Exhibit
      3.2











ANGELICA
      CORPORATION





INCORPORATED
      UNDER
      THE LAWS OF MISSOURI








BY-LAWS





REVISED
      FEBRUARY
      28, 1989





Amended:
            July
                25,
                1989September
                26,
                1989August
                25,
                1992January
                26,
                1993March
                30,
                1993September
                28,
                1993February
                22,
                1994May
                24,
                1994November
                26,
                1996February
                25,
                1997November
                25,
                1997January
                27,
                1998February
                24,
                1998August
                25,
                1998November
                30,
                1999February
                29,
                2000January
                30,
                2001March
                27,
                2001October
                28,
                2003January
                27,
                2004January
                17,
                2006March
                20,
                2006April
                28,
                2006August
                30,
                2006February
                16,
                2007





TABLE
      OF
      CONTENTS


PAGEARTICLE
                I:
                LOCATION AND OFFICESSection
                1:1
            Principal
                Office
            1Section
                1:2
            Other
                Offices
            1Section
                1:3
            Registered
                Office
            1ARTICLE
                II:
                SHAREHOLDERSSection
                2:1
            Annual
                Meeting
            1Section
                2:2
            Special
                Meetings
            1Section
                2:3
            Place
                of Meetings
            2Section
                2:4
            Notice
                of Meetings
            2Section
                2:5
            Quorum
            2Section
                2:6
            Organization
            2Section
                2:7
            Voting
            3Section
                2:8
            Election
                of Directors
            3Section
                2:9
            Persons
                Who May Vote Certain Shares
            3Section
                2:10
            List
                of Shareholders Kept on File Before
                Meeting
            3Section
                2:11
            Proxy
            4Section
                2:12
            Inspectors
                of Election
            4Section
                2:13
            Notice
                of Shareholder Nominees
            4Section
                2:14
            Procedures
                for Submission of Shareholder Proposals at
                Annual Meeting
            5Section
                2:15
            Conduct
                of Annual Meeting
            6ARTICLE
                III:
                DIRECTORSSection
                3:1
            General
                Powers
            6Section
                3:2
            Number
                and Qualification
            6Section
                3:3
            Term
                of Office
            7Section
                3:4
            Removal
                of Directors
            7Section
                3:5
            Vacancies
            7Section
                3:6
            Place
                of Meetings
            7Section
                3:7
            Organization
                Meetings
            8Section
                3:8
            Regular
                Meetings
            8Section
                3:9
            Special
                Meetings
            8Section
                3:10
            Quorum
            8Section
                3:11
            Compensation
            8Section
                3:12
            Actions
                of Directors in Lieu of
                Meeting
            9Section
                3:13
            Role
                of Lead Director
            9ARTICLE
                IV:
                COMMITTEESSection
                4:1
            Executive
                Committee
            10Section
                4:2
            Meetings
                of Executive Committee
            10Section
                4:3
            Emergency
                Management Committee
            10Section
                4:4
            Other
                Committees
            11











PAGEARTICLE
                V:
                OFFICERSSection
                5:1
            Officers
            11Section
                5:2
            Elected
                Officers
            11Section
                5:3
            Functional
                Responsibilities
            12Section
                5:4
            Absence,
                Disability or Death - Elected
                Officers
            13Section
                5:5
            Term
                of Office and Compensation
            13Section
                5:6
            Removal
            13Section
                5:7
            Vacancies
            13Section
                5:8
            Bonding
            13Section
                5:9
            Execution
                of Instruments
            13ARTICLE
                VI:
                CAPITAL STOCK AND DIVIDENDSSection
                6:1
            Certificates
                of Shares
            14Section
                6:2
            Numbers
                and Data on Certificates
            14Section
                6:3
            Cancellation
                of Certificates
            15Section
                6:4
            Registration
                and Change of Registration
            15Section
                6:5
            Regulations
                for Transfer
            15Section
                6:6
            Lost,
                Stolen, Destroyed or Mutilated
                Certificates
            15Section
                6:7
            Closing
                of Transfer Books and Record
                Dates
            16Section
                6:8
            Dividends
            16ARTICLE
                VII:
                MISCELLANEOUSSection
                7:1
            Corporate
                Seal
            16Section
                7:2
            Resignations
            17Section
                7:3
            Waiver
            17Section
                7:4
            Amendments
            17Section
                7:5
            Books
                and Records
            17Section
                7:6
            Severability
            17ARTICLE
                VIII:INDEMNIFICATION
                OF DIRECTORS, OFFICERSAND
                OTHERS;
                INSURANCESection
                8:1
            Liabilities
                Covered
            17Section
                8:2
            Procedure
                for Indemnification
            18Section
                8:3
            Advance
                Payment of Expenses
            19Section
                8:4
            Extent
                of Rights Hereunder
            19Section
                8:5
            Purchase
                of Insurance
            19Section
                8:6
            Indemnification
                Agreements
            20











BY-LAWS
      OF





ANGELICA
      CORPORATION








ARTICLE
      I : LOCATION
      AND
      OFFICES





Principal
      Office .





