Exhibit 3.2

As Amended by the Board of Directors
through October 27, 1997


                          BYLAWS OF
               RIGHTCHOICE MANAGED CARE, INC.



                                             Page

Article   I    Offices and Records                1

Article   II   Shareholders                       1

Article   III  Board of Directors                 6

Article   IV   Officers                           13

Article   V    Indemnification                    17

Article   VI   Stock                              21

Article   VII  Corporate Finance                  23

Article   VIII General Provisions                 24


               ARTICLE I - OFFICES AND RECORDS

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

1.2  Corporate Offices. The Corporation may have such
corporate offices anywhere within or without the State of
Missouri as the Board of Directors from time to time may
determine or the business of the Corporation may require.

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

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

                  ARTICLE II - SHAREHOLDERS

2.1  Place of Meetings.  All meetings of the shareholders
shall be held at the offices of the Corporation in the State
of Missouri, except such meetings as the Board of Directors
to the extent permissible by law expressly determines shall
be held elsewhere, in which case such meetings may be held,
upon notice thereof as hereinafter provided, at such other
place or places, either within or without the State of
Missouri, as the Board shall have determined, and as shall
be stated in such notice. Unless specifically prohibited by
law, any meeting may be held at any place and time, and for
any purpose, if consented to in writing by all of the
shareholders entitled to vote at such meeting.

2.2  Annual Meetings. An annual meeting of the shareholders
of the Corporation for the election of directors shall be
held on the second Tuesday in May of each year, if not a
legal holiday, and if a legal holiday, then on the next
business day following, at 10:00 a.m., or at such other date
and time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting,
at which the shareholders entitled to vote thereon shall
elect directors to serve until expiration of their
respective term of office as specified in Section 3 of
Article VI of the Articles of Incorporation and until their
respective successors are duly elected and qualified, or
until their respective earlier resignation, removal or
death, and shall transact such other business as may
properly come before the meeting as provided in Bylaw 3.4.

2.3  Special Meetings.

     (a)  Special meetings of the shareholders may be held
for any purpose or purposes specified in the Corporation's
notice of meeting, unless otherwise prescribed by statute or
by the Articles of Incorporation.  Only such business shall
be conducted at a special meeting as shall have been brought
before the meeting pursuant to the Corporation's notice of
meeting and therefore, no shareholder may submit a proposal
for consideration at a special meeting of shareholders,
except as may be permitted by the last sentence of section
(f) of Bylaw 3.4; provided, however, that if the special
meeting is called for the purpose of electing directors, a
shareholder may nominate a candidate or candidates, subject
to compliance with the provisions of section (c) of Bylaw
3.4.  Except as otherwise required by law and subject to the
rights, if any, of the holders of any class or series of
stock having a preference over the Common Stock as to
dividends or upon liquidation, special meetings of the
shareholders of the Corporation may be called only by the
Chairman of the Board of Directors, the President of the
Corporation or the Board pursuant to a resolution approved
by a majority of the whole Board.

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

2.4  Notice; Waiver of Notice.

     (a)  Written or printed notice of each meeting of the
shareholders whether annual or special , stating the place,
day and hour of the meeting and, in case of a special
meeting, the purpose or purposes thereof, shall be delivered
or given to each shareholder entitled to vote at such
meeting, as determined in accordance with Bylaw 2.8, not
less than ten (10) days or more than seventy (70) days
before the date of the meeting, either personally or by
mail, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting,
unless, as to a particular matter, other or further notice
is required by law, in which case such other or further
notice shall be given.

     (b)  Any notice to a shareholder of a shareholders'
meeting sent by mail shall be deemed to be delivered when
deposited in the United States mail with postage thereon
prepaid and addressed to the shareholder at such
shareholder's address as it appears on the records of the
Corporation.

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

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

2.5  Presiding Officials.  Every meeting of the
shareholders, for whatever purpose, shall be convened by the
President, the Secretary or the officer or any of the
persons who called the meeting.  The meeting shall be
presided over by the officers specified in Bylaws 4.7, 4.8
and 4.9; provided, however, that the shareholders at any
meeting, upon the affirmative vote of the holders of a
majority of the represented shares (as defined in subsection
2.B(v) of Article IV of the Articles of Incorporation) of
the Corporation's capital stock entitled to vote at such
meeting, may select any persons of their choosing to act as
chairman and secretary of such meeting or any session
thereof.

2.6  Quorum; Adjournment.  Unless otherwise provided by law,
the Articles of Incorporation or these Bylaws, the
constitution of a quorum at any meeting of the shareholders
shall require (i) a majority of the outstanding shares (as
defined in subsection 2.B(v) of Article IV of the Articles
of Incorporation) of the Corporation's capital stock
entitled to vote at such meeting, represented in person or
by proxy, and (ii) a majority of the outstanding shares of
each of Class A Common Stock and Class B Common Stock
entitled to vote at such meeting, represented in person or
by proxy; provided, however, that in the event that less
than a quorum is represented at a meeting, the shares so
represented, by a majority vote (as defined in subsection
2.B(v) of Article IV of the Articles of Incorporation),
shall have the right successively to adjourn the meeting,
without notice to any shareholder not present at the
meeting, to a specified date no later than 90 days after
such adjournment. In all matters, every decision of a
majority of the outstanding shares (as defined in subsection
2.B(v) of Article IV of the Articles Of Incorporation) then
entitled to vote on the subject matter and represented in
person or by proxy at a meeting at which a quorum is present
shall be valid as an act of the shareholders, unless a
larger vote is required by law, by the Articles of
Incorporation or by these Bylaws; provided. however, that if
there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the
holders of a majority (or such higher proportion as may be
required by law) of the shares of each such class must be
voted affirmatively to approve any matter requiring such
separate class vote. Shares represented by a proxy which
directs that the shares be voted to abstain or to withhold a
vote on a matter shall be deemed to be represented at the
meeting as to such matter At any subsequent session of an
adjourned meeting at which a quorum is present in person or
by proxy, any business may be transacted which could have
been transacted at the initial session of the meeting if a
quorum had been present.

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

2.8  Voting.

     (a)  Each shareholder shall have the number of votes
provided in the Articles of Incorporation for each share of
stock entitled to vote under the provisions of the Articles
of Incorporation and registered in such shareholder's name
on the books of the Corporation.

     (b)  Unless otherwise provided in the Articles of
Incorporation, cumulative voting is not permitted with
respect to the election of directors and, thus, no
shareholder entitled to vote in the election of directors
shall have the right to cast as many votes in the aggregate
as shall equal the number of votes held by the shareholder
in the Corporation, multiplied by the number of directors to
be elected at the election, for one candidate, or distribute
them among two or more candidates.

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

     (d)  In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of shares
or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall
not be more than seventy (70) days nor less than ten (10)
days before the date of such meeting, nor more than seventy
(70) days prior to any other action. A determination of
shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of
the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

     (e)  If the Board of Directors does not close the
transfer books or set a record date for the determination of
its shareholders entitled to notice of, and to vote at, a
meeting of shareholders in accordance with section (d) of
Bylaw 2.8, only those persons who are shareholders of record
at the close of business on the 20th day preceding the date
of such meeting shall be entitled to notice of, and to vote
at, such meeting and any adjournment of such meeting; except
that, if
prior to such meeting written waivers of notice of such
meeting are signed and delivered to the Corporation by all
of the shareholders of record at the time such meeting is
convened, only those persons who are shareholders of record
at the time such meeting is convened shall be entitled to
vote at such meeting. and any adjournment thereof.

2.9  Registered Shareholders. As contemplated by the
Articles of Incorporation, the term "shareholder" as used in
these Bylaws means a registered holder of shares of the
Corporation;
provided, however, that if permitted by law:

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

     (b)  shares standing in the name of a deceased person
may be voted by such person's personal representative,
either in person or by proxy;

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

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

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

2.10     Shareholders' Lists.

     (a)  A complete list of the shareholders entitled to
vote at each meeting of the shareholders, arranged in
alphabetical order, with the address of and the number of
voting shares of each class owned of record by each
shareholder of record as of the date determined pursuant to
section (d) or (e) of Bylaw 2.8, as the case may be, shall
be prepared by the officer of the Corporation having charge
of the stock transfer books of the Corporation, and shall,
for a period of ten (10) days prior to the meeting, be kept
on file at the registered office of the Corporation in the
State of Missouri and shall at any time during the usual
hours for business be subject to inspection by any
shareholder.  Such list or a duplicate thereof shall also be
produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share
ledger or transfer book, or a duplicate thereof kept in the
State of Missouri, shall be prima facie evidence as to who
are the shareholders entitled to examine such list, share
ledger or transfer book or to vote at any meeting of
shareholders.

     (b)  Failure to comply with this Bylaw 2.10 shall not
affect the validity of any action taken at any such meeting.

2.11 Conduct of Meetings. The date and time of the opening
and the closing of the polls for each matter upon which the
shareholders will vote at a meeting shall be announced at
the meeting by the person presiding over the meeting. The
Board of Directors of the Corporation may, to the extent not
prohibited by law, adopt by resolution such rules and
regulations for the conduct of the meetings or any meeting
of shareholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations, the
chairman of the meeting of shareholders may prescribe such
rules, regulations and procedures and do all such acts as,
in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or
procedures. whether adopted by the Board or prescribed by
the chairman of the meeting, may, to the extent not
prohibited by law, include, without limitation, the
following: (i) the establishment of an agenda for the
meeting; (ii) the maintenance of order at the meeting; (iii)
limitations on attendance at or participation in the meeting
to shareholders of record of the Corporation, their duly
authorized proxies and such other persons as shall be
determined; (iv) restrictions on entry to the meeting after
a specified time; and (v) limitation on the time allotted to
questions or comments by participants.  Unless otherwise
determined by the Board or the chairman of the meeting,
meetings of shareholders shall not be required to be held in
accordance with any rules of parliamentary procedure.
Notwithstanding the foregoing, the person presiding over a
meeting of the shareholders shall appoint not less than two
persons, who are not directors, as inspectors to receive and
canvass the votes given at such meeting and to certify the
result(s) to such presiding person.

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

              ARTICLE III - BOARD OF DIRECTORS

3.1  Number. The number of directors to constitute the
Board of Directors shall be not less than seven or more
than twelve.  The Board of Directors shall have the
power to fix or change the number of directors, within
the minimum and maximum range, by resolution adopted by
a majority of the whole Board of Directors.

3.2  Powers of the Board.  The property and business of the
Corporation shall be controlled and managed by the
directors, acting as a Board of Directors.  The Board shall
have and is vested with all powers and authority, except as
may be expressly limited by law, the Articles of
Incorporation or these Bylaws, to do or cause to be done any
and all lawful things for and on behalf of the Corporation,
to exercise or cause to be exercised any or all of its
powers, privileges and franchises, and to seek the
effectuation of its objects and purposes.  As used in these
Bylaws, the terms "whole Board" and "whole Board of
Directors" shall be exclusively defined by, and limited to
the meaning provided in, Section 2 of Article VI of the
Articles of Incorporation.

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

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

     (a)  Nominations of persons for election to the Board
of Directors and the proposal of business to be considered
by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board or (iii)
by any shareholder who was a shareholder of record at the
time of the giving of notice provided for in this Bylaw 3.4,
who is entitled to vote thereof at the meeting and who
complied with the notice procedures set forth in this Bylaw
3.4.

     (b)  For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant
to clause (iii) of section (a) of this Bylaw 3.4, the
shareholder must have given timely notice thereof in writing
to the Secretary of the Corporation.  To be timely, a
shareholder's notice shall be delivered to the Secretary at
the principal executive officers of the Corporation not less
than sixty (60) days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that
notices for nominations may be delivered to the Secretary
not less than thirty (30) days prior to such anniversary;
and provided, further that in the event that the date of the
annual meeting is advanced by more than thirty (30) days or
delayed by more than sixty (60) days from such anniversary
date, notice by the shareholder to be timely must be so
delivered not later than the close of business on the later
of (i) the 60th day (in the case of nominations, the 30th
day) prior to such annual meeting or (ii) the 10th day
following the date on which public announcement of the date
of such meeting is first made.  Such shareholder's notice
shall set forth as to each person whom the shareholder
proposes to nominate for election or reelection as a
director: (i) the name and address of the shareholder who
intends to make the nomination and of the person or persons
to be nominated; (ii) a representation that such shareholder
is a holder of record of stock of the Corporation entitled
to vote in the election of directors at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice;
(iii) the name and address of such shareholder as it appears
on the Corporation's books, and of the beneficial owner (as
such term is defined in 17 C.F.R.  240.l3d-3 ("Rule 13d-3")
under the Securities Exchange Act of 1934 ("Exchange Act")),
if any, on whose behalf the nomination is made; (iv) the
class and number of shares of the Corporation which are
owned beneficially (as such term is defined in Rule I 3d- 3
under the Exchange Act) and of record by the nominating
shareholder and each nominee proposed by such shareholder:
(v) a description of all arrangements or understandings
between the shareholder and each nominee and any other
person (naming such persons) pursuant to which the
nomination or nominations are to be made by the shareholder;
(vi) such other information regarding each nominee proposed
by such shareholder as would have been required to be
included in a proxy statement filed pursuant to 17 C.F.R.
240.14a-l et seq. ("Regulation 14A") as then in effect under
the Exchange Act had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (vii) the
consent of each nominee to serve as a director of the
Corporation if so elected. As to any other business that the
shareholder proposes to bring before the meeting, a
shareholder's notice to the Secretary shall set forth as to
each matter: (i) a brief description of the business desired
to be brought before the annual meeting:  (ii) a
representation that such shareholder is a holder of record
of stock entitled to vote on the business proposed by such
shareholder and intends to appear in person or by proxy at
the meeting to present the proposed business to be brought
before the meeting; (iii) the name and address of the
shareholder proposing such business, as it appears on the
Corporation's books. and of the beneficial owner (as such
term is defined in Rule 13d-3 under the Exchange Act). if
any. on whose behalf the business is proposed; (iv) the
class and number of shares of the Corporation which are
owned beneficially (as such term is defined in Rule 13d-3
under the Exchange Act) and of record by the shareholder;
(v) the reason for conducting such business at the meeting
and any material interest of the shareholder or such
beneficial owner in such business; and (vi) all other
information with respect to each such matter as would have
been required to be included in a proxy statement filed
pursuant to Regulation 14A as then in effect under the
Exchange Act had proxies been solicited by the Board with
respect thereto. Notwithstanding anything in this section
(b) to the contrary, in the event that the number of
directors to be elected to the Board is increased and there
is no public announcement naming all of the nominees for
director or specifying the size of the increased Board made
by the Corporation at least forty (40) days prior to the
first anniversary of the preceding year's annual meeting. a
shareholder's notice shall also be considered timely, but
only with respect to nominees for any new positions created
by such increase, if it shall be delivered to the Secretary
at the principal executive offices of the Corporation not
later than the close of business on the 10th day following
the day on which such public announcement is first made by
the Corporation.

     (c)  Only such business shall be conducted at a special
meeting of shareholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of
Directors may be made at a special meeting of shareholders
with regard to which the Board has determined that directors
are to be elected (pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board, or (iii)
by any shareholder who is a shareholder of record at the
time of the giving of notice provided for in this Bylaw 3.4,
who shall be entitled to vote for the election of directors
at the meeting and who complies with the notice procedures
set forth in the last sentence of this section (c). In the
event the Corporation calls a special meeting of
shareholders for the purpose of electing one or more
directors to the Board, any such shareholder may nominate a
person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's notice of
meeting, if the shareholder's notice setting forth the
information required by section (b) of this Bylaw 3.4 shall
be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of
business on the later of (i) the 30th day prior to such
special meeting or (ii) the 10th day following the day on
which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board to
be elected at such meeting.

     (d)  Only such persons who are nominated in accordance
with the procedures set forth in this Bylaw 3.4 shall be
eligible to serve as directors, and only such business shall
be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures
set for in this Bylaw 3.4.  The chairman of the meeting of
shareholders shall have the power and duty to determine
whether a nomination or any business proposed to be brought
before the meeting was made in accordance with the
procedures set forth in this Bylaw 3.4 and, if any proposed
nomination or business is not in compliance with this Bylaw
3.4, to declare that such defective nominations or proposal
shall be disregarded.

     (e)  For purposes of this Bylaw 3.4, "public
announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the
Exchange Act.

     (f)  Notwithstanding the foregoing provisions of this
Bylaw 3.4, (i) if any class or series of stock has the
right, voting separately by class or series, to elect
directors at an annual or special meeting of shareholders,
such directors shall be nominated and elected pursuant to
the terms of such class or series of stock; and (ii) a
shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and
regulations thereunder with the respect to the matters set
forth in this Bylaw 3.4.  To the extent this Bylaw 3.4 shall
be deemed by the Board of Directors or the Securities and
Exchange Commission, or adjudged by a court of competent
jurisdiction, to be inconsistent with the rights of
shareholders to request inclusion of a proposal in the
Corporation's proxy statement pursuant to 17 C.F.R.  240.14a-
8 ("Rule 14 a-8") under the Exchange Act, such rule shall
prevail.

3.5  Meetings of the Newly Elected Board.  The members of
each newly elected Board of Directors (i) shall meet at such
time and place, either within or without the State of
Missouri, as shall be provided for by resolution of the
shareholders at the annual meeting, and no notice of such
meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum
shall be present, or (ii) if not so provided for by
resolution of the shareholders, or if a quorum shall not be
present, may meet at such time and place as shall be
consented to in writing by a majority of the newly elected
directors, provided that written or printed notice of such
meeting shall be given to each of the other directors in the
same manner as provided in these Bylaws with respect to the
giving of notice for special meetings of the Board except
that it shall not be necessary to state the purpose of the
meeting in such notice, or (iii) regardless of whether or
not the time and place of such meeting shall be provided for
by resolution of the shareholders at the annual meeting, may
meet at such time and place as shall be consented to in
writing by all of the newly elected directors.

Each director of the Corporation, upon such director's
election, shall qualify by accepting the office of director,
and such director's attendance at, or written approval of
the minutes of, any meeting of the Board subsequent to such
director's election shall constitute such director's
acceptance of such office; or such director may execute such
acceptance by a separate writing, which shall be placed in
the minute book.

3.6  Notice of Meeting; Waiver of Notice.

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

     (b) Special Meetings.

          (i)  Except as otherwise required by law and
     subject to the rights of the holders of Preferred Stock
     or any series thereof, special meetings of the Board of
     Directors may be called at any time by the Chairman of
     the Board, the President or the Board pursuant to a
     resolution approved by a majority of the whole Board
     and shall be called by the Secretary on the written
     request of any of the foregoing.  The place may be
     within or without the State of Missouri as designated
     in the notice.

          (ii)  Written or printed notice of each special
     meeting of the Board, stating the place, day and hour
     of the meeting and the purpose or purposes thereof,
     shall be mailed to each director at least three (3)
     days before the day on which the meeting is to be held,
     or shall be delivered to such director personally or
     sent to such director by telegram at least two (2) days
     before the day on which the meeting is to be held.  If
     mailed, such notice shall be deemed to be delivered
     when it is deposited in the United States mail with
     postage thereon prepaid, addressed to the director at
     such director's residence or usual place of business.
     If given by telegraph, such notice shall be deemed to
     be delivered when it is delivered to the telegraph
     company.  The notice may be given by any person having
     authority to call the meeting.

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

     (c)  Waiver of Notice.  Whenever any notice is required
to be given to any director under the provisions of any law,
the Articles of Incorporation or these Bylaws, a waiver
thereof in writing signed by such director, whether before
or after the time stated therein, shall be deemed equivalent
to the giving of such notice.  Attendance of a director at
any meeting shall constitute a waiver of notice of the
meeting except where a director attends such meeting for the
express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the
purpose of, any regular meeting of the Board of Directors
need be specified in the notice or waiver of notice of the
meeting.

3.7  Meetings by Conference Telephone or Similar
Communications Equipment.  Unless otherwise provided by law,
the Articles of Incorporation or these Bylaws, members of
the Board of Directors of the Corporation, or any committee
designated by the Board, may participate in a meeting of the
Board or committee by means of conference telephone or
similar communications equipment whereby all persons
participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute
presence in person at the meeting.

3.8  Action Without a Meeting.  Any action which is required
to be or may be taken at a meeting of the directors, or of
the executive committee or any other committee of the
directors, may be taken without a meeting if consents in
writing, setting forth the action so taken, are signed by
all of the members of the Board of Directors or of the
committee as the case may be.  The consents shall have the
same force and effect as a unanimous vote at a meeting duly
held.  The Secretary shall file such consents with the
minutes of the meetings of the Board or of the committee as
the case may be.

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

3.10 Vacancies and Newly Created Directorships.  Except for
directorships created pursuant to Article IV of the Articles
of Incorporation relating to the rights of holders of
Preferred Stock, or any series thereof, and except for
vacancies in such directorships, and unless otherwise
provided by law, the Articles of Incorporation or these
Bylaws, any vacancies in the Board of Directors for any
reason, and any newly created directorships resulting from
any increase in the number of directors, may be filled by
the Board, acting by a majority of the directors then in
office, although less than a quorum, or by a sole remaining
director, and any directors so chosen shall hold office
until the next election of the class for which such
directors shall have been chosen and until their respective
successors shall be elected and qualified or until their
respective earlier resignation, removal or death.  No
decrease in the number of directors shall shorten the term
of any incumbent directors.

3.11 Committees.

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

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

3.12 Audit Committee.  The Board of Directors at the annual
or any regular or special meeting of the directors shall ,
by resolution adopted by a majority of the whole Board,
designate and elect two or more directors to constitute an
Audit Committee and appoint one of the directors so
designated as the chairman of the Audit Committee.
Membership on the Audit Committee shall be restricted to
those directors who are independent of the management of the
Corporation and are free from any relationship that, in the
opinion of the Board, would interfere with the exercise of
independent judgment as a member of the committee.
Vacancies in the committee may be filled by the Board at any
meeting thereof.  Each member of the committee shall hold
office until such committee member's successor has been duly
elected and qualified, or until such committee member's
resignation or removal from the Audit Committee by the
Board, or until such committee member otherwise ceases to be
a director.  Any member of the Audit Committee may be
removed from the committee by resolution adopted by a
majority of the whole Board.  The compensation, if any, of
members of the committee shall be established by resolution
of the Board.

The Audit Committee shall be responsible for: recommending
to the Board the appointment or discharge of independent
auditors; reviewing with the management and the independent
auditors the terms of engagement of independent auditors,
including the fees, scope and timing of the audit and any
other services rendered by the independent auditors;
reviewing with the independent auditors and management the
Corporation's policies and procedures with respect to
internal auditing, accounting and financial controls;
reviewing with the management the independent statements;
audit results and reports and the recommendation made by any
of the auditors with respect to changes in accounting
procedures and internal controls; reviewing the results of
studies of the Corporation's system of internal accounting
controls; and performing any other duties or functions
deemed appropriate by the Board. The Audit Committee shall
have the powers and rights necessary or desirable to fulfill
these responsibilities, including the power and right to
consult with legal counsel and to rely upon the opinion of
legal counsel.  The Audit Committee is authorized to
communicate directly with the Corporation's financial
officers and employees, internal auditors and independent
auditors as it deems desirable and to have the internal
auditors or independent auditors perform any additional
procedures as it deems appropriate.

All actions of the Audit Committee shall be reported to the
Board at the next meeting of the Board.  The minute books of
the Audit Committee shall at all times be open to the
inspection of any director.

The Audit Committee shall meet at the call of its chairman
or of any two members of the Audit Committee (or if there
shall be only one other member, then at the call of that
member).  A majority of the Audit Committee shall constitute
a quorum for the transaction of business (or if there shall
only be two members, then both must be present), and the act
of a majority of those present at any meeting at which a
quorum is present (or if there shall be only two members.
then they must act unanimously) shall constitute the act of
the Audit Committee.

3.13 Compensation Committee. The Board of Directors at the
annual or any regular or special meeting shall, by
resolution adopted by a majority of the whole Board,
designate and elect two or more directors to constitute a
Compensation Committee. Membership on the Compensation
Committee shall be restricted to disinterested persons which
for this purpose shall mean any director who, during the
time such director is a member of the Compensation Committee
is not eligible, and has not at any time within one year
prior thereto been eligible, for selection to participate
(other than in a manner as to which the Compensation
Committee has no discretion, in any of the compensation
plans administered by the Compensation Committee. Vacancies
in the committee may be filled by the Board at any meeting.
Each member of the committee shall hold office until such
committee member's successor has been duly elected and
qualified, or until such committee member's resignation or
removal from the Compensation Committee by the Board, or
until such committee member otherwise ceases to be a
director or a disinterested person. Any member of the
Compensation Committee may be removed by resolution adopted
by a majority of the whole Board. The compensation, if any,
of the members of the Compensation Committee shall be
established by resolution of the Board.

The Compensation Committee shall, from time to time,
recommend to the Board the compensation and benefits of the
executive officers of the Corporation. The Compensation
Committee shall have the power and authority vested in the
Board by any benefit plan of the Corporation. The
Compensation Committee shall also make recommendations to
the Board with regard to the compensation of the Board and
its committees, with the exception of the Compensation
Committee.

All actions of the Compensation Committee shall be reported
to the Board at the next meeting of the Board. The minute
books or the Compensation Committee shall at all times be
open to the inspection of any director

The Compensation Committee shall meet at the call of the
chairman of the Compensation Committee or of any two members
of the Compensation Committee (or if there shall be only one
other member, then at the call of that member). A majority
of the Compensation Committee shall constitute a quorum for
the transaction of business (or if there shall be only two
members, then both must be present), and the act of a
majority of those present at any meeting at which a quorum
is present (or if there shall be only two members, then they
must act unanimously) shall be the act of the Compensation
Committee.

3.14 Alternate Committee Members. The Board of Directors, by
resolution adopted by a majority of the whole Board, may
designate one or more additional directors as alternate
members of any committee to replace any absent or
disqualified member at any meeting of that committee, and at
any time may change the membership of any committee or amend
or rescind the resolution designating the committee. In the
absence or disqualification of a member or alternate member
of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not the
member or members constitute a quorum. may unanimously
appoint another director to act at the meeting in the place
of any such absent or disqualified member, provided that the
director so appointed meets any qualifications stated in
these Bylaws or the resolution designating the committee or
any amendment thereto.

3.15 Committee Procedures. Unless otherwise provided in
these Bylaws or in the resolution designating any committee,
any committee may fix its rules or procedures, fix the time
and place; of its meetings and specify what notice of
meetings, if any, shall be given.

3.16 Limitation of Committee Powers. Notwithstanding any
other provision of these Bylaws, no committee of the Board
of Directors shall have the power or authority of the Board
with respect to (i) amending the Articles of Incorporation,
(ii) approving or recommending to shareholders any type or
form of Business Combination (as defined in Section 351.459
of The General and Business Corporation Law of Missouri as
in effect on January 1,1994), (iii) approving or
recommending to the shareholders a dissolution of the
Corporation or a revocation of a dissolution, (iv) amending
these Bylaws, (v) declaring a dividend or making any other
distribution to the shareholders, (vi) authorizing the
issuance of stock otherwise than pursuant to (he grant or
exercise of a stock option under employee stock options of
the Corporation or in connection with a public offering of
securities registered under the Securities Act of 1933, or
(viii) appointing any member of any committee of the Board.

3.17 Compensation of Directors and Committee Members.
Directors and members of all committees shall not receive
any stated salary for their services as such, unless
authorized by resolution of the Board of Directors. Also, by
resolution of the Board a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board or committee.
Nothing herein contained shall be construed to preclude any
director or committee member from serving the Corporation in
any other capacity and receiving compensation therefor.

3.18 Resignations. Any director may resign at any time upon
written notice to the Corporation. Such resignation shall
take effect at the time specified therein or, if no time is
specified therein, upon receipt thereof by the Corporation,
and, unless otherwise specified therein, the acceptance of
such resignation by the Corporation shall not be necessary
to make such resignation effective.

3.19 Removal of Directors. Directors may be removed only in
the manner provided in the Articles of Incorporation.

                    ARTICLE IV - OFFICERS

4.1  Designations.

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

     (b)  The Chairman and the Vice Chairman of the Board of
Directors shall be chosen from among the Board, but the
other officers of the Corporation need not be members of the
Board. Any two or more offices may be held by the same
person.

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

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

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

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

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

4.6  Delegation of Authority to Hire, Discharge and
Designate Duties.  The Board of Directors from time to time
may delegate to the Chairman of the Board, the President or
other officer or executive employees of the Corporation,
authority to hire and discharge and to fix and modify the
duties and salary or other compensation of employees of the
Corporation under the jurisdiction of such person, and the
Board may delegate to such officer or executive employee
similar authority with respect to obtaining and retaining
for the Corporation the services of attorneys, accountants
and other experts.

4.7  Chairman of the Board.  If a Chairman of the Board of
Directors is elected, such Chairman of the Board shall,
except as otherwise provided for in Bylaw 2.5, preside at
all meetings of the shareholders and directors at which such
Chairman of the Board may be present and shall perform such
other duties and have such other powers, responsibilities
and authority as may be prescribed elsewhere in these
Bylaws.  The Board may delegate such other powers,
responsibilities and authority and assign such additional
duties to the Chairman of the Board, other than those
conferred by law exclusively upon the President or other
officer, as the Board may from time to time determine, and,
to the extent permissible by law, the Board may designate
the Chairman of the Board as the chief executive officer of
the Corporation with all of the duties, powers,
responsibilities and authority otherwise conferred upon the
President of the Corporation under Bylaw 4.8, or the Board
may from time to time divide the duties, powers,
responsibilities and authority for the general control and
management of the Corporation's business and affairs between
the Chairman of the Board and the President.  If the
Chairman of the Board is designated as the chief executive
officer of the Corporation or to have the powers of the
chief executive officer coextensively with the President,
notice thereof shall be given to the extent and in the
manner as may be required by law.

4.8  President.

     (a)  Unless the Board of Directors otherwise provides,
the President shall be the chief executive officer of the
Corporation with such general executive duties, powers,
responsibilities and authority of supervision and management
as are usually vested in the office of the chief executive
officer of a corporation, and such President shall carry
into effect all directions and resolutions of the Board.
Except as otherwise provided for in Bylaw 2.5, the
President, in the absence of the Chairman of the Board or if
there be no Chairman of the Board, shall preside at all
meetings of the shareholders and the Board.

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

     (c)  Unless the Board of Directors otherwise provides,
the President, or any person designated in writing by the
President, shall have full power and authority on behalf of
the Corporation to (i) attend and to vote or take action at
any meeting of the holders of securities of corporations in
which the Corporation may hold securities, and at such
meeting shall possess and may exercise any and all rights
and powers incident to being a holder of such securities,
and (ii) execute and deliver waivers of notice and proxies
for and in the name of this Corporation with respect to
securities of any such corporation held by this Corporation.

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

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

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

4.9  Executive Vice Presidents and Vice Presidents.  In the
absence or disability of the President or in the event of
the President's inability or refusal to act, any Executive
Vice President or Vice President may perform the duties and
exercise the powers of the President, until the Board of
Directors otherwise provides.  Executive Vice Presidents and
Vice Presidents shall perform such other duties and have
such other powers, responsibilities and authority as the
Board may from time to time prescribe.

4.10 Secretary and Assistant Secretaries.

     (a) The Secretary shall attend all meetings of the
Board of Directors and, except as otherwise provided for in
Bylaw 2.5, all meetings of the shareholders.  The Secretary
shall prepare minutes of all proceedings at such meetings
and shall preserve them in a minute book of the Corporation.
The Secretary shall perform similar duties for each standing
or temporary committee when requested by the Board or such
committee.

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

     (c)  The Secretary shall keep in safe custody the seal
of the Corporation, and shall have authority to affix the
seal of the Corporation to any instrument requiring a
corporate seal and, when so affixed, the Secretary may
attest the seal by the Secretary's signature.

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

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

4.11 Treasurer and Assistant Treasurers.

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

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

     (c)  The Treasurer shall have the general duties,
powers, responsibilities and authority of a treasurer of a
corporation and shall, unless otherwise provided by the
Board of Directors, be the chief financial and accounting
officer of the Corporation.  The Treasurer shall perform
such other duties and shall have such other powers,
responsibilities and authority as may be prescribed
elsewhere in these Bylaws or from time to time by the Board.

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

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

4.12 Duties of Officers May Be Delegated.  If any officer of
the Corporation is absent or unable to act, or for any other
reason that the Board of Directors may deem sufficient, the
Board may delegate, for the time being, some or all of the
functions, duties, powers, responsibilities and authority of
any officer to any other officer, or to any other agent or
employee of the Corporation or other responsible person,
provided a majority of the whole Board concurs.

                 ARTICLE V - INDEMNIFICATION

5.1  Indemnification in Actions by Third Parties.  The
Corporation shall indemnify each person who has been or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative, investigative or appellate
(other than an action by or in the right of the Corporation)
by reason of the fact that such person is or was serving in
an Indemnifiable Capacity against all liabilities and
expenses, including, without limitation, judgments, amounts
paid in settlement (provided that such settlement and all
amounts paid in connection therewith are approved in advance
by the Corporation in accordance with Bylaw 5.4, which
approval shall not be unreasonably withheld or delayed),
attorneys' fees, ERISA excise taxes or penalties, fines and
other expenses actually and reasonably incurred by such
person in connection with such action, suit or proceeding
(including, without limitation, the investigation, defense,
settlement or appeal of such action, suit or proceeding) if
such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful; provided,
however, that the Corporation shall not be required to
indemnify or advance expenses to any such person seeking
indemnification or advancement of expenses in connection
with an action, suit or proceeding initiated by such person
(including, without limitation, any cross-claim or
counterclaim) unless the initiation of such action, suit or
proceeding was authorized by the Board of Directors of the
Corporation or as otherwise provided in Bylaw 5.4.  The
termination of any such action, suit or proceeding by
judgment, order, settlement, conviction or under a plea of
nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, that such person had reasonable cause to believe
that such person's conduct was unlawful.

5.2  Indemnification In Derivative Action. The Corporation
shall indemnify each person who has been or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by or in the right of
the Corporation to procure a judgment in its favor by reason
of the fact that such person is or was serving in an
Indemnifiable Capacity against amounts paid in settlement
thereof (provided that such settlement and all amounts paid
in connection therewith are approved in advance by the
Corporation in accordance with Bylaw 5.4, which approval
shall not be unreasonably withheld or delayed) and all
expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or
settlement of such action, suit or proceeding (including,
without limitation, the investigation, defense, settlement
or appeal of such action, suit or proceeding) if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of
the Corporation; provided, however, that no indemnification
under this Bylaw 5.2 shall be made in respect of any claim,
issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of such person's duty to the Corporation unless
and only to the extent that the court in which the action,
suit or proceeding is brought determines upon application
that, despite the adjudication of liability and in view of
all the circumstances of such case, the person is fairly and
reasonably entitled to indemnity for such expenses which the
court shall deem proper.

5.3  Indemnification for Success on the Merits or Otherwise.
Notwithstanding the other provisions of this Article V, to
the extent that a person who is or was serving in an
Indemnifiable Capacity has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in Bylaw 5.1 or 5.2 (including, without
limitation, the dismissal of any such action, suit or
proceeding without prejudice or, with the prior approval of
the Corporation in accordance with Bylaw 5.4, the settlement
of such action, suit or proceeding without admission of
fault or liability), or in defense of any claim, issue or
matter therein, such person shall be indemnified against any
amounts which may be approved by the Corporation to be paid
in settlement of any such action, suit or proceeding and
against expenses (including attorneys fees) actually and
reasonably incurred by such person in connection therewith.

5.4  Determination of Right to Indemnification. Prior to
indemnifying a person pursuant to the provisions of Bylaw
5.1 or 5.2, unless ordered by a court and except as
otherwise provided by Bylaw 5.3, the Corporation shall
determine that such indemnification is proper in the
circumstances because such person has met the specified
standard of conduct entitling such person to indemnification
as set forth under Bylaw 5.1 or 5.2. Any determination that
a person shall or shall not be indemnified under the
provisions of Bylaw 5.1 or 5.2 shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to the action, suit or
proceeding, (ii) if such quorum is not obtainable, or even
if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion,
or (iii) by the shareholders, and such determination shall
be final and binding upon the Corporation; provided,
however, that in the event such determination is adverse to
the person to be indemnified hereunder, such person shall
have the right to maintain an action in any court of
competent jurisdiction against the Corporation to determine
whether or not such person has met the requisite standard of
conduct and is entitled to such indemnification hereunder.
For the purposes of such court action, an adverse
determination as to the eligibility of a person for
indemnification made pursuant to any of clauses (i), (ii) or
(iii) of this Bylaw 5.4 shall not constitute a defense to
such action nor create a presumption regarding such persons
eligibility for indemnification hereunder.  If such court
action is successful and the person is determined to be
entitled to such indemnification, such person shall be
reimbursed by the Corporation for all fees and expenses
(including attorneys' fees) actually and reasonably incurred
in connection with any such action (including, without
limitation, the investigation, defense, settlement or appeal
of such action).

5.5  Advancement of Expenses. Expenses (including attorneys'
fees) actually and reasonably incurred by a person who may
be entitled to indemnification hereunder in defending an
action, suit or proceeding, whether civil, criminal,
administrative, investigative or appellate, shall be paid by
the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an
undertaking by or on behalf of such person to repay such
amount unless it shall ultimately be determined that such
person is entitled to indemnification by the Corporation. In
no event shall any advance be made in instances where it is
reasonably determined that such person would not be entitled
to indemnification hereunder or that such person
deliberately breached such person's duty to the Corporation
or its shareholder (i) by the Board by a majority vote of a
quorum consisting of directors who were not parties to the
action, suit or proceeding, (ii) if such quorum is not
obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the shareholders,
and such determination shall be final and binding upon the
Corporation.

5.6  Non-Exclusivity. The indemnification and the
advancement of expenses provided by this Article V shall not
be exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled
under any statute, the Articles of Incorporation, these
Bylaws or any agreement, vote of shareholders or
disinterested directors, policy of insurance or otherwise,
both as to action in their official capacity and as to
action in another capacity while holding their respective
offices, and shall not limit in any way any right which the
Corporation may have to make additional indemnifications
with respect to the same or different persons or classes of
persons. The indemnification and advancement of expenses
provided by this Article V shall continue as to a person who
has ceased to serve in an Indemnifiable Capacity and shall
inure to the benefit of the heirs, executors and
administrators of such a person.

5.7  Insurance. Upon resolution passed by the Board of
Directors, the Corporation may purchase and maintain
insurance on behalf of any person who is or was serving in
an Indemnifiable Capacity against any liability asserted
against such person and incurred by such person in any such
capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to
indemnify such person against such liability under the
provisions of this Article V. Notwithstanding anything in
this Article V to the contrary: (i) the Corporation shall
not be obligated to indemnify any person serving in an
indemnifiable Capacity for any amounts which have been paid
directly to such person by any insurance maintained by the
Corporation; and (ii) any indemnification provided pursuant
to this Article V (A) shall not be used as a source of
contribution to, or as a substitute for, or as a basis for
recoupment of any payments pursuant to, any indemnification
obligation or insurance coverage which is available from any
Other Enterprise, and (B) shall become operative, and
payments shall be required to be made thereunder, only in
the event and to the extent that the amounts in question
have not been fully paid by any indemnification obligation
or insurance coverage which is available from any Other
Enterprise.

5.8  Vesting of Rights. The rights granted or created hereby
shall be vested in each person entitled to indemnification
hereunder as a bargained-for contractual condition of such
person's serving or having served in an Indemnifiable
Capacity and, while this Article V may be amended or
repealed, no such amendment or repeal shall release,
terminate or adversely affect the rights of such person
under this Article V with respect to any act taken or the
failure to take any act by such person prior to such
amendment or repeal or with respect to any action, suit or
proceeding with respect to such act or failure to act filed
after such amendment or repeal.

5.9  Definitions. For purposes of this Article V, references
to:

     (a)  "the Corporation" shall, if and only if the Board
of Directors so determines, include, in addition to the
resulting or surviving corporation, any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority
to indemnify a person who serves in an Indemnifiable
Capacity so that any person who is or was serving in an
Indemnifiable Capacity as to a constituent corporation shall
stand in the same position under the provisions of this
Article V with respect to the resulting or surviving
corporation as such person would if such person had served
the resulting or surviving corporation in the same capacity;

          (b)  "Other Enterprise" or "Other Enterprises"
shall include, without limitation, any other corporation,
partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise;

          (c)  "fines" shall include any excise taxes
assessed against a person with respect to an employee
benefit plan;

          (d)  "defense" shall include investigations of any
threatened, pending or completed action, suit or proceeding
as well as appeals thereof and shall also include any
defensive assertion of a cross-claim or counterclaim;

          (e)  "serving at the request of the Corporation"
shall include any service by a person in an Indemnifiable
Capacity which imposes duties on, or involves services by,
such person with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in
good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interests of the
Corporation" as referred to in this Article V; and

          (f)  "Indemnifiable Capacity" shall include
service by a person as a director or officer of the
Corporation or, at the Corporation's request, service by a
person as a director, officer, trustee or in any other
comparable position of an Other Enterprise.

For the purpose of this Article V, unless the persons
described by Bylaw 5.4 making a determination as to
indemnification shall determine otherwise, any director or
officer of the Corporation who shall serve as a director,
officer, trustee or in any other comparable position of an
Other Enterprise of which the Corporation, directly or
indirectly, is a shareholder or creditor or in which the
Corporation is in any way interested, shall be presumed to
be serving as such at the request of the Corporation. In all
other instances where any person shall serve as a director,
officer, trustee or in any other comparable position of an
Other Enterprise, if it is not otherwise established that
such person is or was serving at the request of the
Corporation, the persons described by Bylaw 5.4 making a
determination as to indemnification shall determine whether
such person is or was serving at the request of the
Corporation, and it shall not be necessary to show any
actual or prior request for such service, which
determination shall be final and binding on the Corporation
and the person seeking indemnification.

5.10 Severability. If any provision of this Article V or the
application of any such provision to any person or
circumstance is held invalid, illegal or unenforceable for
any reason whatsoever. the remaining provisions of this
Article V and the application of such provision to other
persons or circumstances shall not be affected thereby and,
to the fullest extent possible, the court finding such
provision invalid, illegal or unenforceable shall modify and
construe the provision so as to render it valid and
enforceable as against all persons or entities and to give
the maximum possible protection to persons subject to
indemnification hereby within the bounds of validity,
legality and enforceability. Without limiting the generality
of the foregoing, if any person who is or was serving in an
Indemnifiable Capacity is entitled under any provision of
this Article V to indemnification by the Corporation for
some or a portion of the judgments, amounts paid in
settlement, attorneys' fees, ERISA excise taxes or
penalties, fines or other expenses actually and reasonably
incurred by any such person in connection with any
threatened, pending or completed action, suit or proceeding
(including, without limitation, the investigation, defense,
settlement or appeal of such action, suit or proceeding),
whether civil, criminal, administrative, investigative or
appellate, but not, however, for all of the total amount
thereof, the Corporation shall nevertheless indemnify such
person for the portion thereof to which such person is
entitled.

                     ARTICLE VI - STOCK

6.1  Payment for Shares of Stock. The Corporation shall not
issue shares of stock of the Corporation except for money
paid, labor done or property actually received or in
consideration of valid bona fide antecedent debts. No note
or obligation given by any shareholder, whether secured by
deed of trust, mortgage or otherwise, shall be considered as
payment of any part or any share or shares, and no loan of
money for the purpose of such payment shall be made by the
Corporation.

6.2  Certificates Representing Shares of Stock. The
certificates representing shares of stock of the Corporation
shall be issued in numerical order and shall be in such form
as may be prescribed by the Board of Directors in conformity
with law. The issuance of shares shall be entered in the
stock books of the Corporation as they are issued. Such
entries shall show the name and address of the person, firm,
partnership, corporation or association to whom each
certificate is issued. Each certificate shall have printed,
typed or written thereon the name or the person, firm,
partnership, corporation or association to whom it is issued
and the number of shares represented thereby. It shall be
signed by the President, an Executive Vice President or a
Vice President and by the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer of the Corporation,
and sealed with the seal of the Corporation. Any or all
signatures on such certificate may be facsimiles and the
seal may be facsimile, engraved or printed. In case any such
officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon any such
certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, such
certificate may nevertheless be issued by the Corporation
with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue.

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

6.4  Closing of Transfer Books.  The Board of Directors
shall have power to close the stock transfer books of the
Corporation for a period not exceeding seventy (70) days
preceding the date of any meeting of the shareholders, or
the date of payment of any dividend, or the date for the
allotment of rights, or the date when any change or
conversion or exchange of shares shall go into effect;
provided, however, that in lieu of closing the stock
transfer books, the Board of Directors may fix in advance a
date, not exceeding seventy (70) days preceding the date of
any meeting of shareholders, or the date for the payment of
any dividend, or the date for the allotment of rights, or
the date when any change or conversion or exchange of shares
shall go into effect, as a record date for the determination
of the shareholders entitled to notice of, and to vote at,
any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend, or entitled to any
such allotment of rights, or entitled to exercise the rights
in respect of any such change, conversion or exchange of
shares. In such case only the shareholders who are
shareholders of record on the date of closing of the
transfer books or on the record date so fixed shall be
entitled to notice of, and to vote at, such meeting, and any
adjournment thereof, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of
any shares on the books of the Corporation after such date
of closing of the transfer books or such record date fixed
as aforesaid.

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

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

               ARTICLE VII - CORPORATE FINANCE

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

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

          (b)  increasing or decreasing stated capital;

          (c)  transferring surplus to stated capital;

          (d)  transferring stated capital to surplus;

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

          (f)  determining all similar or related matters;

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

7.2  Dividends.

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

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

          (c)  A member of the Board of Directors shall be
fully protected in relying in good faith upon the books of
account of the Corporation or statements prepared by any of
the Corporation's officials as to the value and amount of
the assets, liabilities and earnings of the Corporation, or
any facts pertinent to the existence and amount of surplus
or other funds from which dividends might properly be
declared and paid.

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

              ARTICLE VIII - GENERAL PROVISIONS

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

8.2  Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation and the words:
"Corporate Seal - Missouri." The corporate seal may be used
by causing it, or a facsimile thereof, to be impressed or
affixed or in any manner reproduced. As provided in section
(c) of Bylaw 4.10, the Secretary of the Corporation shall
have the authority to affix and attest the corporate seal.
The Board of Directors may give general authority to any
other officer of the Corporation to affix the corporate seal
and, when so affixed, to attest the seal by such officer's
signature.

8.3  Depositories. The moneys of the Corporation shall be
deposited in the name of the Corporation in such bank or
banks or other depositories as the Board of Directors shall
designate, and shall be drawn out only by check or draft
signed by persons designated by resolution adopted by the
Board. Notwithstanding the foregoing, the Board may by
resolution authorize an officer or officers of the
Corporation to designate any bank or banks or other
depositories in which moneys of the Corporation may be
deposited, and to designate the persons who may sign checks
or drafts on any particular account or accounts of the
Corporation, whether created by direct designation of the
Board or by an authorized officer or officers as aforesaid.

8.4  Contracts with Officers or Directors or Their
Affiliates.

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

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

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

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

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

8.5  Amendments. Except as may be specified in Article V of
these Bylaws, these Bylaws may from time to time be altered,
amended or repealed, or new Bylaws may be adopted, in the
manner provided in the Articles of Incorporation or by law.

8.6  Issuing Public Corporation; Control Share Acquisitions.
Unless the Articles of Incorporation otherwise provide, this
Corporation is an "issuing public corporation" for purposes
of Section 351.015 of The General and Business Corporation
Law of Missouri and any "control share acquisition," as
defined in Section 351.015 of The General and Business
Corporation Law of Missouri, of the shares of this
Corporation must be made in the manner provided by Section
351.407 of The General and Business Corporation Law of
Missouri and other applicable laws.