<PAGE> 1
                                                                EXHIBIT NO. 3-2

                                   BY-LAWS

                                     OF

                      MERCANTILE BANCORPORATION INC.







                   ADOPTED BY ITS BOARD OF DIRECTORS
                           JANUARY 12, 1995





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                                   BY-LAWS
                                     OF
                      MERCANTILE BANCORPORATION INC.


                              ARTICLE I.  OFFICES
                              -------------------

The principal office of the Corporation in the State of Missouri shall be
located at Mercantile Tower, Seventh and Washington Streets, St. Louis,
Missouri.  The Corporation may have such other offices, either within or
without the State of Missouri, as the Board of Directors may designate or as
the business of the Corporation may require from time to time.

The registered office of the Corporation required by the General and Business
Corporation Law of Missouri to be maintained in the State of Missouri may be,
but need not be, identical with the principal office in the State of Missouri,
and the address of the registered office may be changed from time to time by
the Board of Directors.


                           ARTICLE II.  SHAREHOLDERS
                           -------------------------

Section 1.  Annual Meeting.  The annual meeting of the shareholders shall be
--------------------------
held on the fourth Thursday in the month of April in each year, beginning with
the year 1974, at the hour of 10:00 a.m., or at such other hour as shall be
determined by the Board of Directors and stated in the notice of the meeting,
for the purpose of electing Directors and for the transaction of such other
business as may come before the meeting.  If the day fixed for the annual
meeting shall be a legal holiday in the State of Missouri, such meeting shall
be held on the first immediately preceding Thursday which is not a legal
holiday.  If the election of Directors shall not be held on the day designated
herein or at any annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as conveniently may be.

Section 2.  Special Meeting.  Special meetings of the shareholders, for any
---------------------------
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman of the Board or by the Board of Directors at any time in their
sole discretion.  At any special meeting of shareholders, only such business
shall be conducted as shall have been set forth in the notice of meeting sent
in accordance with Section 4 of this Article II.

Section 3.  Place of Meeting.  The Board of Directors may designate any place,
----------------------------
either within or without the State of Missouri, as the place of meeting for
any annual meeting or for any special meeting called by the Board of
Directors.  A waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place, either within or without

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the State of Missouri, as the place for the holding of such meeting.  If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the Corporation in the State of
Missouri.

Section 4.  Notice of Meeting.  Written notice stating the place, day and hour
-----------------------------
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall, unless otherwise prescribed by statute, be
delivered not less than ten or more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the Chairman
of the Board or the Secretary, to each shareholder of record entitled to vote
at such meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.

Section 5.  Closing of Transfer Books or Fixing of Record Date.  For the
--------------------------------------------------------------
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days.  If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten days immediately preceding such meeting.  In
lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty days and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken.  If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination
of shareholders.  When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

Section 6.  Voting Lists.  The officer or agent having charge of the stock
------------------------
transfer books for shares of the Corporation shall make a complete list of the
shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and
the number of shares held by each.  Such list shall 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 for the purposes thereof.

Section 7.  Quorum.  A majority of the outstanding shares of the Corporation
------------------
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders.  If less than a majority of the outstanding
shares are represented at a meeting,

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a majority of the shares so represented may adjourn the meeting from time to
time without further notice.  At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.  The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

Section 8.  Proxies.  At all meetings of shareholders, a shareholder may vote
-------------------
in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact.  Such proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting.  No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
in the proxy.

Section 9.  Voting of Shares.  Subject to the provisions of Section 12 of this
----------------------------
Article II, each outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10.  Voting of Shares by Certain Holders.  Shares standing in the name
------------------------------------------------
of another corporation may be voted by such officer, agent or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

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

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.

Section 11.  Informal Action by Shareholders.  Any action required to be taken
--------------------------------------------
at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent 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.

Section 12.  Cumulative Voting.  At each election for Directors, every
------------------------------
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of

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shares owned by him for as many persons as there are Directors to be elected
and for whose election he has a right to vote, or to cumulate his votes by
giving one candidate as many votes as the number of such Directors multiplied
by the number of his shares shall equal, or by distributing such votes on the
same principle among any number of candidates.