Section
      1:1. The principal office of the Company shall be at
      such place as the Board of Directors may from time to time determine, but until
      a change is effected such principal office shall be at 424 South Woods Mill
      Road, Chesterfield, Missouri 63017-3406.




Other
      Offices .




Section
      1:2. The Company may also have other offices, in such
      places (within or without the State of Missouri) as the Board of Directors
      may
      from time to time determine.





Registered
      Office .





Section
      1:3. The registered office of the Company shall be
      maintained in the State of Missouri, and may be, but need not be, identical
      with
      the principal office. The registered office may be changed from time to time
      by
      action of the Board of Directors and upon appropriate notice to the Secretary
      of
      State.




ARTICLE
      II : SHAREHOLDERS





Annual
      Meeting .





Section
      2:1. An annual meeting of the shareholders of the
      Company, for the purpose of electing Directors and for the transaction of such
      other business as properly may be brought before the meeting, shall be held
      on
      the last Tuesday in October of each year, if not a legal holiday, and if a
      legal
      holiday, then on the next secular day following, commencing at 10:00 a.m.





Special
      Meetings .





Section
      2:2. Special meetings of the shareholders may be held
      for any purpose and may be called only by the Chief Executive Officer or by
      the
      Board of Directors. At the written request of the Chief Executive Officer or
      upon receipt of a resolution adopted by at least a majority of the members
      of
      the Board of Directors, the Chairman of the Board or the Secretary shall issue
      a
      call for a special meeting of the shareholders. Business transacted at all
      special meetings of the shareholders shall be confined to the purposes stated
      in
      the notices of such meetings, unless the transaction of other business is
      consented to by the holders of all of the outstanding shares of stock of the
      Company entitled to vote at the meeting.





1




Place
      of
      Meetings .





Section
      2:3. All meetings of the shareholders shall be held at
      the principal office of the Company, or at such other place, within or without
      the State of Missouri, as stated in the notice of the meeting.





Notice
      of
      Meetings .





Section
      2:4. Unless waived, as provided in Section 7:3 of these
      By-Laws, written or printed notice of each meeting of the shareholders stating
      the place, day and hour of the meeting, and, in the case of a special meeting
      or
      where otherwise required by law, the purpose or purposes for which the meeting
      is called, shall, by or at the direction of the officer or other person calling
      the meeting, be delivered or given to each shareholder of record entitled to
      vote at such meeting, not less than ten (10) nor more than fifty (50) days
      (or
      such greater period as then provided by law) before the date of the meeting,
      either personally or by mail. Any notice of a shareholders' meeting sent by
      mail
      shall be deemed to be delivered when deposited in the United States mail, with
      postage thereon prepaid, addressed to the shareholder at his address as it
      appears on the records of the Company.





Quorum .





Section
      2:5. A majority of the outstanding shares entitled at
      the time to vote thereat, when represented either in person or by proxy at
      any
      meeting of the shareholders, shall constitute a quorum for the transaction
      of
      business, except as otherwise provided by law or the Articles of Incorporation;
      but in the absence of such a quorum, a majority of the shares represented at
      the
      meeting shall have the right successively to adjourn the meeting to a specified
      date not longer than ninety days after such adjournment, by action by a majority
      of the shares represented at such meeting and without the need to give notice
      to
      shareholders not present at the meeting. At such adjourned meeting, at which
      a
      quorum shall attend, all business may be transacted which might have been
      transacted at the original meeting; provided, that at such adjourned meeting
      no
      person who would not have been entitled to vote at the original meeting shall
      be
      permitted to vote. Every decision by a majority of such quorum shall be valid
      as
      an act of the Company unless a larger vote is required by law or by the Articles
      of Incorporation.





Organization .





