binding Provisions........................................35
         11.4     Applicable Law............................................35
         11.5     Counterparts..............................................35
         11.6     Entire Agreement..........................................35
         11.7     Separability of Provisions................................35
         11.8     Representations...........................................36
         11.9     Section Titles............................................36
         11.10    Partition.................................................36
         11.11    No Third Party Beneficiaries..............................36
         11.12    Amendments................................................36
         11.13    Revocable Trusts..........................................36


                                     ii


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                   THE JONES FINANCIAL COMPANIES, L.L.L.P.
        (a Missouri Registered Limited Liability Limited Partnership)

                                  FIFTEENTH
                            AMENDED AND RESTATED
                           AGREEMENT OF REGISTERED
                    LIMITED LIABILITY LIMITED PARTNERSHIP

                  THIS FIFTEENTH AMENDED AND RESTATED AGREEMENT OF
REGISTERED LIMITED LIABILITY LIMITED PARTNERSHIP of The Jones Financial
Companies, L.L.L.P. entered into as of this 14th day of May, 2004, by and
among Douglas E. Hill as General Partner, and Douglas E. Hill as the
Attorney-In-Fact for all of the other General Partners, all of the Limited
Partners, all of the Class I Subordinated Limited Partners (none at the date
of this Agreement) and all of the Class II Subordinated Limited Partners
(formerly referred to as the "Subordinated Limited Partners").

                            W I T N E S S E T H:

                  WHEREAS, the Partnership was formed as a limited
partnership under the Missouri Revised Uniform Limited Partnership Act
pursuant to an Agreement and Certificate of Limited Partnership dated
June 5, 1987;

                  WHEREAS, the Partnership filed on July 15, 1987 its
Amended and Restated Agreement and Certificate of Limited Partnership dated
July 15, 1987 (the "Restated Agreement");

                  WHEREAS, the Partnership filed on August 28, 1987,
November 16, 1987, August 5, 1988, August 29, 1988, January 31, 1989, March
21, 1989 and August 10, 1989 its Amendments No. 1, 2, 3, 4, 5, 6 and 7
respectively, to its Restated Agreement;

                  WHEREAS, the Partnership filed on June 22, 1989 its Partner
List as of May 31, 1989;

                  WHEREAS, the Restated Agreement as amended is hereinafter
referred to as the "First Restated Agreement";

                  WHEREAS, the First Restated Agreement was amended and
restated in its entirety pursuant to a Second Amended and Restated Agreement
and Certificate of Limited Partnership dated as of January 31, 1990 (the
"Second Restated Agreement");

                  WHEREAS, the Missouri Revised Uniform Limited Partnership
Act was amended in August of 1990 and no longer requires certain information
in certificates of limited partnership (filed with the Secretary of State)
and now requires corresponding amendments to be made to agreements of
limited partnership;

                  WHEREAS, the Partnership desired that the aforesaid Second
Restated Agreement become two separate documents, namely a Third Amended and
Restated Agreement of Limited Partnership (the "Third Restated Agreement")
and a separate restated Certificate of Limited Partnership;


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                  WHEREAS, the Second Restated Agreement was amended and
restated in its entirety pursuant to said Third Restated Agreement dated as
of January 31, 1991;

                  WHEREAS, the Third Restated Agreement was amended and
restated in its entirety pursuant to the Fourth Amended and Restated
Agreement of Limited Partnership (the "Fourth Restated Agreement") dated as
of January 1, 1993;

                  WHEREAS, the Fourth Restated Agreement was amended and
restated in its entirety pursuant to the Fifth Amended and Restated
Agreement of Limited Partnership (the "Fifth Restated Agreement") dated as
of May 24, 1993;

                  WHEREAS, the Fifth Restated Agreement was amended and
restated in its entirety pursuant to the Sixth Amended and Restated
Agreement of Limited Partnership (the "Sixth Restated Agreement") dated as
of October 1, 1993;

                  WHEREAS, the Sixth Restated Agreement was amended and
restated in its entirety pursuant to the Seventh Amended and Restated
Agreement of Limited Partnership (the "Seventh Restated Agreement") dated as
of August 31, 1996;

                  WHEREAS, the Seventh Restated Agreement was amended and
restated in its entirety to register the Partnership as a registered limited
liability partnership pursuant to the Eighth Amended and Restated Agreement
of Limited Partnership (the "Eighth Restated Agreement") dated as of
November 1, 1996;

                  WHEREAS, the Partnership filed as of February 26, 1998 an
Amendment to the Certificate of Limited Partnership changing the
Partnership's name from The Jones Financial Companies, L.P., LLP to The
Jones Financial Companies, L.L.L.P.;

                  WHEREAS, the Eighth Restated Agreement was amended and
restated in its entirety pursuant to the Ninth Amended and Restated
Agreement of Registered Limited Liability Limited Partnership (the "Ninth
Restated Agreement") dated as of April 1, 1998; and

                  WHEREAS, the Ninth Restated Agreement was amended and
restated in its entirety pursuant to the Tenth Amended and Restated
Agreement of Registered Limited Liability Limited Partnership (the "Tenth
Restated Agreement") dated as of February 25, 1999; and

                  WHEREAS, the Tenth Restated Agreement was amended and
restated in its entirety pursuant to the Eleventh Amended and Restated
Agreement of Registered Limited Liability Limited Partnership (the "Eleventh
Restated Agreement") dated as of May 23, 2000; and

                  WHEREAS, the Eleventh Restated Agreement was amended and
restated in its entirety pursuant to the Twelfth Amended and Restated
Agreement of Registered Limited Liability Limited Partnership (the "Twelfth
Restated Agreement") dated as of June 15, 2001; and

                  WHEREAS, the Twelfth Restated Agreement was amended and
restated in its entirety pursuant to the Thirteenth Amended and Restated
Agreement of Registered Limited Liability Limited Partnership (the
"Thirteenth Restated Agreement") dated as of February 11, 2003; and


                                     2

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                  WHEREAS, the Thirteenth Restated Agreement was amended and
restated in its entirety pursuant to the Fourteenth Amended and Restated
Agreement of Registered Limited Liability Limited Partnership (the
"Fourteenth Restated Agreement") dated as of January 1, 2004; and

                  WHEREAS, WHEREAS, the parties now desire to amend and
restate said Fourteenth Restated Agreement in its entirety pursuant to this
Fifteenth Amended and Restated Agreement of Registered Limited Liability
Limited Partnership.

                  NOW, THEREFORE, pursuant to the terms, covenants and
conditions set forth herein and the mutual promises contained herein, the
parties hereto agree as follows:

                                 ARTICLE ONE
                                DEFINED TERMS
                                -------------

                  The defined terms used in this Agreement shall have the
meanings specified below:

                  "Affiliate" of a specified person (the "Specified Person")
                   ---------
means any Person (a) who directly or indirectly controls, is controlled by,
or is under common control with the Specified Person; (b) who owns or
controls ten percent (10%) or more of the Specified Person's outstanding
voting securities or equity interests; (c) in whom such Specified Person
owns or controls ten percent (10%) or more of the outstanding voting
securities or equity interests; (d) who is a director, partner, manager,
executive officer or trustee of the Specified Person; (e) in whom the
Specified Person is a director, partner, manager, executive officer or
trustee; or (f) who has any relationship with the Specified Person by blood,
marriage or adoption, not more remote than first cousin.

                  "Agreement" means this Fifteenth Amended and Restated
                   ---------
Agreement of Registered Limited Liability Limited Partnership, as amended
from time to time.

                  "Capital Account" means an account established by the
                   ---------------
Partnership and maintained for each Partner, for federal income tax
purposes, which account shall be credited with:

                  (i)      the amount of the Partner's Capital Contributions;
         and

                  (ii)     the amount of Partnership income (including income
         exempt from federal income tax) and gain (or items thereof) allocated
         to the Partner pursuant to Article Eight hereof;

and which shall be debited by:

                  (iii)    the amount of Partnership losses and deductions
         (or items thereof) allocated to the Partner pursuant to Article
         Eight hereof;

                  (iv)     the amount of Partnership expenditures described
         in Treasury Regulations Section 1.704-1(b)(2)(iv)(i) allocable to
         the Partner in the same proportion as that in which the Partner
         bears the economic burden of those expenditures; and

                  (v)      the amount of all distributions to the Partner
         pursuant to Article Eight hereof.

                                     3

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                  In addition, the Capital Account of each Partner shall be
adjusted as necessary to comply with Treasury Regulations Section
1.704-1(b)(2)(iv). In the event the Managing Partner shall determine that it
is prudent to modify the manner in which the Capital Accounts or any debits
or credits thereto are completed in order to comply with such regulations,
the Managing Partner may amend this Agreement to reflect such modification,
provided that it is not likely to have a material effect on the amounts
distributable to the Partners pursuant to Article Eight upon dissolution of
the Partnership.

                  If any Partner would otherwise have a negative balance in
his Capital Account, the amount of any such negative balance shall be
reduced (but not in excess of such negative balance) by the amount of such
Partner's share of Partnership Minimum Gain (determined in accordance with
Treasury Regulations Section 1.704-1(b)(4)(iv)(f)) after taking into account
all increases and decreases to such Partnership Minimum Gain during the
taxable year.

                  In the event that the Partnership is deemed to be
terminated for federal income tax purposes due to the sale or exchange of
fifty percent (50%) or more of the Partnership interests within a twelve
(12) month period, appropriate adjustment shall be made to the Capital
Accounts to reflect such termination as required by the Internal Revenue
Code and applicable Treasury Regulations.

                  In the event that interests in the Partnership are sold,
exchanged or otherwise transferred, and the transfer is recognized under
Article Six or Article Seven hereof, or by operation of law, the Capital
Account of the transferee will equal the Capital Account of the transferor
immediately before the transfer. However, if such a sale or exchange, either
alone or in combination with other sales or exchanges within a twelve-month
period results in a transfer of fifty percent (50%) or more of the
Partnership interests causing a termination of the Partnership for federal
income tax purposes, the adjustment required by the immediately preceding
paragraph shall be made.

                  "Capital Contribution" means the total amount of cash or
                   --------------------
property contributed as equity to the Partnership by each Partner pursuant
to the terms of this Agreement. The Capital Contributions of the Partners
have been previously set forth on exhibits to this Agreement. From the date
hereof, the Capital Contributions of the Partners shall be reflected in the
books and records of the Partnership.

                  "Certificate of Limited Partnership" means the document,
                   ----------------------------------
as amended or restated from time to time, filed as a certificate of limited
partnership under the Missouri Limited Partnership Act.

                  "Class I Subordinated Limited Partners" means those
                   -------------------------------------
persons whose names are set forth in the books and records of the
Partnership as Class I Subordinated Limited Partners, and any other person
who becomes a Class I Subordinated Limited Partner of the Partnership as
provided herein.

                  "Class II Subordinated Limited Partners" means those
                   --------------------------------------
persons whose names are set forth in the books and records of the
Partnership as Class II Subordinated Limited Partners, and any other person
who becomes a Class II Subordinated Limited Partner of the Partnership as
provided herein.

                                     4

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                  "Dispute" shall have the meaning set forth in Section 10.1A.
                   -------

                  "EDJ" shall have the meaning set forth in Section 2.3.
                   ---

                  "Event of Withdrawal" means, as to a General Partner, the
                   -------------------
occurrence of death, adjudication of mental incompetence, bankruptcy,
dissolution, or voluntary or involuntary withdrawal or removal from the
Partnership or any other event of withdrawal set forth in the Missouri
Limited Partnership Act.

                  "Frozen Appreciation Amount" means each General Partner's
                   --------------------------
share of the unrealized appreciation of certain real estate (the "Real
Estate") owned by EDJ Leasing Co. on the date such General Partner
contributes his general partnership interest in EDJ Leasing Co. to the
Partnership plus such General Partner's share of the unrealized appreciation
of all stock exchange seats (the "Exchange Seats") owned by or for the
benefit of Edward D. Jones & Co., L.P. on the date such General Partner
contributes his general partnership interest in Edward D. Jones & Co., L.P.
to the Partnership. The Frozen Appreciation Amount shall be maintained in
the books and the records of the Partnership. The Real Estate currently
consists of the land and improvements located at 201 Progress Parkway, 141
Progress Parkway, 158 Progress Parkway, 115 Progress Parkway, 135 Progress
Parkway, 9 American Industrial Dr. and 20 American Industrial Dr., all in
St. Louis County, Missouri. The Exchange Seats consists of one (1) seat on
the New York Stock Exchange, and one (1) seat on the Chicago Stock Exchange
or any such seats on successor exchanges. Each year, as of December 31, if
in the opinion of the Managing Partner there has been a material diminution
in the value of the Real Estate, the Partnership shall appraise (to the
extent not previously sold) the Real Estate and the shares of unrealized
appreciation shall be appropriately and proportionately adjusted for each
General Partner on the books of the Partnership. On each Valuation Date, if
needed for the purpose of making a calculation for purposes of this
Agreement, the Partnership shall appraise (to the extent not previously
sold) the Exchange Seats and the shares of unrealized appreciation shall be
appropriately and proportionately adjusted for each General Partner on the
books of the Partnership. The unrealized appreciation per each separate
tract of Real Estate and per each separate Exchange Seat as set forth on the
books of the Partnership may never exceed the amount used in making the
original calculation even if a given appraised value later exceeds such
amount. When, as and if a given tract of Real Estate or Exchange Seat is
sold, the unrealized appreciation then attributable to such tract of Real
Estate or Exchange Seat shall no longer be included in the calculation of
the Frozen Appreciation Amount on the books of the Partnership.

                  "General Partners" means those persons whose names are set
                   ----------------
forth in the books and records of the Partnership as being General Partners,
and any other Person who becomes a successor or additional General Partner
of the Partnership as provided herein.

                  "General Partner's Adjusted Capital Contribution" means
                   -----------------------------------------------
the Capital Contribution of the General Partner plus all Net Income
thereafter allocated to the account of the General Partner minus (a) all Net
Loss thereafter allocated to the account of the General Partner, and (b) any
cash or property thereafter distributed to (or for the benefit of) the
General Partner. Payments of salaries, bonuses or expenses to a General
Partner by the Partnership shall not affect such General Partner's Adjusted
Capital Contribution.

                  "General Partner Interest" means a General Partner's
                   ------------------------
entire ownership interest in the Partnership.

                                     5

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                  "General Partner Percentage" means a percentage determined
                   --------------------------
by dividing a General Partner's Adjusted Capital Contribution by the
Adjusted Capital Contributions of all of the General Partners.

                  "Grantors" shall have the meaning set forth in Section 11.13.
                   --------

                  "Internal Revenue Code" means the Internal Revenue Code of
                   ---------------------
1986, as amended from time to time.

                  "Limited Partner Withdrawal Notice" shall have the meaning
                   ---------------------------------
set forth in Section 6.1B.

                  "Limited Partners" means those persons whose names are set
                   ----------------
forth in the books and records of the Partnership as being Limited Partners,
and any other person who becomes a Limited Partner of the Partnership as
provided herein.

                  "Limiteds" means those persons whose names are set forth
                   --------
in the books and records of the Partnership as being the Limited Partners,
Class I Subordinated Limited Partners and the Class II Subordinated Limited
Partners, and any other person who becomes a Limited of the Partnership as
provided herein.

                  "Mandatory Withdrawal Notice" shall have the meaning set
                   ---------------------------
forth in Section 6.2.

                  "Missouri Limited Partnership Act" means the Missouri
                   --------------------------------
Revised Uniform Limited Partnership Act, as amended from time to time.

                  "Missouri Partnership Act" means the Missouri Uniform
                   ------------------------
Partnership Law, as amended from time to time.

                  "NASD" shall have the meaning set forth in Section 10.1E.
                   ----

                  "Net Income or Net Loss" means, with respect to any fiscal
                   ----------------------
period, the net income or the net loss of the Partnership, determined in
accordance with generally accepted accounting principles modified to exclude
the application of Statement of Financial Accounting Standards No. 150;
provided, however, there shall be excluded from such net income or net loss
(after deduction of the guaranteed payments required by Section 3.3B hereof
and the bonus compensation provided for in Section 4.1B(v) hereof) any
unrealized gains or losses on securities or rights or options to acquire
securities held by the Partnership (or by any entity whose financial
statements are consolidated with the financial statements of the
Partnership) as (a) a hedge against fixed rate borrowings or (b) as long
term passive investments (usually minority interests) (in the case of both
(a) and (b), as opposed to other securities held by the Partnership [or by
any entity whose financial statements are consolidated with the financial
statements of the Partnership] as inventory for resale in the ordinary
course of business).

                  "Notice" means a writing, containing the information
                   ------
required by this Agreement to be communicated to a party, delivered
personally or sent by U.S. mail, postage prepaid, to such party at the last
known address of such party as shown on the records of the Partnership, the
date of personal delivery or the date of mailing thereof being deemed the
date of receipt thereof.

                                     6

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                  "Partner" means any General Partner or Limited.
                   -------

                  "Partnership" means the limited partnership (originally
                   -----------
formed as a limited partnership which is now registered as a registered
limited liability limited partnership) continued by this Agreement by the
parties hereto, as said limited partnership may from time to time be
constituted.

                  "Partnership Minimum Gain" means, for Partnership tax
                   ------------------------
purposes, as set forth in Treasury Regulations Section 1.704-1(b)(4)(iv)(c),
the amount of gain, if any, that would be realized by the Partnership if it
were to sell or dispose of (in a taxable transaction) property subject to a
non-recourse liability of the Partnership, in full satisfaction of such
liability.

                  "Party" shall have the meaning set forth in Section 10.1A.
                   -----

                  "Person" means a natural person, partnership, limited
                   ------
partnership (domestic or foreign), limited liability partnership, limited
liability limited partnership, limited liability company, trust, estate,
association or corporation.

                  "Premium" shall have the meaning set forth in Section 8.4D.
                   -------

                  "Price" shall have the meaning set forth in Section 6.3A.
                   -----

                  "Proceeds of Liquidation" shall have the meaning set forth
                   -----------------------
in Section 8.2A.

                  "Profits and Losses For Tax Purposes" means, for
                   -----------------------------------
Partnership accounting and tax purposes, the various items set forth in
Section 702(a) of the Internal Revenue Code and all applicable regulations
or any successor law, and shall include, but not be limited to, each item of
income, gain, deduction, loss, preference or credit.

                  "Reduced Amount" shall have the meaning set forth in
                   --------------
Section 8.1A(iii).

                  "Requested Withdrawal Amount" shall have the meaning set
                   ---------------------------
forth in Section 6.3G.

                  "Retiring Interest" shall have the meaning set forth in
                   -----------------
Section 6.6.

                  "Sale" shall have the meaning set forth in Section 8.4A.
                   ----

                  "Treasury Rate" shall have the meaning set forth in
                   -------------
Section 8.1A(ii).

                  "Trusts" shall have the meaning set forth in Section 11.13.
                   ------

                  "Withdrawal Notice" shall have the meaning set forth in
                   -----------------
Section 6.3G.

                  "Valuation Date" means as of the last Friday of each month
                   --------------
except for the month of December in which case it means as of the last day
of the month.

                                     7

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                                ARTICLE TWO
                  CONTINUATION, NAME AND OFFICE, PURPOSES,
                  ----------------------------------------
                            TERM AND DISSOLUTION,
                            ---------------------
                       REGISTERED AGENT, PARTNER LIST
                       ------------------------------

                  2.1      Continuation.
                           ------------

                  The parties hereto hereby continue the Partnership as a
registered limited liability limited partnership pursuant to the provisions
of the Missouri Limited Partnership Act and the Missouri Partnership Act.

                  2.2      Name, Place of Business and Office.
                           ----------------------------------

                  The Partnership shall be conducted under the name of "The
Jones Financial Companies, L.L.L.P.". The principal office and place of
business shall be 12555 Manchester Road, Des Peres, Missouri 63131. The
General Partners may at any time change the location of such principal
office. Notice of any such change shall be given to the Partners on or
before the date of any such change.

                  2.3      Purposes.
                           --------

                  The purposes of the Partnership shall be to act as a
limited partner in Edward D. Jones & Co., L.P., ("EDJ") to act as a general
partner, limited partner, guarantor, stockholder or holding partnership for
any other limited partnership, general partnership, limited liability
partnership, limited liability limited partnership, limited liability
company, corporation or other entity and to engage in such other activities
as may be approved by the General Partners.

                  2.4      Term and Dissolution.
                           --------------------

                  A.       The Partnership shall continue in full force and
effect until December 31, 2199, or until dissolution prior thereto upon the
happening of any of the following events:

                  (i)      The sale of all of the assets of the Partnership;

                  (ii)     An Event of Withdrawal of a General Partner if no
         General Partner remains; or

                  (iii)    The dissolution of the Partnership by the General
         Partners.

                  B.       Upon dissolution of the Partnership, the General
Partners shall cause the cancellation of the Partnership's Certificate of
Limited Partnership, liquidate the Partnership's assets and apply and
distribute the proceeds thereof in accordance with Section 8.2 hereof.

                  2.5      Registered Office and Agent.
                           ---------------------------

                  The name and address of the Registered Agent and
Registered Office for service of process on the Partnership are as set forth
in the Certificate of Limited Partnership.

                                     8

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                  2.6      Amendment to Certificate of Limited Partnership.
                           -----------------------------------------------

                  The Certificate of Limited Partnership shall be amended
within thirty days of the admission or withdrawal of a General Partner.

                               ARTICLE THREE
                            PARTNERS AND CAPITAL
                            --------------------

                  3.1      General Partners.
                           ----------------

                  A.       The name, last known mailing address and current
Capital Contribution of each General Partner are reflected in the books and
records of the Partnership.

                  B.       Any General Partner, in addition to being a General
Partner, may also become a Limited by complying with the provisions of
Section 3.4 hereof. In such event, said General Partner shall have all the
rights and powers and be subject to all the restrictions of a General
Partner, except that, in respect to his Capital Contribution as a Limited,
he shall have the rights against the other Partners which he would have had
if he were not also a General Partner.

                  C.       From time to time, the Managing Partner may allow
one or more General Partners to increase their Capital Contributions. Such
increased Capital Contributions shall be made in such amount and manner and
at such time as determined by the Managing Partner and the General Partner's
Percentages shall be appropriately adjusted and transferred. All such
changes shall be reflected in the books and records of the Partnership.

                  3.2      Admission of Additional General Partners.
                           ----------------------------------------

                  A.       The Managing Partner may at any time designate
additional General Partners with such interest in the Partnership as the
Managing Partner and such additional General Partners may agree upon. The
additional General Partner shall make his Capital Contribution to the
Partnership in such manner and at such time as determined by the Managing
Partner and the General Partner Percentages shall be appropriately adjusted
and transferred. All such changes shall be reflected in the books and
records of the Partnership. The Managing Partner may admit additional
General Partners to the Partnership at any time without the consent of any
current General Partner or Limited.

                  B.       Each additional General Partner shall agree, as a
condition to becoming an additional General Partner, to be bound by the
terms and provisions of this Agreement and any other agreement (including
cash subordination agreements) as deemed appropriate by the Managing
Partner.

                  3.3      Limiteds and Contained Payments to Limited Partners.
                           ---------------------------------------------------

                  A.       There shall be three classes of Limiteds, namely,
Limited Partners, Class I Subordinated Limited Partners and Class II
Subordinated Limited Partners. The name, last known mailing address and
current Capital Contribution of each Limited Partner, Class I Subordinated
Limited Partner and Class II Subordinated Limited Partner are reflected in
the books and records of the Partnership.

                                     9

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                  B.       Each Limited Partner shall be paid 7-1/2 % per annum,
on the principal amount of his Capital Contribution. Such payments shall be
made yearly or more frequently, as determined by the Managing Partner. All
such payments shall be treated as guaranteed payments.

                  3.4      Admission of Limiteds.
                           ---------------------

                  A.       The Managing Partner is authorized to admit to the
Partnership Limiteds who may be admitted as Limited Partners, Class I
Subordinated Limited Partners or as Class II Subordinated Limited Partners,
at the discretion of the Managing Partner.

                  B.       The Capital Contributions of the Limiteds shall be
made in such manner and at such time as determined by the Managing Partner.
All such changes shall be reflected in the books and records of the
Partnership.

                  C.       Each Limited shall agree, as a condition to becoming
a Limited, to be bound by the terms and provisions of this Agreement and any
other agreements (including cash subordination agreements) as deemed
appropriate by the Managing Partner.

                  3.5      Partnership Capital.
                           -------------------

                  A.       The total capital of the Partnership shall be the
aggregate amount of the Capital Contributions of the Partners as provided
for herein.

                  B.       Except as provided herein, or as otherwise
determined by the Managing Partner, no Partner shall be paid interest on any
Capital Contribution to the Partnership.

                  C.       Except as otherwise provided herein, prior to
dissolution of the Partnership, no Partner shall have the right to demand
the return of his Capital Contribution. No Partner shall have the right to
demand and receive property other than cash in return for his Capital
Contribution.

                  D.       The General Partners shall have no personal
liability for the repayment of the Capital Contribution of any Limited.

                  3.6      Liability of Limiteds.
                           ---------------------

                  A Limited shall only be liable to make the payment of his
Capital Contribution. Except as provided in the Missouri Limited Partnership
Act, no Limited shall be liable for any obligations of the Partnership.
After his Capital Contributions shall be paid to the Partnership, no Limited
shall be required to make any further Capital Contribution or lend any funds
to the Partnership, except as otherwise expressly provided in this
Agreement.

                  3.7      Participation in Partnership Business by Limiteds.
                           -------------------------------------------------

                  No Limited (except one who may also be a General Partner,
and then only in his capacity as a General Partner) shall participate in or
have any control over the Partnership business (except as required by law)
or shall have any authority or right to act for or bind the partnership. The
Limiteds hereby consent to the exercise by the Managing Partner and the
General Partners of the powers conferred on them by this Agreement.

                                     10

<PAGE>
<PAGE>

                  3.8      Priority Among Limiteds.
                           -----------------------

                  Priorities as between classes of Limiteds as to
distributions are set forth in Article Eight hereof.

                                ARTICLE FOUR
              RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNERS
              -------------------------------------------------

                  4.1      Authorized Acts; Management and Control.
                           ---------------------------------------

                  A.       Subject to the other provisions set forth below,
the General Partners have the exclusive right to manage the business of the
Partnership and are hereby authorized to take any action (including, but not
limited to, the acts authorized by Section 4.1C below) of any kind and to do
anything and everything in accordance with the provisions of this Agreement.

                  B.       Douglas E. Hill is hereby designated by the General
Partners as the Managing Partner of the Partnership. As the Managing Partner
he shall serve as Chairman of the Executive Committee. As Managing Partner,
he shall have the absolute right (subject to Section 4.4C hereof) to manage
the business of the Partnership on behalf of the General Partners and is
hereby authorized to take on behalf of the Partnership and the General
Partners any action (including, but not limited to, the acts authorized by
Section 4.1C below) of any kind and to do anything and everything in
accordance with the provisions of this Agreement. The Managing Partner shall
have all the rights, powers and duties usually vested in the managing
partner of a partnership including the administration of this Partnership's
business and the determination of its business policies and he shall control
the management and conduct of all of the business transacted by the
Partnership. In particular, but not in limitation of the foregoing, the
Managing Partner for, in the name and on behalf of, the Partnership and the
General Partners is hereby specifically authorized (i) to admit to the
Partnership any General Partner or Limited; (ii) to dismiss (in accordance
with Section 6.2 hereof) from the Partnership any General Partner or
Limited; (iii) to determine the General Partner's Adjusted Capital
Contribution (and the related General Partner Percentage) that each General
Partner (including the Managing Partner) shall be entitled to maintain; (iv)
to determine the guaranteed draw (described in Section 4.5A hereof) to be
paid to each General Partner (which guaranteed draw shall be set forth on a
list to be maintained in the Managing Partner's office which list shall be
available for inspection by the General Partners); (v) to determine the
amount, if any, of bonus compensation (in addition to the funds provided for
in Section 8.1A(iv) to be paid to one or more Partners to assist such
Partner(s) in maintaining or making initial or additional Capital
Contributions to the Partnership, provided, however, such aggregate bonus
compensation in any calendar year shall not exceed $1,500,000; (vi) to
determine the amount, if any, of the Capital Contribution that each General
Partner or Limited shall be entitled to maintain; (vii) to determine all
amounts, if any, to be distributed to the Limiteds pursuant to Section 8.5
hereof; (viii) to convey title to any assets of the Partnership; and (ix) to
execute all documents (including, but not limited to, any loan documents or
guarantees) on behalf of the Partnership and (x) to sign on behalf of the
Partnership and each of its Partners, all documents and forms required by
(A) any domestic or foreign jurisdiction where the Partnership is engaged in
business so as to qualify as a registered limited liability limited
partnership or comparable entity and (B) any governmental agency requiring
the Partnership to appoint a registered agent and/or office for service of
process in such jurisdictions.

                                     11

<PAGE>
<PAGE>

                  C.       The General Partners for, in the name and on behalf
of, the Partnership are hereby authorized to take any and all actions, and to
engage in any kind of activity and to perform and carry out all functions of
any kind necessary to, or in connection with, the business of the
Partnership (including but not limited to): (i) executing any instruments on
behalf of the Partnership; (ii) acquiring or selling assets of the
Partnership; (iii) entering into loans, guarantees in connection with the
business of the Partnership; (iv) acting as a partner or shareholder of, or
adviser to, any other organization; (v) contributing capital, as a limited
partner or as a general partner, or purchasing other securities in or
otherwise investing in EDJ or any other limited partnership, general
partnership, corporation or other entity and taking all actions required as
a partner, shareholder or investor in any such entity.

                  D.       The special authority granted herein to the Managing
Partner shall not be construed to restrict the authority of any General
Partner to act as the agent of the Partnership and to execute instruments in
the Partnership name for the purpose of carrying on the ordinary business of
the Partnership.

                  E.       The Managing Partner may delegate to any General
Partner the authority from time to time to execute documents or otherwise
exercise the authority of the Managing Partner, but such authority shall not
include the authority to increase the capital or change the business
policies of the Partnership unless such authority is expressly and
specifically granted in writing to such General Partner.

                  F.       Whenever authority is herein conferred upon the
Managing Partner or the General Partners, any person, other than a General
Partner, dealing with the Partnership may rely conclusively upon the
authority and signature of the Managing Partner or any one other General
Partner to exercise such authority without determining that such Managing
Partner or such General Partner is acting with the approval of the other
General Partners. In addition, third parties dealing with the Partnership
may rely upon the certification of the Managing Partner or any other General
Partner as to the continued existence of the Partnership, the identity of
its current Partners and the authority of any Partner to execute any
document.

                  4.2      Restrictions on Authority of the Managing Partner
                           -------------------------------------------------
and Executive Committee.
-----------------------

                  In the event that a meeting of General Partners is called
by the General Partners in accordance with Section 5.1 hereof to vote upon
the removal of the Managing Partner or an Executive Committee member,
neither the Managing Partner nor the Executive Committee shall from the time
of notice of such meeting until after adjournment thereof: (i) change the
General Partner Percentage of any General Partner or (ii) admit or dismiss
any General Partner as a Partner.

                  4.3      Removal or Dismissal of Certain Partners.
                           ----------------------------------------

                  The Managing Partner may be removed from such office and
any General Partner may be dismissed as a General Partner (in accordance
with Section 6.2 hereof) by a vote of General Partners holding a majority of
the General Partner Percentages in the Partnership.

                                     12

<PAGE>
<PAGE>

                  4.4      Executive Committee.
                           -------------------

                  A.       An Executive Committee is hereby created consisting
of the Managing Partner and five (5) to nine (9) additional General Partners,
the number thereof to be determined from time to time by the Managing
Partner. There shall be maintained in the office of the General Counsel of
the Partnership a list, certified by the Managing Partner as being true and
correct, of the General Partners, who in addition to the Managing Partner,
constitute the current Executive Committee of the Partnership. Among the
purposes of the Executive Committee is to provide counsel and advice to the
Managing Partner in discharging his functions.

                  B.       Each member of the Executive Committee shall have
one vote.

                  C.       Upon the majority vote of the Executive Committee,
the Executive Committee may override any determination made by the Managing
Partner as to (i) the General Partner's Adjusted Capital Contribution (and
the related General Partner Percentage) that each General Partner (including
the Managing Partner) shall be entitled to maintain, (ii) the admission of a
new General Partner and (iii) the dismissal of a General Partner.

                  D.       Upon the majority vote of the Executive Committee,
the Managing Partner may be removed from his office as the Managing Partner.

                  E.       At any time during which there is no Managing
Partner the Executive Committee shall succeed to all of the powers and
duties of the Managing Partner.

                  F.       Upon the majority vote of the Executive Committee, a
new Managing Partner shall be elected whenever the office of the Managing
Partner is vacant. Such vote shall be taken within two (2) weeks after such
office becomes vacant.

                  G.       If the Executive Committee believes that the office
of the Managing Partner may become vacant, for any reason whatsoever,
including, but not limited, to retirement or resignation of the current
Managing Partner, then the Executive Committee may establish procedures (as
it shall determine appropriate, in its sole discretion) to review potential
candidates and then to choose from such candidates the person to be the new
Managing Partner when the office of the Managing Partner becomes vacant.

                  H.       The Managing Partner shall have the right to appoint
and dismiss any member of the Executive Committee; provided however that the
Managing Partner shall not have the right to dismiss any member of the
Executive Committee or increase or decrease the number of General Partners
on the Executive Committee from the time Notice is given of a meeting of the
Executive Committee until the adjournment thereof if the purpose of such
meeting is to vote upon one or more of the matters set forth in Sections
4.4C or 4.4D hereof.

                  I.       By a vote of the General Partners holding a majority
of the General Partner Percentages in the Partnership, the General Partners
may remove any Executive Committee member from his position as an Executive
Committee member and elect in his place a new Executive Committee member.



                                     13

<PAGE>
<PAGE>

                  J.       If the General Partners remove any Executive
Committee member from his position as an Executive Committee member, the
Managing Partner may not appoint such removed Executive Committee member to
the Executive Committee for a period of six (6) months thereafter. Any
Executive Committee member elected to the Executive Committee by a vote of
the General Partners may not be dismissed as an Executive Committee member
by the Managing Partner.

                  K.       A meeting of the Executive Committee shall be held
(i) at any time on call of the Managing Partner after one (1) day's Notice
has been delivered to the Executive Committee members or (ii) on at least
ten (10) day's Notice in advance to the Executive Committee members, jointly
signed by any two (2) Executive Committee members, specifying the date,
place, hour and purpose of the meeting.

                  4.5      Guaranteed Draw; Time and Effort; Independent
                           ---------------------------------------------
Activities.
----------

                  A.       Each General Partner shall receive a guaranteed draw
for his services as determined by the Managing Partner in his sole
discretion. Such guaranteed draw shall be treated by the Partnership as a
guaranteed payment. Such guaranteed draw shall be reduced by any net
commissions earned by any such General Partner (and paid to such General
Partner by EDJ) who is principally engaged in the sale of securities to the
public. If any such General Partner who is principally engaged in the sale
of securities to the public at EDJ incurs any reasonable expenses through
usual and ordinary means of generating the sales upon which such General
Partner is entitled to receive commissions from EDJ, then such General
Partner must personally and individually pay, without reimbursement from the
Partnership or from EDJ, such expense but such General Partner shall be
entitled to deduct such expenses on his personal income tax return, all as
permitted by the Internal Revenue Code.

                  B.       Each General Partner shall devote his entire time,
energy, skill and ability to the duties of operating the Partnership and the
entities it owns. General Partners shall not engage in outside business
activities without the prior written consent of the Managing Partner. Each
General Partner agrees not to use the name or property of the Partnership or
any entity it owns for his own private business, nor for any purpose
whatsoever except those that may be incidental to the conduct and management
of the Partnership, nor shall any General Partner use the name of the
Partnership or any entity it owns for the use or accommodation of any other
person. No General Partner shall incur any obligation in the name of the
Partnership or transfer Partnership property except in connection with
Partnership business.

                  C.       Each General Partner agrees that he will not,
without the written consent of the Managing Partner (i) become a guarantor
or surety for any person, firm or corporation; (ii) in the name of the
Partnership or any entity it owns or in his own name buy or sell stocks,
securities or commodities on margin, either for the account of the
Partnership or for his own account; or (iii) pledge or hypothecate any of
the property of the Partnership or any entity it owns for any purpose
whatsoever.

                  D.       Each General Partner shall submit, upon request by
the Managing Partner, a copy of any of his current personal income tax
returns (for any time period during which such Partner was a Partner of the
Partnership) for inspection by independent accountants selected by the
Managing Partner. In addition, each General Partner agrees, if requested by
the Managing Partner, to have such General Partner's income tax returns
prepared by an entity (which could be the

                                     14

<PAGE>
<PAGE>

Partnership itself or independent accountants) selected by such General Partner
and acceptable to the Managing Partner.

                  E.       Each Partner is expected, and it is regarded as such
Partner's duty, to supplement expenses reimbursable to such Partner by the
Partnership by additional expenditures of such Partner's personal funds in
the furtherance of the Partnership's business which expenditures such
Partner shall be entitled to deduct on his personal income tax return, all
as permitted by the Internal Revenue Code. In this connection, as deemed
appropriate under the circumstances, such additional expenditures have
included in the past and shall include in the future, but shall not be
limited to (a) subscribing to professional and business journals, (b)
maintaining active memberships in professional associations and other
associations, luncheon clubs and other clubs where the Partner will have an
opportunity to further the development of, and to maintain the Partnership's
relationship with, its customers, (c) providing space, facilities and
communication equipment and related telephone lines or high speed Internet
connections in the Partner's home in order that the Partner may work on the
Partnership's business while at home, (d) purchasing necessary supplies,
books, furniture, computers, fax machines, cell phones, other wireless
communication devices and other items, (e) providing for transportation to
customers' offices, (f) entertaining customers and prospective customers and
(g) continuing the Partner's business related education, including
attendance at seminars and obtaining advanced educational degrees.

                  F.       In the event any Partner becomes a party in any
lawsuit, arbitration or other similar proceeding, such Partner agrees to
notify promptly the Managing Partner of such event.

                  4.6      Duties and Obligations of the Managing Partner.
                           ----------------------------------------------

                  A.       The Managing Partner shall prepare (or cause to be
prepared) and file such amendments to this Agreement or any certificate of
limited partnership or any certificate of limited liability partnership as
are required by law or as he deems necessary to cause this Agreement or any
certificate of limited partnership or any certificate of limited liability
partnership to reflect accurately the agreement of the Partners, the
identity of the Limiteds or the General Partners and the amounts of their
respective Capital Contributions.

                  B.       The Managing Partner shall prepare (or cause to be
prepared) and file such tax returns and other documents, as are required by
law or as he deems necessary, for the operation of the Partnership. In
addition, in his discretion, the Managing Partner may prepare (or cause to
be prepared) and file composite tax returns in various states for all
electing non-resident partners (otherwise not required to file a state
income tax return in such state) of those states and cause to be paid out of
their draw accounts (or any other of their funds being held by the
Partnership) the amount of tax attributable to each such non-resident
partner and/or to withhold from distributions of profits, if necessary, all
such tax amounts for current and former partners of the Partnership and if
reimbursement for such taxes to the Partnership is needed from a former
Partner, then each Partner hereby agrees that he will if he is then a former
Partner reimburse the Partnership for such tax expense and/or if the
Partnership currently then holds any funds belonging to such former Partner,
then such tax expense may be offset against such funds being held by the
Partnership.

                                     15

<PAGE>
<PAGE>

                  4.7      Liability for Acts and Omissions; Indemnification.
                           -------------------------------------------------

                  Neither the Managing Partner nor any General Partner shall
be liable, responsible or accountable in damages or otherwise to any of the
Partners for, and the Partnership shall indemnify and save harmless the
Managing Partner and any General Partner from any loss or damage incurred by
reason of, any act or omission performed or omitted by him in good faith on
behalf of the Partnership and in a manner reasonably believed by him to be
within the scope of the authority granted to him by this Agreement and in
the best interests of the Partnership, provided that the Managing Partner or
the General Partner shall not have been guilty of gross negligence or gross
misconduct with respect to such acts or omissions and, further, provided
that the satisfaction of any indemnification and any saving harmless shall
be paid out of and limited to Partnership assets and no Partner shall have
any personal liability on account thereof.

                  4.8      Dealing with an Affiliate.
                           -------------------------

                  The Managing Partner may for, in the name of and on behalf
of, the Partnership enter into such agreements, contracts or the like with
any Affiliate of any General Partner or with any General Partner, in an
independent capacity, as distinguished from his capacity (if any) as a
Partner, to undertake and carry out the business of the Partnership as if
such Affiliate or General Partner were an independent contractor; and the
Managing Partner may obligate the Partnership to pay reasonable compensation
for and on account of any such services.

                  4.9      General Partners' Responsibility.
                           --------------------------------

                  Each General Partner shall be responsible and accountable
to the Partnership's customers and clients for the rendering of such General
Partner's services. No other General Partner, regardless of title or
position with the Partnership shall (a) be responsible, liable or
accountable to the Partnership's customers and clients for any other
Partner's rendering of services to the Partnership's customers or clients or
(b) have the right or obligation of direct supervision and control (except
as otherwise mandated by the Securities Exchange Act of 1934, as amended,
the rules and regulations promulgated thereunder and comparable state
securities laws) of another Partner while such other Partner is rendering
services on behalf of the Partnership.

                  4.10     Responsibilities of Partnership Leaders.
                           ---------------------------------------

                  The Partnership's officers and committees, including, but
not limited to, the Managing Partner, any member of the Executive Committee
(or any other member of any other committee of the Partnership), any
chairperson, any departmental manager, and any other departmental or
Partnership leader (regardless of title), and the Executive Committee (taken
as a whole), shall not have, solely by reason of being such an officer or
committee or acting (or omitting to act) in such capacity, (a) any
responsibility, liability or accountability for any Partner's rendering of
services to the Partnership's customers and clients or (b) the right or
obligation of direct supervision and control of a Partner while such Partner
is rendering services on behalf of the Partnership.

                                     16

<PAGE>
<PAGE>

                                ARTICLE FIVE
                       MEETINGS AND VOTING OF PARTNERS
                       -------------------------------

                  5.1      Meetings of General Partners; Voting at Such
                           --------------------------------------------
Meetings.
--------

                  A.       A meeting of General Partners shall be held (i) on
the call of the Managing Partner after five (5) days Notice thereof has been
delivered to the General Partners, or (ii) on at least 10 days Notice in
advance to the General Partners, jointly signed by any five (5) General
Partners, specifying the date, place, hour and purposes of the meeting.

                  B.       Except as otherwise expressly provided, at any
meeting of the General Partners, each General Partner shall have voting
power equal to his General Partner Percentage at the time of the meeting. A
quorum for any purpose at any meeting of the General Partners shall exist if
General Partners then holding more than 50% of the voting power of all
General Partners are present or voting by proxy. Any General Partner may
vote on any matter if not present in person, by general or specific written
proxy given to another General Partner. No proxy shall be valid after two
(2) months from the date of its execution. General Partners may participate
in any meeting by means of conference telephone or similar communications
equipment whereby all persons participating in such meeting can hear each
other. Participation in a meeting in this manner shall constitute presence
in person at the meeting.

                  C.       Unless otherwise permitted by the Managing Partner,
the only matters to be voted upon by the General Partners at any meeting of
the General Partners shall be those matters set forth in Sections 4.3 and
4.4 hereof.

                  5.2      Percentage of Voting Power for Partnership Decisions.
                           ----------------------------------------------------

                  A.       Except as otherwise specifically provided in this
Agreement, the affirmative vote of more than 50% of the voting power of all
General Partners shall determine all issues at any meeting of the General
Partners.

                  B.       Any percentage of voting power of the General
Partners required by this Agreement shall relate to the percentage of the
total voting power of all General Partners entitled to vote on the issue and
not to a percentage of the voting power of the General Partners present at a
meeting.

                  5.3      Robert's Rules to Govern.
                           ------------------------

                  Except as otherwise specifically provided in this
Agreement, all matters of parliamentary procedure at meetings of the General
Partners shall be governed by Robert's Rule of order Revised. The Managing
Partner may appoint a parliamentarian.

                  5.4      Consent of General Partners in Lieu of a Meeting.
                           ------------------------------------------------

                  A.       Notwithstanding anything to the contrary contained
in this Agreement, any action required or permitted by this Agreement to be
taken at any meeting of the General Partners may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by Partners having not less than
the minimum voting power that would be necessary to authorize or take such
action at a meeting of the Partners.

                                     17

<PAGE>
<PAGE>

                  B.       Prompt Notice of the taking of any action pursuant
to this Section 5.4 by less than unanimous written consent of the General
Partners shall be given to those General Partners who have not consented in
writing.

                                ARTICLE SIX
         EVENT OF WITHDRAWAL OF A PARTNER AND CONVERSION OF CLASS II
         -----------------------------------------------------------
               SUBORDINATED LIMITED PARTNER CAPITAL TO CLASS I
               -----------------------------------------------
                    SUBORDINATED LIMITED PARTNER CAPITAL
                    ------------------------------------

                  6.1      Voluntary Event of Withdrawal.
                           -----------------------------

                  A.       Any General Partner shall have the right to retire or
voluntarily withdraw from the Partnership upon 30 days prior written notice
to the Managing Partner. In the event that there is only one General
Partner, he shall give notice to the Limiteds of his intent to withdraw from
the Partnership at least 30 days prior to the date of withdrawal.

                  B.       Any Limited shall have the right to retire or
voluntarily withdraw from the Partnership effective immediately upon written
notice to the Managing Partner (a "Limited Partner Voluntary Withdrawal
Notice").

                  6.2      Withdrawal Upon Request.
                           -----------------------

                  The Managing Partner or any number of General Partners
holding in the aggregate a majority of the General Partner Percentages, may
request in writing that any Partner withdraw from the Partnership (a
"Mandatory Withdrawal Notice"), and each Partner agrees that he will so
withdraw within 30 days of the receipt of such request.

                  6.3      Return of Capital and Purchase of Interest.
                           ------------------------------------------

                  A.       In the event of any withdrawal by a General Partner
from the Partnership pursuant to Section 6.1 or 6.2 hereof or in the event a
General Partner wishes to withdraw some of his Capital Contribution as a
General Partner, the Managing Partner may designate all or some of the
remaining General Partners, to purchase the General Partner Interest
(including Frozen Appreciation Amount) of the withdrawing General Partner,
subject to the approval of the Managing Partner. Such purchases shall be
consummated (retroactively as of the actual date of his withdrawal) within
60 days after the actual date of such withdrawal. The price (the "Price") of
the General Partner Interest of the withdrawing General Partner shall be the
value (as shown on the books of the Partnership) of his Frozen Appreciation
Amount plus the value of such General Partner's Adjusted Capital
Contribution, calculated as of the previous Valuation Date if such
withdrawal takes place on or prior to the 15th day of a month or calculated
as of the next Valuation Date if such withdrawal takes place on or after the
16th day of a month. Goodwill, if any, and the Partnership name shall not be
deemed assets or as having any property value in making the foregoing
calculation.

                  B.       Unless otherwise determined by the Managing Partner,
the Price to be received by the withdrawing General Partner shall be
delivered by the withdrawing General Partner to the Partnership and shall
(retroactively as of the actual date of his withdrawal) be the Capital
Contribution of such former General Partner as that of a Class II
Subordinated Limited Partner and


                                     18

<PAGE>
<PAGE>

such General Partner shall thereupon become or continue to remain a Class II
Subordinated Limited Partner as to such Capital Contribution.

                  C.       Unless otherwise determined by the Managing Partner,
any General Partner Interest (including Frozen Appreciation Amount) not
purchased by the remaining General Partners within such 60 day period shall
be converted (retroactively as of the actual date of his withdrawal) so as
to become the Capital Contribution of such former General Partner as that of
a Class II Subordinated Limited Partner and such General Partner shall
thereupon become or continue to remain a Class II Subordinated Limited
Partner as to such Capital Contribution.

                  D.       A withdrawing General Partner shall have no right
to become a Limited or to require the conversion of his General Partner
Interest (or Price, if applicable) to the Capital Contribution of a Class II
Subordinated Limited Partner. The Managing Partner may determine to have the
Partnership redeem such General Partner's Interest. In addition the Managing
Partner has the right to cause the Partnership to redeem the Capital
Contribution of a Class II Subordinated Limited Partner at any time.

                  E.       Upon the withdrawal of a General Partner, the General
Partner Percentages of the remaining General Partners shall be recalculated
(as of the actual date of withdrawal) on the same relative basis so as to
aggregate 100% (and the related General Partner Adjusted Capital
Contributions shall also be appropriately adjusted).

                  F.       In addition, any withdrawing General Partner shall
receive (within 75 days after the actual date of his withdrawal) his pro
rata share of any cash distributions to which he is entitled as set forth in
Section 8.1 hereof, calculated as of the previous Valuation Date if such
withdrawal takes place on or prior to the 15th day of a month or calculated
as of the next Valuation Date if such withdrawal takes place on or after the
16th day of a month.

                  G.       In the event a Class II Subordinated Limited Partner
desires to withdraw all or any part of such Class II Subordinated Limited
Partner's Capital Contribution, then such Class II Subordinated Limited
Partner shall give written notice ("Withdrawal Notice") to the Managing
Partner of the amount of Capital Contribution that such Class II
Subordinated Limited Partner wishes to withdraw from the Partnership (the
"Requested Withdrawal Amount"). The Requested Withdrawal Amount shall be
paid (subject to the provisions of Section 6.7 hereof) to such Class II
Subordinated Limited Partner in four (4) equal installments with the first
installment being paid on the last business day of the month following the
month in which the Managing Partner receives the Withdrawal Notice, with the
balance of the Requested Withdrawal Amount being paid in three (3) equal
installments on the 12th, 24th and 36th month anniversary of the first
installment payment. Until the Requested Withdrawal Amount has been fully
paid to such Class II Subordinated Limited Partner the unreturned portion
thereof shall continue for all purposes to be subject to all provisions of
this Agreement including, without limitation, Article Eight and Section 6.7.
The Managing Partner, in his sole discretion, may cause the Partnership to
accelerate the return of the Requested Withdrawal Amount with respect to the
entire Requested Withdrawal Amount or accelerate the payment of any or all
installments thereof with respect to any Class II Subordinated Limited
Partner.

                  H.       In the event of any withdrawal by a Limited Partner
from the Partnership, pursuant to Sections 6.1 or 6.2 hereof, the Limited
Partner's Capital Contribution (subject to the provisions of Section 6.7
hereof) shall be paid in three (3) equal installments with the first
installment being paid on the last business day of the month following the
month in which (a) the


                                     19

<PAGE>
<PAGE>

Managing Partner receives the Limited Partner Voluntary Withdrawal Notice,
or (b) the Limited Partner receives a Mandatory Withdrawal Notice, with the
balance of the Capital Contribution being paid in two equal installments on
the 1st and 2nd anniversary of the first installment payment. In addition,
such Limited Partner shall receive (within 75 days after the actual date of
his withdrawal) his pro rata share of any cash distributions to which he was
entitled as set forth in Section 8.1 hereof, calculated as of the previous
Valuation Date if such withdrawal takes place on or prior to the 15th day of
a month or calculated as of the next Valuation Date if such withdrawal takes
place on or after the 16th day of a month. Until a Limited Partner's Capital
Contribution is fully returned to him, the unreturned portion thereof shall
continue for all purposes to be subject to all provisions of this Agreement,
including without limitation, Article Eight and Section 6.7 and such Limited
Partner shall continue to receive all sums due him pursuant to Section 3.3B
hereof. The Managing Partner, in his sole discretion, may cause the
Partnership to accelerate the return of a Limited Partner's Capital
Contribution or accelerate the payment of any or all installments thereof.

                  6.4      Death of a Limited.
                           ------------------

                  In the event of the death of any Limited, the Capital
Contribution of such deceased Limited shall be returned (subject to the
provisions of Section 6.7 hereof) to his estate within six (6) months after
the actual date of death of the Limited. The provisions of Section 6.3G
shall not be applicable to the Capital Contribution of a deceased Class II
Subordinated Limited Partner or to the Capital Contribution of a deceased
Class I Subordinated Limited Partner and Section 6.3H shall not be
applicable to the Capital Contribution of a deceased Limited Partner. In
addition such Limited's estate shall receive (within 75 days after the
actual date of death of the Limited) the Limited's pro rata share of any
cash distributions to which such deceased Limited was entitled as set forth
in Section 8.1 hereof, calculated as of the previous Valuation Date if such
withdrawal takes place on or prior to the 15th day of a month or calculated
as of the next Valuation Date if such withdrawal takes place on or after the
16th day of a month. Until a deceased Limited's Capital Contribution is
returned to his estate, his estate shall continue to receive all sums which
would have been due to such Limited pursuant to Section 3.3B hereof. As
stated herein, all such payments shall be made to the estate of the deceased
Limited unless the Partnership has received evidence, satisfactory to the
Partnership, in its sole discretion, that such payments should be made to
some other entity or person.

                  6.5      Death or Disability of a General Partner.
                           ----------------------------------------

                  A.       In the event of the death of a General Partner, the
interest of the deceased General Partner in the Partnership shall terminate
as of such date. The Managing Partner may designate all or some of the
remaining General Partners to purchase the General Partner Interest
(including Frozen Appreciation Amount) of the deceased General Partner,
subject to the approval of the Managing Partner. Such purchases shall be
consummated within 60 days after the date of death of such General Partner.
The price of the General Partner Interest of the deceased General Partner
shall be the value (as shown on the books of the Partnership) of his Frozen
Appreciation Amount plus the value of such General Partner's Adjusted
Capital Contribution, calculated as of the previous Valuation Date if such
death took place on or prior to the 15th day of a month or calculated as of
the next Valuation Date if such death took place on or after the 16th day of
a month. Goodwill, if any, and the Partnership name shall not be deemed
assets or as having any property value in making the foregoing calculation.
In addition, the deceased General Partner shall receive (within 75 days
after the date of his death) his pro rata share of any cash distributions to
which he is entitled as set forth in Section 8.1 hereof, calculated as of
the previous Valuation Date if


                                     20

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<PAGE>

such death took place on or prior to the 15th day of a month or calculated
as of the next Valuation Date if such death took place on or after the 16th
day of a month. Any General Partner Interest (including Frozen Appreciation
Amount) not purchased by the remaining General Partners within such 60 day
period shall be converted (as of the date of his death) to the Capital
Contribution of a Class II Subordinated Limited Partner and shall be
redeemed (subject to the provisions of Section 6.7 hereof) by the
Partnership within six (6) months thereafter, the specific date to be
determined by the Managing Partner. The provisions of Section 6.3G shall not
be applicable to the Capital Contribution of such deceased Class II
Subordinated Limited Partner. Upon the conversion of a General Partner's
Interest to that of a Class II Subordinated Limited Partner, the General
Partner Percentages of the remaining General Partners shall be recalculated
(as of the actual date of withdrawal) on the same relative basis so as to
aggregate 100% (and the related General Partner Adjusted Capital
Contributions shall also be adjusted). All payments made pursuant to this
Section 6.5A shall be made to the estate of the deceased General Partner,
unless the Partnership has received evidence, satisfactory to the
Partnership, in its sole discretion, that such payments should be made to
some other entity or person.

                  B.       In the event of full or partial disability (as
determined in the absolute discretion of the Managing Partner) of a General
Partner under age 65 due to illness, accident, or injury, such General
Partner shall be entitled to receive his normal share of Partnership Net
Income notwithstanding his inability to perform his normal work functions,
for a period of up to six (6) full months following the date he suffered the
disability. If the disability continues for a period greater than six (6)
months but less than one (1) year, then during such period of time the
disabled General Partner shall be entitled to receive one-half (1/2) of his
normal share of Partnership Net Income. If the disability continues for a
period greater than one (1) year in length, then the disabled General
Partner must terminate his status as a General Partner, unless otherwise
directed by the Managing Partner. In event of termination, the General
Partner Interest (including his Frozen Appreciation Amount) of the disabled
General Partner shall be treated in the same manner as that of a deceased
General Partner pursuant to Section 6.5A hereof, provided that all such
payments required by this Section 6.5B shall be made to the disabled General
Partner.

                  6.6      General Partner Interest - 56th Birthday.
                           ----------------------------------------

                  A General Partner shall not acquire any additional General
Partner Interest after he reaches his 56th birthday. His General Partner
Interest (including his Frozen Appreciation Amount) as it exists on his 56th
birthday is his "Retiring Interest." On the first business day of the
calendar year following the year in which a General Partner's 56th birthday
falls and on the first business day of each subsequent calendar year, the
General Partner shall sell 1/10th of this Retiring Interest to all or some
of the other General Partners, as designated by the Managing Partner, who
have not attained 56 years of age and who are willing to purchase such
additional interest. The sale price of the Retiring Interest shall be
determined in the same manner as set forth in Section 6.5A hereof, with the
Valuation Date being the first business day of the appropriate calendar
year. Upon payment of the sales price to the selling General Partner by the
purchasing General Partner, the books of the Partnership shall be adjusted
as of the effective date of sale to show the appropriate reductions and
increases in the General Partner Adjusted Capital Contributions (and related
General Partner Percentages) of the selling and purchasing General Partners.
A General Partner can request that such purchased portion be converted
(retroactively as of the first calendar day of the appropriate year) so as
to become the Capital Contribution of a Class II Subordinated Limited
Partner and if such request is approved by the Managing Partner, then such
portion of the retiring


                                     21

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<PAGE>

interest be so converted. If any portion of a Retiring Interest is not
purchased by the other General Partners, then such General Partner can
request that such unpurchased portion be converted (retroactively as the
first calendar day of the appropriate year) so as to become the Capital
Contribution of a Class II Subordinated Limited Partner and if such request
is approved by the Managing Partner, then such portion of the Retiring
Interest shall be so converted, otherwise such portion of the Retiring
Interest shall be redeemed by the Partnership, subject to Section 6.7
hereof. Notwithstanding any other provisions of this Section to the
contrary, the Managing Partner may exempt any General Partner from the
application of this Section or modify the terms of the sale of any Retiring
Interest as he deems advisable.

                  6.7      Restriction on Capital Contribution Return.
                           ------------------------------------------

                  It is understood and agreed that the Capital Contributions
of the Partners to the Partnership will be used, in part, by the Partnership
as part of the Partnership's capital contribution to EDJ, a brokerage firm
(which is regulated by the Securities and Exchange Commission and the New
York Stock Exchange and other regulatory agencies), and that in order for
the Partnership to return to any Partner his Capital Contribution (or any
part thereof), the Partnership will have to obtain such funds from EDJ.
Therefore, notwithstanding any other provision contained in this Agreement
to the contrary, without the written consent of the Managing Partner, no
Partner shall have returned to him (under any provision of this Agreement)
his Capital Contribution or his General Partner's Adjusted Capital
Contribution, if after giving effect thereto, the Partnership or any
Affiliate thereof (including, but not limited to, EDJ) would, if such
payment had been made directly by EDJ, be in violation of (i) any rule of
the New York Stock Exchange Inc., (ii) any rule issued under the Securities
Exchange Act of 1934, any agreement (cash subordination or otherwise) which
has been entered into by the Partnership or any Affiliate thereof
(including, but not limited to, EDJ), (iii) any agreement (including, but
not limited to, loan agreements) which has been entered into by the
Partnership or any Affiliate thereof (including, but not limited to, EDJ) or
(iv) any other law, rule or regulation to which the Partnership or any
Affiliate thereof (including, but not limited to, EDJ) is subject. In the
event there is returned to any Partner all or any portion of his Capital
Contribution or his General Partner's Adjusted Capital Contribution and
because of such return the Partnership or any Affiliate thereof (including,
but not limited to, EDJ) violated any of the aforementioned rules,
agreements or regulations, then such Partner hereby irrevocably agrees
(whether or not such Partner had any knowledge or notice of such facts at
the time of such return) to repay to the Partnership, its successors or
assigns, the sum so returned to such Partner to be held by the Partnership
pursuant to the provisions hereof as if such return had never been made;
provided, however, that any suit for the recovery of any such return must be
commenced within two years of the date of such return.

                  6.8      Liability of a Withdrawn General Partner.
                           ----------------------------------------

                  If on the Event of Withdrawal of a General Partner the
business of the Partnership shall continue, the General Partner who shall
have withdrawn shall be and remain liable for all obligations and
liabilities incurred by him as General Partner prior to such Event of
Withdrawal, but he shall be free of any obligation or liability incurred on
account of the activities of the Partnership from and after the time of such
Event of Withdrawal.

                                     22

<PAGE>
<PAGE>

                  6.9      Effect of Event of Withdrawal.
                           -----------------------------

                  Upon the withdrawal (by reason of death or otherwise) of a
Partner the Partnership shall not dissolve and the business of the
Partnership shall be continued by the remaining General Partners.

                  6.10     Conversion from Class II to Class I Subordinated
                           ------------------------------------------------
Limited Partner.
---------------

                  A.       In the event a Class II Subordinated Limited Partner
has exercised his right pursuant to Section 6.3G, then such Class II
Subordinated Limited Partner may request, in writing to the Managing Partner
(subject to the other provisions of this Section 6.10), that his Requested
Withdrawal Amount be converted to the Capital Contribution of Class I
Subordinated Limited Partner and thereafter such Class II Subordinated
Limited Partner shall, with respect to such converted amount, be a Class I
Subordinated Limited Partner.

                  B.       No such conversion shall be permitted unless the
Partnership has had Net Income for each of the three (3) proceeding calendar
months (for which the Partnership has prepared financial statements) prior
to such written request. If a conversion is requested but is not permitted
due to the preceding sentence, then such request will be honored (unless
withdrawn) as soon as the conditions set forth in the preceding sentence are
met by the Partnership.

                  C.       The Requested Withdraw Amount of a Class I
Subordinated Limited shall be paid to such Class I Subordinated Limited
Partner in accordance with the time-table, procedures and restrictions set
forth in Section 6.3G which applied to such Requested Withdrawal Amount
prior to the conversion referred to in this Section 6.10A.

                  D.       On and after the date of conversion of the Requested
Withdrawal Amount to the Capital Contribution of a Class I Subordinated
Limited Partner, such Requested Withdrawal Amount shall receive Net Income
from the Partnership in accordance with Section 8.1A(ii) hereof.

                  E.       A Class I Subordinated Limited Partner shall have no
right to request the reconversion of his Class I Capital Contribution to the
Capital Contribution of a Class II Subordinated Partner.

                               ARTICLE SEVEN
                    TRANSFERABILITY OF PARTNER INTERESTS
                    ------------------------------------

                  7.1      Restrictions on Transfer.
                           ------------------------

                  A.       Each Partner agrees that he will not sell, pledge,
exchange, transfer or assign his interest in the Partnership to any Person
without the express written consent of the Managing Partner.

                  B.       Each Partner agrees that he will not sell or exchange
any of his interest in the Partnership if the interest sought to be sold or
exchanged, when added to the total of all other Partner interests sold or
exchanged within the period of 12 consecutive months prior thereto, would,
in the opinion of counsel for the Partnership, result in the Partnership
being considered to have been terminated within the meaning of Section 708
of the Internal Revenue Code (or any successor statute).

                                     23

<PAGE>
<PAGE>

                  C.       Each Limited agrees that he will not sell, exchange,
transfer or assign any of his interest in the Partnership unless, if
required by the Partnership, the Partnership has received an opinion of
counsel, satisfactory to the Partnership, that such transfer or assignment
may be effected without registration of the Limited's interest under the
Securities Act of 1933 or under any applicable state securities law.

                  D.       Except as otherwise expressly provided in this
Agreement, the death or withdrawal of a Partner shall terminate (as of such
date) all his interest in the Partnership and neither the estate of a
deceased Partner nor any other third party shall become or have any rights
as a Partner.

                  E.       Any sale, exchange, assignment or other transfer in
contravention of any of the provisions of this Section 7.1 shall be void and
ineffectual and shall not bind or be recognized by the Partnership.

                  7.2      Substituted Limited Partners.
                           ----------------------------

                  No Limited shall have a power to grant the right to become
a substituted Limited to an assignee of any part of such Limited's
Partnership Interest.

                               ARTICLE EIGHT
        DISTRIBUTIONS AND ALLOCATIONS; LIABILITY OF GENERAL PARTNERS
        ------------------------------------------------------------

                  8.1      Distribution of Net Income.
                           --------------------------

                  A.       All Net Income, if any, of the Partnership for each
calendar year shall be distributed in the following order of priority:

                  (i)      Each Limited Partner shall be paid at least
         annually (with respect to such Limited Partner's Capital
         Contribution), from time to time, a total amount of cash equal to
         the product of Net Income times a percentage, calculated annually,
         which shall equal the product of the following three factors:
         (a) one-fourth of one percent (.0025) multiplied by (b) the quotient
         of $1,900,000 divided by the sum of the General Partners' Adjusted
         Capital Contributions multiplied by (c) the quotient of the total
         Capital Contribution of the respective Limited Partner divided by
         $25,000.  This calculation of percentage of participation shall be
         made at the end of each calendar year and used in distributing Net
         Income earned during the following year.  Notwithstanding the
         foregoing, for the year 1987 each Limited Partner shall be paid
         (with respect to such Limited Partner's Capital Contribution) a total
         amount of cash equal to the product of Net Income times a percentage
         which shall equal the product of the following three factors:
         (a) one-fourth of one percent (.0025) multiplied by (b) the quotient
         of $1,900,000 divided by $24,251,182 multiplied by (c) the quotient
         of the total Capital Contribution of the respective Limited Partner
         divided by $25,000.

                  (ii)     Each Class I Subordinated Limited Partner shall be
         paid within 30 days after the end of each calendar quarter (on a
         non-cumulative basis) an amount of cash equal to 25% of the
         product of (a) the one year Constant Maturity Treasury Rate as
         currently disclosed in the Federal Reserve Statistical Released
         H.15 (the "Treasury Rate") plus 150 basis points times (b) the
         current Capital Contribution of the Class I Subordinated Limited

                                     24

<PAGE>
<PAGE>

         Partner. The applicable Treasury Bill Rate shall be the Treasury
         Bill Rate as stated for the week ended just prior to or on the
         last business day of the preceding calendar year; provided however
         that no such payment shall be made to any Class I Subordinated
         Limited Partner if for the prior calendar quarter the Partnership
         did not have Net Income sufficient to pay the full amount due all
         Class I Subordinated Limited Partners pursuant to this Section
         8.1A(ii). If any payment is not made, as herein above provided,
         the Partnership shall never be required to make such missed
         payment in the future. No payment made pursuant to this Section
         8.1A(ii) shall be considered a guaranteed payment.

                  (iii)    Each Class II Subordinated Limited Partner shall
         be paid, from time to time, a total amount of cash in each year
         equal to the product of (a) the then remaining Net Income times
         (b) a percentage derived by the following formula: (x) 50% of the
         Capital Contribution of the Class II Subordinated Limited Partner
         (excluding any undistributed Net Income allocated to the Class II
         Subordinated Limited Partner) divided by (y) the sum of (aa) 50%
         of the Capital Contributions of all the Class II Subordinated
         Limited Partners plus (bb) the Adjusted Capital Contributions of
         the General Partners (less any Net Income allocated to the General
         Partners which is not scheduled to be retained by the
         Partnership). In the event the Capital Contribution of a Class II
         Subordinated Limited Partner has been reduced by the operation of
         Section 8.1B hereof (the "Reduced Amount"), then each Class II
         Subordinated Limited Partner shall have right to make additional
         cash Capital Contributions to the Partnership from any cash to be
         distributed to such Class II Subordinated Limited Partner pursuant
         to this Section 8.1A(ii) up to the Reduced Amount.

                  (iv)     There shall be set apart up to 8% of the remaining
         Net Income. Of such 8%, if any is set apart, there shall be
         distributed 62.5% thereof among the General Partners on the basis
         of individual merit as determined by the Managing Partner. Of such
         8%, if any is set apart, there shall be distributed 37.5% thereof
         among the General Partners on the basis of individual need as
         determined by the Managing Partner.

                  (v)      It is intended that a sum equal to 30% of the
         remaining Net Income will be retained by the Partnership as
         capital and shall be credited monthly to the Adjusted Capital
         Contributions of the General Partners in a proportion equal to
         their then respective General Partner Percentages. Such amount
         shall not be withdrawn by the General Partners. Notwithstanding
         the foregoing, the decision of whether to make this retention of
         capital in accordance with this Section or whether to vary the
         amount of capital to be retained in any given year, is vested in
         the Managing Partner, and it is agreed that his decision in this
         matter shall be final.

                  (vi)     The balance of the Net Income remaining, if any,
         shall be distributed among the General Partners in proportions to
         their General Partner Percentages.

                  B. In any year in which there is a Net Loss and the
Partnership is not dissolved and liquidated in accordance with Section 8.2
hereof, such Net Loss, on the books of the Partnership, shall be borne by
the Class II Subordinated Limited Partners to the extent as set forth in the
formula described in Section 8.1A(iii) hereof and the balance shall be borne
by the General Partners in proportion to their respective General Partner
Percentages. Any such Net Losses borne by the Class II Subordinated Limited
Partners shall only be applied against and reduce their respective Capital
Contributions. The total amount of all such Net Losses to be borne by the
Class


                                     25

<PAGE>
<PAGE>

II Subordinated Limited Partners may never exceed the total amount of
the Capital Contributions of the Class II Subordinated Limited Partners as
shown on the books of the Partnership.

                  C.       Notwithstanding the foregoing, where losses are
caused by the willful neglect or default, the gross negligent conduct, or the
intentional negligent conduct of any Partner, those losses shall be borne
solely and made good by the Partner so causing the loss. This Section 8.1C
is for the benefit of the Partners and no other person shall have any rights
hereunder.

                  D.       Notwithstanding any other provision of this Agreement
to the contrary, the aggregate interest of the General Partners in each
material item of Partnership income, gain, loss, deduction, preference or
credit shall be equal to at least one percent (1%) of each such item at all
times during the existence of the Partnership.

                  8.2      Distributions Upon Dissolution.
                           ------------------------------

                  A.       Upon the dissolution of the Partnership as a result
of the occurrence of any of the events set forth in Section 2.4 hereof, the
Managing Partner shall proceed to liquidate the Partnership, and the
proceeds of liquidation (the "Proceeds of Liquidation") shall be applied and
distributed in the following order of priority:

                  (i)      To the payment of debts and liabilities of the
         Partnership, including the expenses of liquidation, but expressly
         excluding all Capital Contributions of all Partners (General
         Partners, Class I Subordinated Limited Partners, Class II
         Subordinated Limited Partners and Limited Partners), the return of
         all of such Capital Contributions are provided for below and all
         of which is equity capital of the Partnership.

                  (ii)     To the payment of any accrued but unpaid amounts
         due under Section 8.1 hereof.

                  (iii)    To the repayment of the Capital Contributions of
         the Limited Partners.

                  (iv)     To the repayment of the Capital Contributions of
         the Class I Subordinated Limited Partners

                  (v)      To the repayment of the Capital Contributions of
         the Class II Subordinated Limited Partners.

                  (vi)     To the repayment of the General Partners' Adjusted
         Capital Contributions.

                  (vii)    The balance of the Proceeds of Liquidation, if any,
         shall be distributed to the General Partners in proportion to their
         respective General Partner Percentages.

                  B.       Notwithstanding the foregoing, in the event the
Managing Partner shall determine that an immediate sale of part or all of
the Partnership assets would cause undue loss to the Partners, the Managing
Partner, in order to avoid such loss, may, after having given Notice to all
the Limiteds, either defer liquidation of, and withhold from distribution
for a reasonable time, any assets of the Partnership except those necessary
to satisfy the Partnership debts and obligations, or distribute the assets
to the Partners in kind.

                                     26

<PAGE>
<PAGE>

                  C.       Net Income generated by transactions in connection
with the dissolution and liquidation of the Partnership shall be distributed
in accordance with Section 8.1A hereof.

                  8.3      Distribution of Frozen Appreciation Amount.
                           ------------------------------------------

                  Notwithstanding the provisions of Section 8.1 or 8.2
hereof, in the event any tract of Real Estate or any Exchange Seat or Edward
D. Jones & Co., L.P. or EDJ Leasing Co., L.P. is sold, then there shall be
distributed from the net proceeds of such sale (prior to making any
distributions pursuant to the provisions of Section 8.1 or 8.2 hereof) to
each General Partner an amount equal to his Frozen Appreciation Amount with
respect to such tract of Real Estate or Exchange Seat. The balance of any
proceeds resulting from any such sale shall then be distributed in
accordance with Sections 8.1 or 8.2 hereof or shall otherwise be used or
retained by the Partnership as provided herein.

                  8.4      Sale of Assets to Third Party.
                           -----------------------------

                  A.       In the event the Partnership shall sell or otherwise
dispose of, at one time, all, or substantially all, of its assets (a "Sale")
to any one Person or to any one Person and its Affiliates and the
Partnership is thereafter liquidated within 180 days, then the provisions of
Section 8.3 and this Section 8.4 shall be applicable with respect to the
order of priority of distribution of the Proceeds of Liquidation.

                  B.       For the purposes of this Section 8.4 the term
"substantially all" shall be deemed to mean assets of the Partnership or of
any of its significant subsidiaries representing 80% or more of the net book
value of all of the Partnership's assets (or such significant subsidiary's
assets) determined as of the end of the most recently completed fiscal year.

                  C.       Prior to making any payments to the General Partners
pursuant to Section 8.2A(vii) hereof (but after making all other payments
required by Section 8.2A and all payments required by Section 8.3 hereof)
the Partnership shall distribute: (i) to the Limited Partners a percentage
of the Premium (as hereinafter defined) equal to the same percentage of the
Net Income of the Partnership which the Limited Partners shall receive
(pursuant to Section 8.1A hereof) from the Partnership for the current
fiscal year of the Partnership; and (ii) to the Class II Subordinated
Limited Partners an amount equal to the product of the Premium (remaining
after the payment required by Section 8.4C(i) hereof) times a fraction the
numerator of which is the total Capital Contributions of the Class II
Subordinated Limited Partners (on the date of the Sale) and the denominator
of which is (X) the total Capital Contributions of the Class II Subordinated
Limited Partners (on the date of the Sale) plus (Y) the total of the
Adjusted Capital Contributions of the General Partners (on the date of the
Sale). No payments shall be made or are intended to be made to Class I
Subordinated Limited Partners pursuant to this Section 8.4C.

                  D.       "Premium" means the Proceeds of Liquidation remaining
after the payment of the items set forth in Sections 8.2A(i), (ii), (iii),
(iv), (v) and (vi) hereof.

                  E.       Any amounts payable to the Limited Partners and the
Class II Subordinated Limited Partners pursuant to this Section 8.4 shall be
disbursed pro-rata to the Limited Partners and the Class II Subordinated
Limited Partners based on their Capital Contributions on the date of the
Sale.

                                     27

<PAGE>
<PAGE>

                  F.       Neither the Partnership nor the General Partners
shall have any obligation to cause a Sale to occur.

                  8.5      Other Sales or Dispositions to Third Party.
                           ------------------------------------------

                  In the event the Partnership or any of its significant
subsidiaries, in a transaction (dealing with all or substantially all of the
business of the Partnership or such significant subsidiary) not covered by
Section 8.4 hereof (but similar in scope to such a transaction), sells
assets, merges or has a public offering, it is hereby stated that it is the
intention of the General Partners that the Limited Partners and the Class II
Subordinated Limited Partners shall share in any "profit" or "premium"
recognized from such transaction. Because it is impossible at this time to
foresee all possible factual situations that may occur with respect to a
given transaction, it is equally impossible to determine a fair, just and
equitable formula at this time to distribute a portion of such "profit" or
"premium" to the Limited Partners and the Class II Subordinated Limited
Partners. It is stated, however, at this time, as a matter of policy of the
Partnership that it is the intention of the General Partners to allow the
Limited Partners and the Class II Subordinated Limited Partners to share a
portion of such "profit" or "premium" (assuming any "profit" or "premium" is
also actually distributed to the General Partners) in a fair, just and
equitable manner in such amount, if any, as determined in the sole and
absolute discretion of the Managing Partner at the time of such transaction.
In making such determination of such amount, if any, the Managing Partner
shall not be bound by the formula set forth in Section 8.4 hereof. Neither
the Partnership nor the General Partners shall have any obligation, however,
to cause such transaction to occur and no Limited Partners and the Class II
Subordinated Limited Partners shall have any right to bring any cause of
action against the Partnership or its General Partners by reason of any
statement made in this Section 8.5. No payments shall be made or are
intended to be made to Class I Subordinated Limited Partners pursuant to
this Section 8.5.

                  8.6      Allocation of Profits and Losses for Tax Purposes.
                           -------------------------------------------------

                  A.       Except as provided in Sections 8.6B, C or D hereof,
all Profits And Losses For Tax Purposes of the Partnership shall be allocated
as follows:

                  (i)      In any calendar year in which the Partnership has
         a net profit for tax purposes, to the Partners with each Partner
         sharing therein in the proportion that Net Income distributed to the
         Partner and/or credited to the Adjusted Capital Contribution of the
         Partner bears to all Net Income of the Partnership for the calendar
         year.

                  (ii)     In any calendar year in which the Partnership has
         a net loss for tax purposes, first to the Class II Subordinated
         Limited Partners with each Class II Subordinated Limited Partner
         bearing an amount of loss to the extent set forth in the formula
         described in Section 8.1A(ii) hereof; provided, however, that the
         total amount of losses allocated to a Class II Subordinated
         Limited Partner shall not reduce such Partner's Capital Account
         below zero (determined after taking into account all prior or
         contemporaneous cash distributions and all prior or
         contemporaneous allocations of income, gain, loss, deduction or
         credit and as determined at the close of the taxable year in
         respect of which such loss or deduction is to be allocated); and
         any remaining losses shall be allocated to the General Partners in
         proportion to their respective General Partner percentages.

                                     28

<PAGE>
<PAGE>

                  B.       The Managing Partner is authorized to allocate
Profits and Losses For Tax Purposes arising in any calendar year differently
than otherwise provided for in this Section 8.6 to the extent that the Managing
Partner determines, in his discretion, that such modifications are
appropriate to cause the allocations to comply with the principles of
Section 704 of the Internal Revenue Code and such modifications are in the
overall best interests of the Partners. Any allocation made pursuant to this
Section 8.6B shall be deemed to be a complete substitute for any allocation
otherwise provided for in this Article Eight and no amendment of this
Agreement or approval of any Partner shall be required.

                  C.       Notwithstanding any other provisions of this
Agreement to the contrary, if the amount of any Partnership Minimum Gain at
the end of any taxable year is less than the amount of such Partnership Minimum
Gain at the beginning of such taxable year, there shall be allocated to any
Partner having a negative Capital Account at the end of such taxable year
(determined after taking into account any adjustments, allocations and
distributions described in Treasury Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6)) gross income and gain (in respect of
the current taxable year and any future taxable year) in an amount
sufficient to eliminate such negative Capital Account in compliance with
Treasury Regulations Section 1.704-1(b)(4)(iv)(e). Such allocation of gross
income and gain shall be made prior to any other allocation of profits and
losses for tax purposes. Any such allocation of gross income or gain
pursuant to this Section 8.6C shall be in proportion with such negative
Capital Accounts of the Partners and such allocations of gross income and
gain shall be taken into account, to the extent feasible, in computing
subsequent allocations of Profits and Losses For Tax Purposes of the
Partnership so that the net amount of all items allocated pursuant to each
Partner pursuant to this Article Eight shall, to the extent possible, be
equal to the net amount that would have been allocated to each such Partner
pursuant to the provisions of this Article Eight if the allocations made
pursuant to the first sentence of this Section 8.6C had not occurred.

                  D.       Notwithstanding any other provisions of this
Agreement to the contrary, except as provided in Section 8.6C hereof, if any
Limited Partner or Class I Subordinated Limited Partner or Class II Subordinated
Limited Partner receives any adjustment, allocations, or distributions
described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or
(6) that reduces such Partner's Capital Account below zero or increases the
negative balance in such Partner's Capital Account, gross income and gain
shall be allocated to such Partner in an amount and manner sufficient to
eliminate any negative balance in his Capital Account created by such
adjustments, allocations, or distributions as quickly as possible in
accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d). Any such
allocation of gross income or gain pursuant to this Section 8.6D shall be in
proportion with such negative Capital Accounts of such Partners. Any
allocations of items of gross income or gain pursuant to this Section 8.6D
shall (i) not duplicate any allocations of gross income or gain made
pursuant to Section 8.6C hereof, and (ii) be taken into account, to the
extent feasible, in computing subsequent allocations of Profits and Losses
For Tax Purposes of the Partnership, so that the net amount of all items
allocated to each Limited Partner, Class I Subordinated Limited Partner and
Class II Subordinated Limited Partner pursuant to this Article Eight shall,
to the extent possible, be equal to the net amount that would have been
allocated to each such Partner pursuant to the provisions of this Article
Eight if such adjustments, allocations or distributions had not occurred.

                                     29

<PAGE>
<PAGE>

                  E.       If and to the extent upon dissolution of the
Partnership pursuant to Section 2.4 hereof the allocations under Section
8.6A are inconsistent with the following provision, then such allocations
shall be adjusted to conform to the following provision: income and gain
(whether ordinary income, gain under Section 1231 of the Internal Revenue
Code, or capital gain) from disposition of all remaining Partnership assets
shall be allocated among the Partners so that the positive balance of each
Partner's Capital Account is equal to the cash to be distributed to such
Partner pursuant to Article 8.2 determined after all Capital Accounts have
been adjusted to reflect the allocations of Profits and Losses For Tax
Purposes of the Partnership and cash distributions made pursuant to Section
8.1 hereof.

                  8.7      Liability of General Partners.
                           -----------------------------

                  No General Partner shall be liable or accountable,
directly or indirectly (including by way of indemnification, contribution,
assessment or otherwise), for any debts, obligations or liabilities of, or
chargeable to, the Partnership or each other, whether arising in tort,
contract, or otherwise, which are created, incurred or assumed by the
Partnership (or owing to creditors or Partners during liquidation of the
Partnership) while the Partnership is a registered limited liability limited
partnership.

                                ARTICLE NINE
                         BOOKS, RECORDS AND REPORTS,
                         ---------------------------
                       ACCOUNTING, TAX ELECTIONS, ETC.
                       -------------------------------

                  9.1      Books, Records and Reports.
                           --------------------------

                  A.       Proper and complete records and books of account
shall be kept (or caused to be kept) by the Managing Partner in which shall be
entered all transactions and other matters relative to the Partnership's
business. The Partnership's books and records shall be prepared in
accordance with generally accepted accounting principles, consistently
applied. The books and records shall at all times be maintained at the
principal office of the Partnership and shall be open for examination and
inspection by the Partners or by their duly authorized representatives
during reasonable business hours. In particular, the following books and
records shall be kept:

                  (i)      a current list and a past list of the full name
         and last known mailing address of each Partner, specifying the
         General Partners and the Limited Partners, the Class I
         Subordinated Limited Partners and the Class II Subordinated
         Limited Partners, in alphabetical order, including the date of
         admission or withdrawal of each Partner. To the extent provided by
         the Missouri Limited Partnership Act, these lists shall be
         provided to the Secretary of State of Missouri, without cost, upon
         his written request;

                  (ii)     a copy of the Certificate of Limited Partnership
         and all Certificates of Amendment thereto, together with executed
         copies of any Powers of Attorney pursuant to which any Certificate
         has been executed;

                  (iii)    copies of the Partnership's federal, state and
         local income tax returns and reports, if any, for the three most
         recent fiscal years; and

                  (iv)     copies of any written Partnership Agreements in
         effect and any financial statements of the Partnership for the
         three most recent years.

                                     30

<PAGE>
<PAGE>

                  B.       The Managing Partner shall have prepared at least
annually, at the Partnership's expense, financial statements (balance sheet,
statement of income or loss, partners' equity, and changes in financial
position) prepared in accordance with generally accepted accounting
principles which shall fairly reflect the Partnership's financial position
at the date shown and its results of operations for the period indicated.
Copies of such statements and report shall be made available to the Partners
annually.

                  C.       The Managing Partner shall have prepared at least
annually, at the Partnership's expense, a report containing Partnership
information necessary in the preparation of the Partners' federal income tax
returns. Copies of such report shall be distributed to each Partner as
promptly as possible.

                  9.2      Bank Accounts.
                           -------------

                  The bank accounts of the Partnership shall be maintained
in such banking institutions as the Managing Partner shall determine, and
withdrawals shall be made only in the regular course of Partnership business
on such signature or signatures as the Managing Partner may determine.

                  9.3      Depreciation and Elections.
                           --------------------------

                  A.       All elections required or permitted to be made by
the Partnership under the Internal Revenue Code shall be made by the Managing
Partner.

                  B.       Notwithstanding anything to the contrary in this
Section 9.3, the Managing Partner shall not be responsible for initiating
any change in accounting methods from the methods initially chosen.

                  C.       The Managing Partner is hereby designated as the
"Tax Matters Partner" under Section 6231(a)(7) of the Internal Revenue Code.

                  9.4      Fiscal Year.
                           -----------

                  The fiscal year of the Partnership shall be the calendar
year for tax purposes.

                                 ARTICLE TEN
                            MEDIATION/ARBITRATION
                            ---------------------

                    THIS AGREEMENT CONTAINS THE FOLLOWING
            BINDING ARBITRATION PROVISIONS WHICH MAY BE ENFORCED
                     BY THE PARTNERSHIP AND THE PARTNERS

                  10.1     Mediation/Arbitration.
                           ---------------------

                  A.       Any controversy, claim or dispute between the
Partnership and any Partner or former Partner or between Partners and/or
former Partners (individually a "Party" and collectively the "Parties"),
including, but not limited to, any controversy, claim or dispute arising out
of or relating to any provision of this Agreement or the breach, termination
or validity thereof or any breach of an actual or implied contract of
employment between the Partnership and a Party, or


                                     31

<PAGE>
<PAGE>

any claim of unjust or tortious discharge (including any claim of fraud,
negligence, or intentional or negligent infliction of emotional distress) or
any document or agreement or policy of the Partnership (including, but not
limited to, Partnership benefit and retirement plans, Partnership office
manuals, Partnership affirmative action plans and Partnership policies), equal
opportunity employer plans and policies or any claims or violations arising
under the Civil Rights Act of 1964, as amended and effective November 21, 1991,
including amendment to 42 U.S.C. 2000e et seq., 42 U.S.C. 1981, the Age
Discrimination in Employment Act, 29 U.S.C. 621 et seq., the Fair Labor
Standards Act of 1938, 29 U.S.C. 201 et seq., the Rehabilitation Act of
1973, 29 U.S.C. 701 et seq., or of the Missouri Human Rights Act, 213.010
R.S. Mo. et seq., the Missouri Workers Compensation statute or any violation
of the Missouri Service Letter Statute, 290.140 R.S. Mo., or any other
relevant federal, state, or local statutes or ordinances, also including
without limitation, the application, interpretation, performance or
enforcement of any right, obligation or fiduciary duty under this Agreement
or such other documents and agreements whether arising before or after the
date of this Agreement (collectively, a "Dispute") as to which a Party
otherwise would have the right to pursue litigation will be resolved as
provided for in this Article Ten, which shall be the sole and exclusive
procedures for the resolution of any Dispute. This Article Ten shall survive
termination of the partnership relationship established by the Agreement.
These procedures are for the settlement of Disputes only and are not to be
used for disagreements concerning Partnership policy, organization or
practice management. Nothing contained in this Section 10.1 is intended to
expand any substantive rights any Party may have under other Sections of
this Agreement, and any action of the Partnership taken by a vote of the
Partners or the Executive Committee or by the action of the Managing
Partner, when taken in accordance with the terms of this Agreement, shall be
final, binding and conclusive as so provided in this Agreement. The Parties
intend that the foregoing provisions shall encompass any other statutory and
common law rights, obligations or duties, whether or not specifically
referred to herein, of a similar or dissimilar nature, which are or may be
granted to any Party hereto, by the laws of any state or country in which
any Party resides or engages in the business of the Partnership.

                  B.       If any Party has a Dispute with any other Party,
then (if discussions among the Parties have failed) such Party and the other
Party may have the Dispute mediated by one person chosen by agreement of
such Parties. The mediator, after consultation with the Parties, will
determine the mediation procedures to be followed. The fees and expenses of
the mediator shall be paid by the Partnership. If no mutual agreement can be
reached to mediate or upon the identity of the mediator, then the Dispute
will be settled by binding arbitration under the procedures set forth below.

                  C.       All Disputes that cannot be resolved by mediation
will be settled by binding arbitration under the procedures set forth below.

                  D.       Any Party may, if mediation has failed to resolve
the Dispute (or if the Parties fail to agree on a mediator), commence
arbitration by written notice to the other Party. Thereafter, arbitration
shall be conducted in the manner described in Section 10.1F.

                  E.       Except as provided in Section 10.1B arbitration,
under the Arbitration Code of the National Association of Securities Dealers,
Inc. (the "NASD"), shall be the exclusive remedy for any Dispute. Any Party may
apply to the Exclusive Venues (as defined in Section 10.2) for injunctive,
specific enforcement or other relief in aid of the arbitration proceedings
or to enforce judgment of the award in such arbitration proceeding, but not
otherwise. Any award issued by the

                                     32

<PAGE>
<PAGE>

arbitrators pursuant to these provisions may be entered and enforced in the
Exclusive Venues and any other appropriate jurisdiction.

                  F.       The Parties agree among themselves that the
arbitration proceedings shall be conducted as follows:

                  (i) All proceedings conducted shall be deemed private and
         confidential and shall not be disclosed to the public by either the
         arbitrators or the Parties to the arbitration. The Parties
         acknowledge that the Partnership's administrative offices and the
         books and records (including accounting data) of the Partnership
         are all located in the St. Louis, Missouri metropolitan area, and,
         accordingly, the Parties agree to request that the arbitration
         proceedings and hearings shall be held in the St. Louis, Missouri
         metropolitan area (unless otherwise agreed by the Parties or
         decided by the arbitrators).

                  (ii) The exclusive award for any Dispute shall be recovery
         of compensatory damages (that is, damages which compensate a party
         for actual damages suffered), and each Partner hereby waives any
         and all other forms of damages including multiple, punitive or
         exemplary damages, damages for emotional distress, mental anguish
         or suffering and consequential damages.

                  (iii) The applicable substantive law of Missouri or the
         United States (notwithstanding that a Party to a Dispute may be a
         resident of another state or country), as the case may be, shall be
         used in rendering any award. Such award shall be final and binding
         on all Parties and may be entered as a judgment, under seal, and
         enforced in the appropriate jurisdiction.

                  10.2 Forum Selection.
                       ---------------

                  If any court or tribunal of competent jurisdiction shall
refuse to enforce Section 10.1 or determine a matter is not a Dispute, then,
and only then, shall the alternative provisions of this Section 10.2 be
applicable. The Partners acknowledge that the Partnership's administrative
offices and the books and records (including accounting data) of the
Partnership are all located in the St. Louis, Missouri metropolitan area
and, accordingly, the Partners agree that it would be more convenient for,
and in the best mutual joint interest of, the Partners and the Partnership
that, in the event of a Dispute, venue for litigation shall be laid
exclusively in the Circuit Court of the County of St. Louis, Missouri or in
the United States District Court for the Eastern District of Missouri. Such
Circuit Court and United States District Court are together referred to as
the "Exclusive Venues" for litigation. The Partnership and each Partner
agree not to institute any litigation except in the Exclusive Venues and
further agree that specific enforcement of this covenant with respect to
Exclusive Venues may be awarded to the Partnership and each Partner by means
of all available legal or equitable remedies, including, without limitation,
a temporary restraining order. The Partnership and each Partner hereby
submit to the personal jurisdiction of the Exclusive Venues and waive any
requirement for setting bond for a temporary restraining order. The Firm and
each Partner hereby waive any right it or such Partner may have to a jury
trial in any litigation brought in accordance with this Agreement.


                                     33

<PAGE>
<PAGE>

                  10.3 Statute of Limitations.
                       ----------------------

                  The statute of limitations of the State of Missouri
applicable to the commencement of a lawsuit shall apply to the commencement
of an arbitration hereunder, except no defenses shall be available based
upon the passage of time during any mediation conducted pursuant to this
Article Ten.

                  10.4 Other Agreements.
                       ----------------

                  Notwithstanding anything to the contrary contained in any
other document or agreement requiring arbitration, including, but not
limited to, Form U-4, signed by any Party, the Parties agree that if the
matter in controversy is, in whole or in part, a Dispute, then the
provisions of this Article shall control such arbitration.

                               ARTICLE ELEVEN
                             GENERAL PROVISIONS
                             ------------------

                  11.1 Appointment of Attorneys-in-Fact.
                       --------------------------------

                  A. Each Partner, by the execution hereof, hereby
irrevocably constitutes and appoints Douglas E. Hill, Lawrence R. Sobol, and
the then Managing Partner (at any time the Managing Partner is not Douglas
E. Hill), his true and lawful attorney-in-fact, and each of them, with full
power and authority in his name, place and stead, to execute or acknowledge
(on behalf of such Partner and/or the Partnership) under oath, deliver, file
and record at the appropriate public offices such documents as may be
necessary or appropriate to carry out the provisions of this Agreement
including:

                  (i) All certificates and other instruments (including this
         Agreement or any certificate of limited partnership or certificate
         of limited liability partnership and any amendment thereof) which
         the Managing Partner deems appropriate to qualify or continue the
         Partnership as a registered limited liability limited partnership
         under the Missouri Limited Partnership Act and the Missouri
         Partnership Act (or a partnership in which the Partners will have
         limited liability comparable to that provided by the Missouri
         Limited Partnership Act and the Missouri Partnership Act) or under
         the laws of any other jurisdiction in which the Partnership may
         conduct business;

                  (ii) All amendments to this Agreement or any certificate
         of limited partnership or any certificate of limited liability
         partnership which are required to be filed or which the Managing
         Partner deems to be advisable to file;

                  (iii) All instruments which the Managing Partner deems
         appropriate to reflect a change or modification of the Partnership
         in accordance with the terms of this Agreement;

                  (iv) All conveyances and other instruments which the
         Managing Partner deems appropriate to reflect the dissolution and
         termination of the Partnership; and

                  (v) All other instruments, documents or contracts
         (including, without limiting the foregoing, any deed, lease,
         mortgage, note, bill of sale, contract, trust agreement, guarantee,
         partnership agreement, indenture, underwriting agreement or any
         instrument or documentation which may be required to be filed (or
         which the Managing Partner deems advisable to file) by the
         Partnership under the laws of any state or by any governmental

                                     34

<PAGE>
<PAGE>

         agency) requisite to carrying out the intent and purpose of this
         Agreement and the business of the Partnership and its Affiliates.

                  B. The appointment by all Limited Partners of Douglas E.
Hill, Lawrence R. Sobol, and the then Managing Partner (at any time the
Managing Partner is not Douglas E. Hill), as attorney-in-fact, and each of
them, shall be deemed to be a power coupled with an interest in recognition
of the fact that each of the Partners under this Agreement will be relying
upon the power of Douglas E. Hill, Lawrence R. Sobol, and the then Managing
Partner (at any time the Managing Partner is not Douglas E. Hill), and each
of them, to act as contemplated by this Agreement in any filing and other
action by them on behalf of the Partnership. The foregoing power of attorney
shall survive the death, disability or incompetency of a Partner or the
assignment by any Partner of the whole or any part of its interest
hereunder.

                  11.2 Word Meanings.
                       -------------

                  The words such as "herein", "hereinafter", "hereof", and
"hereunder" refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise
requires. The singular shall include the plural and the masculine gender
shall include the feminine and neuter, and vice versa, unless the context
otherwise requires.

                  11.3 Binding Provisions.
                       ------------------

                  The covenants and agreements contained herein shall be
binding upon, and inure to the benefit of the heirs, executors,
administrators, successors and assigns of the respective parties hereto.

                  11.4 Applicable Law.
                       --------------

                  This Agreement shall be construed and enforced in
accordance with the laws of the State of Missouri.

                  11.5 Counterparts.
                       ------------

                  This Agreement may be executed in several counterparts,
all of which together shall constitute one agreement binding on all parties
hereto, notwithstanding that all the parties have not signed the same
counterpart, except that no counterpart shall be binding unless signed by
the Managing Partner.

                  11.6 Entire Agreement.
                       ----------------

                  This Agreement contains the entire agreement between the
parties and supersedes all prior writings or representations.

                  11.7 Separability of Provisions.
                       --------------------------

                  Each provision of this Agreement shall be considered
separable and if for any reason any provision or provisions hereby are
determined to be invalid or unenforceable such validity or unenforceability
shall not impair the operation of or affect any other portion of this
Agreement and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision was omitted.

                                     35

<PAGE>
<PAGE>

                  11.8 Representations.
                       ---------------

                  Each person who becomes a Limited hereunder does hereby
represent and warrant by the signing of a counterpart of this Agreement or
an amendment to this Agreement that the Partnership interest acquired by him
was acquired for his own account, for investment only, not for the interest
of any other person and not for resale to other persons or for further
distribution. The Managing Partner has not made and hereby makes no
warranties or representations other than those specifically set forth in
this Agreement.

                  11.9 Section Titles.
                       --------------

                  Paragraph titles are for descriptive purposes only and
shall not control or alter the meaning of this Agreement as set forth in the
text.

                  11.10 Partition.
                        ---------

                  The Partners agree that the Partnership's assets are not
and will not be suitable for partition. Accordingly, each of the Partners
hereby irrevocably waives any and all right he may have to maintain any
action for partition of any of the Partnership's assets.

                  11.11 No Third Party Beneficiaries.
                        ----------------------------

                  This Agreement is made solely and specifically for the
benefit of the Partners and their respective successors and permitted
assigns, and no other person whatsoever shall have any rights, interests or
claims hereunder or be entitled to any benefits hereunder or on account of
this Agreement as a third party beneficiary or otherwise.

                  11.12 Amendments.
                        ----------

                  In addition to the amendments otherwise authorized herein,
this Agreement may be amended, from time to time, without the consent or
approval of (and without prior notice to) any Limited, by the Managing
Partner or by the affirmative vote of General Partners holding an aggregate
of at least a majority of the total General Partner Percentages. In
particular, but without limiting the foregoing, the interests of the Limited
Partners and the Class II Subordinated Limited Partners in the Net Income or
the Proceeds of Liquidation of the Partnership or in any other allocation or
distribution to be received by them from the Partnership pursuant to Article
Eight hereof or otherwise may be reduced or increased or otherwise modified
in accordance with this Section 11.12 without the consent or approval of
(and without prior notice to) any Limited.

                  11.13 Revocable Trusts.
                        ----------------

                  Notwithstanding anything to the contrary herein contained,
it is recognized that certain of the Partners are not persons but are
revocable trusts ("Trusts"), the grantors of which ("Grantors"), except for
the transfer of their partnership interests to (or the designation of) such
Trusts created by them, would be the Partners. Thus, when used herein the
phrases "General Partner", "Limited Partner", "Limited", "Partner", "Class I
Subordinated Limited Partner" or "Class II Subordinated Limited Partner"
shall be deemed, when the context hereof so requires (such as, without
limiting the generality of the foregoing, death, disability or withdrawal of
a Partner, gross negligent conduct of a General Partner, a General Partner
receiving a guaranteed draw for services


                                     36

<PAGE>
<PAGE>

rendered, General Partner required submission of tax returns, sale by a
General Partner of Retiring Interests after his 56th birthday) to be a
reference to the Grantor of such Trust. In addition, to the extent that any
General Partner has obligations or liabilities imposed upon such General
Partner pursuant to this Agreement, then, if such General Partner is a
Trust, such General Partner, by such General Partner's signature hereto (and
the Grantor of such Trust by such Grantor's signature hereto), hereby agrees
that said obligations and liabilities are also obligations and liabilities
of such Grantor.

                  IN WITNESS WHEREOF, the undersigned has executed this
Fifteenth Amended and Restated Agreement of Registered Limited Liability
Limited Partnership effective as of the day and year first above written.

                    THIS AGREEMENT CONTAINS THE FOLLOWING
            BINDING ARBITRATION PROVISIONS WHICH MAY BE ENFORCED
                     BY THE PARTNERSHIP AND THE PARTNERS

                                  GENERAL PARTNER:


                                  ---------------------------------------------
                                           Douglas E. Hill

                                  GENERAL PARTNERS AS SHOWN IN
                                  THE BOOKS AND RECORDS OF THE
                                  PARTNERSHIP*

                                  LIMITED PARTNERS AS SHOWN IN THE
                                  BOOKS AND RECORDS OF THE PARTNERSHIP*

                                  CLASS II SUBORDINATED LIMITED PARTNERS
                                  AS SHOWN IN THE BOOKS AND RECORDS OF THE
                                  PARTNERSHIP*


<FN>
                                  *By:
                                       ----------------------------------------
                                           Douglas E. Hill
                                           Attorney-In-Fact


Note:  At the time of the signing of this Agreement there are no Class I
       Subordinated Limited Partners.




                                     37