Section 13.  Shares of Other Corporations.  Shares of another corporation
-----------------------------------------
owned by or standing in the name of the Corporation may be voted by such
person or persons as may be designated by the Board of Directors and in the
absence of any such designation, the Chairman of the Board, the President or
any Vice Chairman of the Board or any Executive Vice President shall have the
power to vote such shares.

Section 14.  Notice of Shareholder Nominees.  Only persons who are nominated
-------------------------------------------
in accordance with the procedures set forth in this Section 14 shall be
eligible for election as Directors of the Corporation.  Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of shareholders (a) by or at the direction of the Board of Directors
or (b) by any shareholder of the Corporation entitled to vote for the election
of Directors at such meeting who complies with the procedures set forth in
this Section 14.  All nominations by shareholders shall be made pursuant to
timely notice in proper written form to the Secretary of the Corporation.  To
be timely, a shareholder's notice shall be delivered to or mailed and received
at the principal executive offices of the Corporation not less than 30 days
nor more than 60 days prior to the meeting; provided, however, that in the
event that less than 40 days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made.  To be in proper written form, such
shareholder's notice shall set forth in writing (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a Director,
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, including, without limitation, such person's written consent
to being named in the proxy statement as a nominee and to serving as a
Director if elected; and (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the Corporation's books, of such
shareholder and (ii) the class and number of shares of the Corporation which
are beneficially owned by such shareholder.  At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
Director shall furnish to the Secretary of the Corporation that information
required to be set forth in a shareholder's notice of nomination which
pertains to the nominee.  In the event that a shareholder seeks to nominate
one or more Directors, the Secretary shall appoint two inspectors, who shall
not be affiliated with the Corporation, to determine whether a shareholder has
complied with this Section 14.  If the inspectors shall determine that a share
holder has not complied with this Section 14, the inspectors shall direct the
chairman of the meeting to declare to the meeting that the nomination was not
made in accordance with the procedures prescribed by the

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By-Laws of the Corporation, and the chairman shall so declare to the meeting
and the defective nomination shall be disregarded.

Section 15.  Procedures for Submission of Shareholder Proposals at Annual
-------------------------------------------------------------------------
Meeting.  At any annual meeting of the shareholders of the Corporation, only
-------
such business shall be conducted as shall have been brought before the meeting
(i) by or at the direction of the Board of Directors or (ii) by any
shareholder of the Corporation who complies with the procedures set forth in
this Section 15.  For business properly to be brought before an annual meeting
by a shareholder, the shareholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.  To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the meeting; provided, however, that in the event that
less than 40 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be
timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made.  To be in proper written form, a
shareholder's notice to the Secretary shall set forth in writing as to each
matter the shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (ii) the
name and address, as they appear on the Corporation's books, of the
shareholder proposing such business, (iii) the class and number of shares of
the Corporation which are beneficially owned by the shareholder and (iv) any
material interest of the shareholder in such business.  Notwithstanding
anything in the By-Laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 15.  The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 15, and,
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.


                       ARTICLE III.  BOARD OF DIRECTORS
                       --------------------------------

Section 1.  General Powers.  The business and affairs of the Corporation shall
--------------------------
be managed by its Board of Directors.

Section 2.  Number, Tenure and Qualifications.  The number of Directors to
---------------------------------------------
constitute the Board of Directors shall be nineteen (19); provided, however,
that such number may be fixed, from time to time, at not less than twelve (12)
nor more than twenty-four (24) by an amendment of this Article III, Section 2
of the By-Laws or by a resolution of the Board of Directors adopted, in either
case, by the vote or consent of at least sixty-six and two-thirds percent
(66-2/3%) of the number of Directors then authorized by, or in the manner
provided in, this Article III, Section 2 of the By-Laws.  Any such change
shall be reported to the Secretary of State of the State of Missouri within
thirty (30) calendar days of such change.

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The Directors shall be divided into three classes:  Class I, Class II and Class
III; and the number of Directors in such classes shall be as nearly equal as
possible.  The term of office of the initial Class I Directors shall expire at
the annual meeting of shareholders of the Corporation in 1986; the term of
office of the initial Class II Directors shall expire at the annual meeting of
shareholders of the Corporation in 1987; and the term of office of the initial
Class III Directors shall expire at the annual meeting of shareholders of the
Corporation in 1988; or in each case until their respective successors are duly
elected and qualified.  At each annual election held after 1985, the Directors
chosen to succeed those whose terms then expire shall be identified as being of
the same class as the Directors they succeed and shall be elected for a term of
three (3) years expiring at the third succeeding annual meeting or thereafter
until their respective successors are duly elected and qualified.  If the
number of Directors is changed, any increase or decrease in the number of
Directors shall be apportioned among the classes so as to maintain the number
of Directors in each class as nearly equal as possible.  Directors need not be
residents of the State of Missouri or shareholders of the Corporation.