Section
      2:6. The Chairman of the Board or in his absence, the
      Vice-Chairman of the Board, if any, or in his absence, the President, or in
      his
      absence, a Vice-President (in the order of priority as may be prescribed by
      Resolution of the Board of Directors), or in the absence of any Vice-President,
      the Secretary, or in their absence any other officer (in the order of seniority
      of age) shall call meetings of shareholders to order and act as chairman
      thereof. In case none of the officers is present, the shareholders present
      may
      elect a chairman of such meeting from among their members. The Secretary of
      the
      Company shall act as secretary of all meetings of the shareholders. In his
      absence, or in the event he shall be acting as chairman, the chairman may
      appoint any person to act as secretary.




2


Voting .





Section
      2:7.1. Every shareholder entitled to vote at a meeting
      of shareholders upon a particular question, pursuant to law or the Articles
      of
      Incorporation, shall have one vote for each share of stock so entitled to vote
      standing in his name on the books of the Company at the time fixed by law or
      pursuant to these By-Laws for the determination of the right to vote thereat.





Section
      2:7.2. The
      date for determining the shareholders entitled to vote at a meeting of
      shareholders shall be determined pursuant to Section 6:7 if action thereunder
      shall have been taken to establish the controlling date; otherwise, only the
      shareholders who are shareholders of record at the close of business on the
      twentieth day preceding the date of the meeting shall be entitled to notice
      of
      and vote at the meeting and any adjournment thereof, with the exception that
      if
      prior to the meeting, written waivers of notice of the meeting are signed and
      delivered to the Company by all shareholders of record at the time the meeting
      is convened, only the shareholders who are shareholders of record at the time
      the meeting is convened shall be entitled to vote at the meeting and any
      adjournment thereof.





Election
      of
      Directors .





Section
      2:8. In all elections for Directors of the Company, each
      shareholder entitled to vote for the election of Directors shall be entitled
      to
      one vote in person or by proxy for each share having voting power. In each
      election for Directors, no shareholder shall be entitled to vote cumulatively
      or
      to cumulate his votes.





Persons
      Who May
      Vote Certain Shares .





Section
      2:9. Shares standing in the name of another corporation,
      domestic or foreign, 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 standing in the
      name of a deceased person may be voted by his administrator or executor, either
      in person or by proxy, and shares standing in the name of a guardian, custodian,
      curator, or trustee, in whose name such shares are registered, may be voted
      by
      such fiduciary, either in person or by proxy. A shareholder whose shares are
      pledged shall be entitled to vote such shares until such shares have been
      transferred into the name of the pledgee, and thereafter the pledgee shall
      be
      entitled to vote the shares so transferred.





List
      of
      Shareholders Kept on File Before Meeting .





Section
      2:10. At least ten days before each meeting of the
      shareholders, the Secretary, or in the event of his absence or disability,
      an
      Assistant Secretary, shall prepare a complete list of shareholders entitled
      to
      vote at such meeting, arranged in alphabetical order with the address of and
      the
      number of shares held by each, which list, for a period of ten days prior to
      such meeting, shall be kept on file at the registered office of the Company
      and
      shall be subject to inspection by any shareholder at any time during usual
      business hours. Such list 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 Missouri, shall be prima facie evidence as to
      who
      are the shareholders entitled to examine such list or share ledger or transfer
      book or to vote at any




3




meeting
      of the
      shareholders. Failure to comply with the requirements of this section shall
      not
      affect the validity of any action taken at such meeting.





Proxy .





Section
      2:11. A shareholder may vote either in person or by
      proxy. A shareholder, or a shareholder’s duly authorized attorney in fact, may
      authorize another person to act for the shareholder as proxy by executing a
      written agreement to that effect, or by giving authorization by telephone or
      by
      the transmission of a telegram, cablegram, facsimile, electronic mail or other
      means of suitable electronic transmission to the person who will be the holder
      of the proxy or to a proxy solicitation firm, proxy support service organization
      or like agent duly authorized by the person who will be the holder of the proxy.
      No proxy shall be valid after eleven months from the date of its authorization,
      unless otherwise provided by the shareholder.





Inspectors
      of
      Election .





Section
      2:12. At each meeting of the shareholders the polls
      shall be opened and closed, the proxies and ballots shall be received and be
      taken in charge, and all questions touching the qualification of voters and
      validity of proxies and the acceptance or rejection of votes shall be decided
      by
      the chairman and secretary of the meeting as judges of election; provided,
      however, that upon request of any shareholder, but not otherwise, the chairman
      of the meeting shall appoint not less than two persons who are not Directors
      as
      inspectors to receive and canvass the votes given at such meeting and certify
      the result to him. Any inspector, before he enters on the duties of his office,
      shall take and subscribe the following oath, or any other oath as may be
      prescribed by law for such purpose, before any officer authorized by law to
      administer oaths: "I do solemnly swear that I will execute the duties of an
      inspector of the election now being held with strict impartiality, and according
      to the best of my ability." In all cases where the right to vote upon any share
      or shares shall be questioned, it shall be the duty of the inspectors, if any,
      or the persons conducting the vote, to examine the transfer books of the Company
      as evidence of shares held, and all shares entitled to vote that may appear
      standing thereon in the name of any person or persons shall be voted upon by
      such person or persons, either in person or by proxy.





Notice
      of
      Shareholder Nominees .





Section
      2:13. Only persons who are nominated in accordance with
      the procedures set forth in this Section 2:13 shall be eligible for election
      as
      Directors of the Company. Nominations of persons for election to the Board
      of
      Directors of the Company 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 Company
      entitled to vote for the election of Directors at such meeting who complies
      with
      the procedures set forth in this Section 2:13. All nominations by shareholders
      shall be made pursuant to timely notice in proper written form to the Secretary
      of the Company. To be timely, a shareholder’s notice shall be delivered to or
      mailed and received at the principal executive offices of the Company no less
      than 60 days or more than 90 days prior to the meeting; provided, however,
      that
      in the event that less than 70 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
      10 th 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




4




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 notice (i) the name and address,
      as they appear on the Company’s books, of such shareholder, and (ii) the class
      and number of shares of the Company 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 Director shall furnish to the Secretary
      of the Company that information required to be set forth in a shareholder’s
      notice of nomination which pertains to the nominee. In the event that the
      shareholder seeks to nominate one or more Directors, the Secretary shall appoint
      two inspectors, who shall not be affiliated with the Company, to determine
      whether a shareholder has complied with this Section 2:13. If the inspectors
      shall determine that a shareholder has not complied with this Section 2:13,
      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 By-Laws of the Company, and the chairman shall so declare to the meeting
      and
      the defective nomination shall be disregarded.





Procedures
      for
      Submission of Shareholder Proposals at Annual Meeting .





Section
      2:14. At any annual meeting of the shareholders of the
      Company, 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 Company who complies with the procedures set forth in this
      Section 2:14. 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 Company. To be timely, a shareholder’s
      notice shall be delivered to or mailed and received at the principal executive
      offices of the Company no less than 60 days or more than 90 days prior to the
      meeting; provided, however, that in the event that less than 70 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 10 th 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 (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
      Company’s books, of the shareholder proposing such business, (iii) the class and
      number of shares of the Company 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 2:14. The chairman of an annual meeting shall, if the
      facts warrant, determined and declare to the meeting in accordance with the
      provisions of this Section 2:14, 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.






5


Conduct
      of
      Annual Meeting .





Section
      2:15. 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 Company may to the extent not prohibited by law adopt
      by resolution such rules and regulations for the conduct of the meeting of
      shareholders as it shall deem appropriate. Except to the extent inconsistent
      with such rules and regulations as adopted by the Board of Directors, the
      chairman of any meeting of stockholders shall have the right and authority
      to
      prescribe such rules, regulations and procedures and to 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
      of
      Directors 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 or order of business for the meeting; (ii) rules
      and
      procedures for maintaining order at the meeting and the safety of those present;
      (iii) limitations on attendance at or participation in the meeting to
      shareholders of record of the Company, their duly authorized and constituted
      proxies or such other persons as the chairman of the meeting shall determine;
      (iv) restrictions on entry to the meeting after the time fixed for the
      commencement thereof; and (v) limitations on the time allotted to questions
      or
      comments by participants. Unless, and to the extent, determined by the Board
      of
      Directors or the chairman of the meeting, meetings of shareholders shall not
      be
      required to be held in accordance with the rules of parliamentary
      procedure.





ARTICLE
      III : DIRECTORS





General
      Powers .





Section
      3:1. The Board of Directors shall control and manage the
      business and property of the Company. The Board may exercise all such powers
      of
      the Company and do all lawful acts and things as are not by law, the Articles
      of
      Incorporation, or elsewhere in these By-Laws, directed or required to be
      exercised or done by the shareholders or some particular officer of the
      Company.





Number
      and
      Qualification .





Section
      3:2. The number of Directors shall be six; provided,
      however, that such number may be fixed, from time to time, at not less than
      three nor more than twelve by an amendment of this Section 3:2 of the By-Laws
      or
      by a resolution of the Board of Directors. Each change in the number of
      Directors (made either by amendment to this Section 3:2 of the By-Laws or by
      resolution of the Board of Directors as set forth in this Section 3:2) shall
      be
      reported to the Secretary of State of the State of Missouri within thirty
      calendar days of such change in number. Directors need not be
      shareholders.





Each
      Director shall
      be under the age of 72 years at the time of his election to the Board. If a
      Director attains his 72nd birthday prior to the expiration of his term, he
      shall
      serve until the next annual meeting at which time his office as Director shall
      thereupon automatically become vacant. Notwithstanding the above, a majority
      of
      the Board of Directors may elect to waive the age requirement for a
      Director/Nominee.




6


Term
      of
      Office .





Section
      3:3.  The
      Board of
      Directors shall be elected by the shareholders entitled by law or the Articles
      of Incorporation to vote for the election of Directors. For all elections prior
      to the 2007 Annual Shareholders Meeting, the Board of Directors has been and
      will be divided into three classes, each with three year terms of office ending
      in successive years. Each Director elected at or after the 2007 Annual
      Shareholders Meeting shall be elected for a one-year term of office. Directors
      elected prior to the 2007 Annual Shareholders Meeting shall serve the remaining
      duration of their three-year terms. Each Director, unless removed, resigned,
      disqualified, or otherwise separated from office, shall hold office for the
      term
      for which he is elected or until his successor shall have been elected and
      qualified.




Removal
      of
      Directors .





Section
      3:4. Directors may be removed at a meeting of
      shareholders called expressly for such purpose in the manner provided herein
      and
      subject to the limitations provided by law. The entire Board of Directors may
      be
      removed, with or without cause, by a vote of not less than 75% of all the
      outstanding shares entitled to vote at such meeting. Less than the entire Board
      of Directors may be removed, with or without cause, by a vote of not less than
      75% of all the outstanding shares entitled to vote at such meeting, except
      in
      such case no Director may be removed if the votes cast against his removal
      would
      be sufficient to elect him if then cumulatively voted at an election of the
      class of Directors of which he is a part. Such shareholders meeting shall be
      held at the registered office or principal office of the Company in Missouri
      or
      in the city or county in Missouri in which the principal business office of
      the
      Company is located.





Vacancies .





Section
      3:5. In case of any vacancy in the Board of Directors
      through death, resignation or removal pursuant to the By-Laws or as provided
      by
      law, of one or more of the directors, a majority of the surviving or remaining
      Directors may fill such vacancy or vacancies until the successor or successors
      are elected at the shareholders meeting that the class of Directors to which
      such directorship has been appointed is to be next presented for election by
      the
      shareholders. Unless otherwise provided in the Articles of Incorporation,
      vacancies on the Board of Directors resulting from any increase in the number
      of
      Directors to constitute the Board of Directors may be filled by a majority
      of
      Directors then in office, although less than a quorum, or by the sole remaining
      Director, until the shareholders meeting that the class of Directors to which
      such directorship has been appointed is to be next presented for election by
      the
      shareholders.





Place
      of
      Meeting .





Section
      3:6. The Board of Directors may hold its meetings at the
      principal office of the Company or at such other place or places within or
      without the State of Missouri as it may from time to time determine. Members
      of
      the Board of Directors may participate in a meeting of a Board 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 this manner shall constitute presence in person at the meeting.




7




Organization
      Meetings .





Section
      3:7. Organization meetings shall be held on a date set
      by the Board of Directors, provided that such date shall be either on the same
      day or a date subsequent to the Annual Meeting of Shareholders, and shall be
      held at the principal office of the Corporation or at such other place within
      or
      without the State of Missouri, as the Board may deem acceptable. No notice
      shall
      be required for any organization meeting.





Regular
      Meetings .





Section
      3:8. The Board of Directors from time to time, by
      resolution, may provide for regular meetings, which may thereafter be held
      at
      the time and place designated, without notice thereof to the Directors;
      provided, however, that any Director absent from the meeting at which such
      resolution was adopted shall be notified of the adoption thereof not less than
      3
      days prior to the first regular meeting to be held pursuant
      thereto.





Special
      Meetings .





Section
      3:9. Special meetings of the Board of Directors may be
      called by the Chairman of the Board, the Vice-Chairman of the Board, if any,
      the
      President, or any two Directors, and shall be held at the time and place (within
      or without the State of Missouri) specified in the call. Unless waived as
      hereinafter provided, notice of the time, place and purpose of each special
      meeting shall be delivered to each Director, either in person or by mail,
      postage prepaid and addressed to such Director, either at the most recent
      address which he has furnished the Secretary of the Company or at his last
      known
      resident address at least two days before such meeting. If given by mail, such
      notice shall be deemed delivered upon deposit in the United States mail, postage
      prepaid, and addressed in either manner aforesaid.





Quorum .





Section
      3:10. Except as otherwise provided by law, by the
      Articles of Incorporation, or elsewhere in these By-Laws, a majority of the
      full
      Board of Directors shall constitute a quorum for the transaction of business,
      and the act of a majority of the Directors present at a meeting at which a
      quorum is present shall be the act of the Board of Directors. In the absence
      of
      a quorum, a majority of the Directors present at a meeting, or the Director
      if
      there be only one present, or the Secretary if there be no Director present,
      may
      adjourn the meeting from time to time, not to exceed thirty days until a quorum
      be had. No notice other than announcement at the meeting need be given of such
      adjournment.





Compensation .





Section
      3:11. A Director may be entitled to receive (a) such
      transportation and other expenses incident to his attendance at any meeting
      of
      the Board of Directors or of any committee thereof of which he may be a member
      as the Board of Directors from time to time may determine, and (b) such
      compensation as the Board of Directors from time to time may
      determine.




8


Actions
      of
      Directors in Lieu of Meeting .





Section
      3:12. Any action which is required to be or may be
      taken at a meeting 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
      Directors. The consents shall have the same force and effect as a unanimous
      vote
      of the Directors at a meeting duly held and may be stated as such in any
      certificate or document filed pursuant to the provisions of Missouri law. The
      Secretary shall file the consents with the minutes of the meetings of the Board
      of Directors.




Role
      of Lead
      Director .




Section
      3:13.  The
      responsibilities of the lead independent director (the "Lead Director") will
      include:




(a)  the
      right as Lead
      Director only to call meetings of the Board of Directors;




(b)  the
      right as Lead
      Director only to call for and conduct executive sessions of the Board of
      Directors at which only outside, independent directors are permitted to be
      present, along with other persons invited to attend such sessions by the Lead
      Director or a majority of the outside, independent directors;




(c)  presiding
      at all
      meetings of the Board of Directors at which the Chairman of the Board of
      Directors (" Chairman ")
      is not present,
      including executive sessions of the independent directors;




(d)  serving
      as liaison
      between the Chairman and the independent directors;




(e)  approving
      or adding
      materials sent to the Board of Directors that are initially prepared by or
      under
      the direction of the Chairman;




(f)  approving
      or adding
      meeting agendas for the Board of Directors that are initially prepared by the
      Chairman;




(g)  approving
      meeting
      schedules that are initially prepared by the Chairman in order to assure that
      there is sufficient time for discussion of all agenda items;




(h)  making
      recommendations to the Board of Directors regarding the structure of Board
      of
      Directors meetings;




(i)  recommending
      matters for consideration by the Board of Directors;




(j)  serving
      as an
      independent point of contact for shareholders wishing to communicate with the
      Board of Directors other than through the Chairman;




(k)  collaborating
      with
      the Chairman on recommending tasks to be assigned to the appropriate
      committees;




(l)  with
      the approval
      of the Corporate Governance and Nominating Committee, overseeing the annual
      evaluation of the Board of Directors and its committees; and




9


(m)  the
      right to engage
      legal, financial and other advisers to represent the outside, independent
      directors.




ARTICLE
      IV:
      COMMITTEES





Executive
      Committee .





Section
      4:1. The Board of Directors may, at its discretion and
      by resolution adopted by a majority of all the members of the Board of
      Directors, designate an Executive Committee to consist of two or more Directors,
      one of whom shall be designated by the Board as Chairman of the Executive
      Committee. The Board of Directors may delegate to the Executive Committee any
      and all authority in the management of the Company otherwise vested in the
      Board
      of Directors. The Board of Directors shall have the power at any time to expand
      or limit the authority of, to fill vacancies in, to change the membership of,
      or
      to dissolve the Executive Committee. A majority of the members of the Executive
      Committee shall be sufficient to determine its action unless the Board of
      Directors shall otherwise provide for a greater percentage.





Meetings
      of
      Executive Committee .





Section
      4:2. Regular meetings of the Executive Committee may be
      held without call or notice at such times and places as the Executive Committee
      from time to time may fix. Other meetings of the Executive Committee may be
      called by any member thereof either by oral, telegraphic or written notice
      not
      later than the day prior to the date set for such meeting. Such notice shall
      state the time and place of the meeting and, if by telegraph or in writing,
      shall be addressed to each member at his address as shown by the records of
      the
      Secretary of the Company. Any member may, or upon request by any member, the
      Secretary shall, give the required notice calling the meeting. The Executive
      Committee shall keep a record of its proceedings, and shall regularly present
      such records to the Board of Directors. Members of the Executive Committee
      or
      any other Committee designated by the Board of Directors may participate in
      a
      meeting of the Committee by means of conference telephone or similar
      communications equipment whereby all persons participating in the meeting in
      this manner shall constitute presence in person at the meeting.





Emergency
      Management Committee .





Section
      4:3. The Board of Directors, by resolution of a majority
      of the whole Board, may appoint three or more persons to constitute an Emergency
      Management Committee or otherwise designate the manner in which the membership
      of such Committee shall be determined. To the extent provided in said
      resolution, and subject to the provisions of the Articles of Incorporation
      and
      these By-Laws, such Committee shall have and may exercise all the powers of
      the
      board of Directors in the management of the business and affairs of the Company
      but only during any period when the Board of Directors shall be unable to
      function by reason of vacancies therein caused by death, resignation or
      otherwise, and there shall be no Director remaining and able to fill such
      vacancies pursuant to Section 3:5 of Article III and until a Board of Directors
      shall have been duly constituted. Such Committee shall, during the time it
      is
      authorized to function as provided herein, have power to call special meetings
      of stockholders, to elect or appoint officers to fill vacancies as circumstances
      may require and to authorize the seal of the Company to be affixed to all papers
      which may require it. Such Committee shall




10




make
      its own rules
      of procedure. A majority of the Committee shall constitute a quorum. Any vacancy
      in the Committee caused by death, incapacity, resignation or otherwise may
      be
      filled by the remaining members though less than a quorum and any member so
      chosen shall serve until a Board of Directors has been duly
      constituted.





Other
      Committees .





Section
      4:4. Other Committees may be established from time to
      time by the Board of Directors. Such other Committees shall have such purpose(s)
      and such power(s), as the Board of Directors by resolution may confer. The
      Board
      of Directors or such officer or Committee as the Board of Directors may
      designate, shall have the power to appoint members of such other Committee,
      to
      remove any member thereof and to fill any vacancy therein, and to designate
      the
      Chairman of such other Committee. Unless otherwise provided by the Board of
      Directors, a majority of the members of such other Committee shall constitute
      a
      quorum, and the acts of a majority of the members present at a meeting at which
      a quorum is present shall be the act of such other Committee.




ARTICLE
      V . OFFICERS





Section
      5:1. The Principal Officers of the Company shall be a
      Chairman of the Board, a Vice-Chairman of the Board (if the Board shall choose
      to elect one), a Chief Executive Officer, a President, one or more Executive
      Vice-Presidents, one or more Vice-Presidents and/or Vice-Presidents of such
      designation as the Board shall deem appropriate, a Secretary, a Treasurer,
      one
      or more Controller(s) and such other officer or assistant officers as may be
      deemed necessary and elected by the Board of Directors. Each elected officer
      shall have all powers and duties usually incident to such elected office except
      as modified pursuant to the provisions of Sections 5:2 and 5:3. Any two or
      more
      offices may be held by the same person except that the offices of Chairman
      of
      the Board or of President and the office of the Secretary may not be held by
      the
      same person. Any officer elected by the Board may be specially designated by
      the
      Board with one or more functional titles.





Elected
      Officer .





Section
      5:2. The general duties of the elected officers shall be
      as set forth below:





(a) Chairman
      of the
      Board .
      The Board of
      Directors shall elect one of its number Chairman of the Board who shall preside
      at all meetings of the shareholders and of the Board of Directors at which
      he
      may be present. The Chairman of the Board shall have such other powers and
      duties as, from time to time, shall reside in or be assigned said office
      pursuant to the provisions of subsection (h) of this Section 5:2 and of Section
      5:3.





(b) Vice-Chairman
      of
      the Board .
      The Board of
      Directors may, in its discretion, elect one of its number Vice-Chairman of
      the
      Board who, in the absence of the Chairman of the Board, shall preside at all
      meetings of the shareholders and of the Board of Directors at which he may
      be
      present. The Vice-Chairman of the Board shall have such other powers and duties
      as, from time to time, shall reside in or be assigned said office pursuant
      to
      the provisions of subsection (h) of this Section 5:2 and Section
      5:3.





11


(c) President .
      When the Chairman
      of the Board, and the Vice-Chairman of the Board, if any, are absent the
      President shall preside at all meetings of the Board of Directors and shall
      have
      such other powers and duties as, from time to time shall reside in or be
      assigned to said office pursuant to the provisions of subsection (h) of this
      Section 5:2 and of Section 5:3.





(d) Executive
      Vice-President and Vice-President .
      Each Executive
      Vice-President and each Vice-President, of such designation as the Board has
      deemed appropriate, shall have such powers and duties as, from time to time,
      shall reside in or be assigned to said office pursuant to the provisions of
      subsection (h) of this Section 5:2 and of Section 5:3.





(e) Treasurer .
      Subject to the
      authority of the Chief Financial Officer of the Company, if there be one, the
      Treasurer shall have custody of, and be responsible for, all the funds and
      securities of the Company, and shall deposit and withdraw such funds and
      securities in and from such banks, trust companies, or other depositories as
      shall be selected by and in accordance with the resolutions adopted from time
      to
      time by the Board of Directors. He shall also have such other powers and duties
      as, from time to time shall reside in or be as assigned to said office pursuant
      to the provisions of subsection (h) of this Section 5:2 and of Section
      5:3.





(f) Secretary .
      The Secretary
      shall keep the minutes of the meetings of the shareholders, the Board of
      Directors (unless otherwise delegated by the Board to one of its members),
      and
      the Executive Committee, if any, shall see that all notices are duly given
      in
      accordance with the provisions of these By-Laws or as required by law, be
      custodian of the Company's records and seal, keep a register of the post office
      address of all shareholders, have general charge of the books and records of
      the
      Company, and sign such instruments with the President or other officers as
      may
      be required. The Secretary shall have such other powers and duties as, from
      time
      to time, shall reside in or be as assigned to said office pursuant to the
      provisions of subsection (h) of this Section 5:2 and of Section
      5:3.





(g) Controller .
      Subject to the
      authority of the Chief Financial Officer of the Company, if there be one, the
      Controller shall have custody of and be responsible for the maintenance of
      the
      books of account of the Company. He shall also have such other powers and duties
      as, from time to time shall reside in or be as assigned to said office pursuant
      to the provisions of subsection (h) of this Section 5:2 and of Section
      5:3.





(h) Other
      Duties and
      Responsibilities .
      Subject to the
      ultimate authority of the Board of Directors and its Executive Committee, if
      there be one, each of the officers elected or appointed by the Board of
      Directors, shall have such other duties and responsibilities as may be provided
      by law, and to the extent not in conflict with law, and as shall from time
      to
      time be assigned, modified or terminated by the Chief Executive Officer or
      his
      designee (which may be the person who is such officer's immediate superior
      as
      shown on any Company organization chart or similar document outlining job
      duties, responsibilities or accountabilities of the Company's officers as may
      be
      in effect from time to time).





Functional
      Responsibilities .





Section
      5:3. Chief
      Executive
      Officer .
      The Chief
      Executive Officer shall have active executive management of and ultimate
      responsibility for the conduct of the business operations of the Company. Such
      executive management shall include the assignment of responsibilities of other
      elected or appointed officers, provided however, that he may, in his sole
      discretion,




12


delegate
      his
      authority to assign the responsibilities of the other elected officers to an
      officer designated by him for that purpose. Unless such power is otherwise
      delegated to some other officer, agent or proxy, the Chief Executive Officer
      shall have full power and authority in behalf of the Company: (i) to act and
      to
      vote, as fully as the Company might do if present at any meeting, or any
      adjournment thereof, of the shareholders of a corporation in which the Company
      may hold stock; (ii) to waive notice of and consent to the holding of any such
      meeting or adjournment; and (iii) to sign a consent to action in lieu of any
      such meeting or adjournment.





Absence,
      Disability or Death - Elected Officers .





Section
      5:4. In the absence, disability or death of any elected
      Officer of the Company the duties and powers of such officer shall be performed
      first by the superior of such officer, or by such superior's designee, or second
      by the person who is the officer's subordinate as shown in any Company
      organization chart or similar document outlining job duties, responsibilities
      or
      accountabilities of such officer in effect from time to time.





Term
      of Office
      and Compensation .





Section
      5:5. The compensation of the elected or appointed
      officers of the Company shall be fixed by the Board of Directors; provided,
      however, that the Board of Directors may delegate to any committee or officer,
      other than the holder of the office involved, the power to fix the compensation
      of officers. All officers of the Company shall hold office only at the pleasure
      of the Board of Directors.





Removal .





Section
      5:6. