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            CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
       RIGHTS OF SERIES D JUNIOR PARTICIPATING PREFERRED STOCK
                                  OF
                    UNIFIED FINANCIAL SERVICES, INC.


     I, Timothy L. Ashburn, the Chairman, President and Chief Executive
Officer of Unified Financial Services, Inc. (the "Company"), a
corporation organized and existing under the General Corporation Law of
the State of Delaware, in accordance with the provisions of Section 151
thereof, DO HEREBY CERTIFY:

     That, pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation, as amended, of the
Company, the said Board of Directors on August 26, 1998 adopted the
following resolution creating a series of One Hundred Thousand (100,000)
shares of voting Preferred Stock designated as Series D Junior
Participating Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Company in accordance with the provisions of its
Certificate of Incorporation, as amended, a series of voting Preferred
Stock of the Company be and is hereby created, and that the designation
and amount thereof and the powers, preferences and relative,
participating, optional and other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof are
as follows:

     Section 1.  Designation and Amount.
                 ----------------------

     There shall be a series of the voting preferred stock of the
Company which shall be designated as the "Series D Junior Participating
Preferred Stock," $0.01 par value, and the number of shares constituting
such series shall be One Hundred Thousand (100,000).  Such number of
shares may be increased or decreased by resolution of the Board of
Directors; provided, however, that no decrease shall reduce the number
of shares of Series D Junior Participating Preferred Stock to a number
less than that of the shares then outstanding plus the number of shares
issuable upon exercise of outstanding rights, options or warrants or
upon conversion of outstanding securities issued by the Company.

     Section 2.  Dividends and Distributions.
                 ---------------------------

     (A)  Subject to the rights of the holders of any shares of any
series of preferred stock of the Company ranking prior and superior to
the Series D Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series D Junior Participating
Preferred Stock, in preference to the holders of shares of Common Stock,
$.01 par value, of the Company (the "Common Stock") and of any other
junior stock, shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on or about the first day of
January, April, July and October in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing
on the first Quarterly Dividend Payment Date after the first issuance of
a share or fraction of a share of Series D Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $1.00 or (b) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per share
amount of all cash dividends and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock

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since the immediately preceding Quarterly Dividend Payment Date or, with
respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series D Junior
Participating Preferred Stock.  In the event the Company shall at any
time after August 26, 1998 (the "Rights Declaration Date") declare or
pay any dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series D Junior Participating
Preferred Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B)  The Company shall declare a dividend or distribution on the
Series D Junior Participating Preferred Stock as provided in
paragraph (A) of this Section immediately after it declares a dividend
or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided, however, that in the event no
dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Series D Junior Participating Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.

     (C)  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series D Junior Participating Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of issue of
such shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of
such shares, or unless the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the determination of holders
of shares of Series D Junior Participating Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to accrue and
be cumulative from such Quarterly Dividend Payment Date.  Accrued but
unpaid dividends shall not bear interest.  Dividends paid on the shares
of Series D Junior Participating Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among
all such shares at the time outstanding.  The Board of Directors may fix
a record date for the determination of holders of shares of Series D
Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be
not more than 60 days prior to the date fixed for the payment thereof.

     Section 3.  Voting Rights.
                 -------------

     The holders of shares of Series D Junior Participating Preferred
Stock shall have the following voting rights:

     (A)  Each share of Series D Junior Participating Preferred Stock
shall entitle the holder thereof to 100 votes on all matters submitted
to a vote of the stockholders of the Company.

     (B)  Except as otherwise provided herein, in the Company's
Certificate of Incorporation or by law, the holders of shares of Series
D Junior Participating Preferred Stock, the holders of shares of Common
Stock, and the holders of shares of any other capital stock of the
Company



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having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Company.

     (C)  Except as otherwise set forth herein or in the Company's
Certificate of Incorporation, and except as otherwise provided by law,
holders of Series D Junior Participating Preferred Stock shall have no
special voting rights and their consent shall not be required (except to
the extent they are entitled to vote with holders of Common Stock as set
forth herein) for taking any corporate action.

     Section 4.  Certain Restrictions.
                 --------------------

     (A)  Whenever dividends or distributions payable on the Series D
Junior Participating Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series D Junior
Participating Preferred Stock outstanding shall have been paid in full,
the Company shall not:

          (i)  declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series D Junior
Participating Preferred Stock;

          (ii)  declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series D Junior Participating Preferred Stock, except dividends paid
ratably on the Series D Junior Participating Preferred Stock and all
such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares
are then entitled;

          (iii)  except as permitted in Section 4(A)(iv) below, redeem
or purchase or otherwise acquire for consideration shares of any stock
ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series D Junior Participating
Preferred Stock; provided, however, that the Company may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Company ranking junior (either
as to dividends or upon dissolution, liquidation or winding up) to the
Series D Junior Participating Preferred Stock; and

          (iv)  purchase or otherwise acquire for consideration any
shares of Series D Junior Participating Preferred Stock, or any shares
of stock ranking on a parity with the Series D Junior Participating
Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.

     (B)  The Company shall not permit any subsidiary of the Company
to purchase or otherwise acquire for consideration any shares of stock
of the Company unless the Company could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in
such manner.


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     Section 5.  Reacquired Shares.
                 -----------------

     Any shares of Series D Junior Participating Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof.
The Company shall cause all such shares upon their cancellation to be
authorized but unissued shares of Preferred Stock which may be reissued
as part of a new series of Preferred Stock, subject to the conditions
and restrictions on issuance set forth herein.

     Section 6.  Liquidation, Dissolution or Winding Up.
                 --------------------------------------

     (A)  Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Company, no distribution shall be made to the
holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series D Junior
Participating Preferred Stock unless, prior thereto, the holders of
shares of Series D Junior Participating Preferred Stock shall have
received $100.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the
date of such payment (the "Series D Liquidation Preference").  Following
the payment of the full amount of the Series D Liquidation Preference,
no additional distributions shall be made to the holders of shares of
Series D Junior Participating Preferred Stock, unless, prior thereto,
the holders of shares of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the quotient obtained by
dividing  (i) the Series D Liquidation Preference by (ii) 100 (as
appropriately adjusted as set forth in paragraph (C) of this Section 6
to reflect such events as stock dividends, and subdivisions,
combinations and consolidations with respect to the Common Stock) (such
number in clause (ii) being referred to as the "Adjustment Number").
Following the payment of the full amount of the Series D Liquidation
Preference and the Common Adjustment in respect of all outstanding
shares of Series D Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series D Junior Participating Preferred
Stock and holders of shares of Common Stock shall receive their ratable
and proportionate share of the remaining assets to be distributed in the
ratio of the Adjustment Number to 1 with respect to such Series D Junior
Participating Preferred Stock and Common Stock, on a per share basis,
respectively.

     (B)  In the event there are not sufficient assets available to
permit payment in full of the Series D Liquidation Preference and the
liquidation preferences of all other series of preferred stock, if any,
which rank on a parity with the Series D Junior Participating Preferred
Stock, then such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their respective
liquidation preferences.  In the event there are not sufficient assets
available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common
Stock.

     (C)  In the event the Company shall at any time after the Rights
Declaration Date declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the Adjustment Number in effect immediately prior
to such event shall be adjusted by multiplying such Adjustment Number by
a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that are outstanding
immediately prior to such event.

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     Section 7.  Consolidation, Merger, etc.
                 --------------------------

     In case the Company shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any
other property, then in any such case the shares of Series D Junior
Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each share of Common
Stock is exchanged or changed.  In the event the Company shall at any
time after the Rights Declaration Date declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of
Series D Junior Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common
Stock that are outstanding immediately prior to such event.

     Section 8.  Redemption.
                 ----------

     The shares of Series D Junior Participating Preferred Stock shall
not be redeemable.

     Section 9.  Ranking.
                 -------

     The Series D Junior Participating Preferred Stock shall rank
junior to all other series of the Company's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise.

     Section 10. Fractional Shares.
                 -----------------

     Series D Junior Participating Preferred Stock may be issued in
fractions which are integral multiples of one one-hundredth of a share.
Fractions of shares of Series D Junior Participating Preferred Stock
may, at the election of the Company, be evidenced by depositary
receipts, pursuant to an appropriate agreement between the Company and a
depositary selected by the Company.  The holders of such depositary
receipts shall have all the rights, privileges and preferences to which
they are entitled as beneficial owners of the Series D Junior
Participating Preferred Stock represented by such depositary receipts.

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     IN WITNESS WHEREOF, I have executed and subscribed this
Certificate and do affirm and acknowledge the foregoing as true under
the penalties of perjury this 9th day of September, 1998.

                            UNIFIED FINANCIAL SERVICES, INC.


                            By: /s/ Timothy L. Ashburn
                               -------------------------------------
                            Name:  Timothy L. Ashburn
                            Title: Chairman, President and
                                   Chief Executive Officer



State of Missouri      )
                       )     ss.
County of St. Louis    )


     On this 9th day of September, 1998, before me, Denise A. DeRouen,
a Notary Public in and for the State of Missouri, personally appeared
Timothy L. Ashburn, Chairman, President and Chief Executive Officer of
Unified Financial Services, Inc., known to me to be the person who
executed the foregoing Certificate of Designation and acknowledged to me
that he executed the same pursuant to authority given by the Board of
Directors of such corporation as their free and voluntary act, and as
the free and voluntary act and deed of such corporation, for the uses
and purposes therein set forth.


                            /s/ Denise DeRouen
                            ----------------------------------------
                            Notary Public
My commission expires:

March 25, 2002


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