Section 3.  Regular Meetings.  A regular meeting of the Board of Directors
----------------------------
shall be held without other notice than this By-Law immediately after, and at
the same place as, the annual meeting of shareholders.  The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Missouri, for the holding of additional regular meetings without
other notice than such resolution.

Section 4.  Special Meetings.  Special meetings of the Board of Directors may
----------------------------
be called by or at the request of the Chairman of the Board or any Director.
The person authorized to call special meetings of the Board of Directors may
fix any place, either within or without the State of Missouri, as the place
for holding any special meeting of the Board of Directors called by him.

Section 5.  Notice.  Notice of any special meeting shall be given at least two
------------------
days previously thereto by written notice delivered personally or mailed to
each Director at his business address, or by telegram.  If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid.  If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company.  Any Director may waive notice of any meeting.  The
attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting, except where a Director attends a 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 or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

Section 6.  Quorum.  A majority of the number of Directors fixed by, or in the
------------------
manner set forth in, Section 2 of this Article III shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors, but
if less than such majority is present at a

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meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice.

Section 7.  Manner of Acting.  Except as specifically provided in these
----------------------------
By-Laws, the act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

Section 8.  Action Without a Meeting.  Any action that may be taken by the
------------------------------------
Board of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the Directors.

Section 9.  Vacancies and Removal.  Any vacancy occurring in the Board of
---------------------------------
Directors because of death, resignation, removal, or an increase in the number
of Directors, may be filled by the affirmative vote of a majority of Directors
surviving or remaining in office.  Any Director elected to fill a vacancy in
any class (whether such vacancy is caused by death, resignation, or removal,
or by an increase in the number of Directors in such class) shall hold office
for a term which shall expire with the term of the Directors in such class.
At a meeting called expressly for that purpose, the entire Board of Directors,
or any individual Director or Directors, may be removed without cause, only
upon the affirmative vote of the holders of at least seventy-five percent
(75%) of the total votes to which all of the shares then entitled to vote at a
meeting of shareholders called for an election of Directors are entitled;
provided, however, that, if less than the entire Board of Directors is to be
so removed without cause, no individual Director may be so removed if the
votes cast against such Director's removal would be sufficient to elect such
Director if then cumulatively voted at an election of the class of Directors
of which such Director is a part.  At a meeting called expressly for that
purpose, any Director may be removed by the shareholders for cause by the
affirmative vote of the holders of a majority of the shares entitled to vote
upon his election.

Section 10.  Compensation.  By resolution of the Board of Directors, each
-------------------------
Director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as Director or a fixed
sum for attendance at each meeting of the Board of Directors or both.  No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.

Section 11.  Presumption of Assent.  A Director of the Corporation who is
----------------------------------
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting.  Such right to dissent shall
not apply to a Director who voted in favor of such action.

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Section 12.  Board Committees.  The Board of Directors may designate one or
-----------------------------
more committees, consisting of two or more members of the Board, each of which
shall have the name, purpose, power and authority as may be established from
time to time by resolution adopted by majority of the entire Board of
Directors.


                             ARTICLE IV.  OFFICERS
                             ---------------------

Section 1.  Officers.  The principal executive officers of the Corporation
---------------------
shall be the Chairman of the Board, the President, one or more Vice Chairmen
of the Board, one or more Executive Vice Presidents, which shall be elected by
the Board of Directors, and which shall have a precedence in said order.  The
Board shall also elect a Secretary.  The Chairman of the Board may appoint or
direct the appointment of such other officers and assistant officers as may be
deemed necessary from time to time.  Any two or more offices may be held by
the same person, except the offices of President and Secretary.  Election or
appointment of an officer shall not of itself create contract rights.

Section 2.  Election and Term of Office.  The officers of the Corporation to
----------------------------------------
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders.  If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.

Section 3.  Removal.  Any officer, whether elected by the Board of Directors
--------------------
or appointed by, or at the direction of, the Chairman of the Board, may be
removed by the Chairman of the Board or in the judgment of the executive
officer of the Corporation having direct or indirect supervisory control over
such affected officer, when the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

Section 4.  Vacancies.  A vacancy in any office because of death, resignation,
----------------------
removal, disqualification or otherwise, may be filled by the Board of
Directors or by, or at the direction of, the Chairman of the Board, as
appropriate, for the unexpired portion of the term.

Section 5.  Chairman of the Board.  The Chairman of the Board shall be the
----------------------------------
principal executive officer of the Corporation and, subject to the control of
the Board of Directors, shall in general supervise and control all of the
business and affairs of the Corporation.  He shall, when present, preside at a
meeting of the shareholders and of the Board of Directors.  He may sign, with
the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has

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authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of Chairman of the Board and such other duties as
may be prescribed by the Board of Directors from time to time.

Section 6.  President.  Subject to the powers of the Chairman of the Board, as
----------------------
in these By-Laws set forth, and the powers of the Board of Directors, the
President shall have general supervision over the operations of the
Corporation and of its business, affairs and property, and the powers and
duties pertaining by law, regulation or practice to the office of President.
The President may sign with the Secretary, or any other proper officer of the
Corporation, certificates for shares of the Corporation and shall perform such
other duties as from time to time be assigned to him by the Chairman of the
Board or by the Board of Directors.

Section 7.  Vice Chairman of the Board.  The Vice Chairmen of the Board, who
---------------------------------------
may be, but need not be, members of the Board of Directors, subject to the
powers of the Chairman of the Board and to the powers of the  President, as in
these By-Laws set forth, and of the powers of the Board of Directors, shall
have and may exercise all the rights, powers, duties of an executive officer
of the Corporation, and the signature and acknowledgment of a Vice Chairman of
the Board to all instruments which shall be lawfully executed by the
Corporation shall be valid and sufficient; and they shall perform such other
duties and exercise such other powers as the Chairman of the Board or the
President may from time to time prescribe.

Section 8.  Executive Vice President.  The Executive Vice Presidents, subject
-------------------------------------
to the control of the Chairman of the Board and others having precedence in
their order, shall have and may exercise all rights, powers and duties of an
executive officer of the Corporation, and the signature and acknowledgement of
an Executive Vice President to all instruments which may be lawfully executed
by the Corporation shall be valid and sufficient; and they shall perform such
other duties and exercise such other powers as the Chairman of the Board or
others have precedence in their order may from time to time prescribe.

Section 9.  The Secretary.  The Secretary shall: (a) keep the minutes of the
--------------------------
proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep
a register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (e) sign with the Chairman of
the Board, or the Vice Chairman of the Board, or the President, or a Vice
President, certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the Corporation; and (g) in
general perform all duties

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incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Chairman of the Board or by the Board of
Directors.

Section 10.  The Chief Financial Officer.  The Board of Directors may
-----------------------------------------
designate any Vice Chairman of the Board, Executive Vice President or Senior
Vice President as the Chief Financial Officer of the Corporation.  Upon such
designation of such officer shall be the chief financial officer of the
Corporation and shall have custody of all money and securities of the
Corporation.  Such officer shall see that adequate and correct accounts of the
Corporation's receipts and disbursements are kept, including records of
customers' credits and collections.  The Chief Financial Officer shall see
that the funds of the Corporation are deposited in the name of the Corporation
in such depositories as the Board of Directors may from time to time
designate. He shall have such other powers and perform such other duties as
are assigned to or vest in him by the Board of Directors, the Chairman of the
Board, or the President.

Section 11.  The Treasurer.  During any time when no Chief Financial Officer
---------------------------
has been designated, the Treasurer shall have the powers and duties set out in
these By-Laws for the Chief Financial Officer.  During any time when the Board
of Directors has designated a Chief Financial Officer, the Treasurer shall
assist him in carrying out the powers and duties of that office subject to the
precedence of the Chief Financial Officer. He shall have such other powers and
perform such other duties as are assigned to or vested in him by the Board of
Directors, the Chairman of the Board, the President or the Chief Financial
Officer.

Section 12.  Special Powers of Designated Officers.  Each officer elected by
---------------------------------------------------
the Board of Directors or appointed by, or at the direction of, the Chairman
of the Board shall have the authority to execute any instrument, agreement
and/or document relating to the business and property of the Corporation which
may be lawfully executed by the Corporation in the transaction of its
business, except as otherwise proscribed by the Board of Directors, the
executive officers of the Corporation and others having precedence in their
order over the affected officer.

Section 13.  Salaries.  The salaries of the officers shall be fixed from time
----------------------
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.


                  ARTICLE V.  CONTRACTS, CHECKS AND DEPOSITS
                  ------------------------------------------

Section 1.  Contracts.  The Board of Directors may authorize any officer or
---------------------
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

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<PAGE> 12
Section 2.  Loans.  No loans shall be contracted on behalf of the Corporation
-----------------
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors.  Such authority may be general or
confined to specific instances.

Section 3.  Checks, Drafts, etc.  All checks, drafts or other orders for the
--------------------------------
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

Section 4.  Deposits.  All funds of the Corporation not otherwise employed
--------------------
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.


            ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER
            -------------------------------------------------------

Section 1.  Certificates for Shares.  Certificates representing shares of the
-----------------------------------
Corporation shall be in such form as shall be determined by the Board of
Directors.  Such certificates shall be signed by the Chairman of the Board or
a Vice-Chairman or the President or a Vice President and by the Secretary or
an Assistant Secretary and sealed with the corporate seal or a facsimile
thereof.  The signatures of such officers upon the certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or one of its
employees.  All certificates for shares shall be consecutively numbered or
otherwise identified.  The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.  All
certificates surrendered to the Corporation for transfer shall be cancelled
and no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in
case of a lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

Section 2.  Transfer of Shares.  Transfer of shares of the Corporation shall
------------------------------
be made only on the stock transfer books of the Corporation by the holder of
record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares.  The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.

                                    -11-
<PAGE> 13

                           ARTICLE VII.  FISCAL YEAR
                           -------------------------

The fiscal year of the Corporation shall begin on the first day of January and
end on the thirty-first day of December in each year.


                           ARTICLE VIII.  DIVIDENDS
                           ------------------------

The Board of Directors may, from time to time, declare and the Corporation may
pay dividends on its outstanding shares in the manner, and upon the terms and
conditions provided by law.


                          ARTICLE IX.  CORPORATE SEAL
                          ---------------------------

The Board of Directors shall provide a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the Corporation and the
state of incorporation and the words, "Corporate Seal."


                         ARTICLE X.  WAIVER OF NOTICE
                         ----------------------------

Whenever any notice is required to be given to any shareholder or director of
the Corporation under the provisions of these By-Laws or under the provisions
of the General and Business Corporation Law of Missouri, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.


                            ARTICLE XI.  AMENDMENTS
                            -----------------------

These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by action of the Board of Directors at any regular or special meeting
provided that any amendment, alteration, change or repeal by the Board of
Directors of Sections 2 or 9 of Article III or this Article XI or the adoption
of any provision inconsistent therewith shall require the affirmative vote or
consent of sixty-six and two-thirds percent (66-2/3%) of the number of
Directors then authorized by, or in the manner provided in, the By-Laws.
Notwithstanding the foregoing or anything contained in the Articles of
Incorporation to the contrary, the amendment, alteration, change or repeal by
the shareholders of the Corporation of Sections 2 or 9 of Article III or this
Article XI of the By-Laws or the adoption of any provision inconsistent
therewith shall require the affirmative vote of at least seventy-five percent
(75%) of the total votes to which all of the then outstanding shares of
capital stock of the Corporation are entitled, voting together as a single
class unless such amendment, alteration, change or repeal has previously been
expressly approved by the Board of

                                    -12-
<PAGE> 14
Directors by the affirmative vote or consent of at least sixty-six and
two-thirds percent (66-2/3%) of the number of Directors then authorized by or
in the manner provided in, the By-Laws, in which case the shareholder vote
requirement determined by statute, the Articles of Incorporation or these
By-Laws shall control.




                                              /s/ Jon W. Bilstrom
                                              -----------------------------
                                              Jon W. Bilstrom
                                              Secretary and General Counsel
                                              Mercantile Bancorporation, Inc.



                                    -13-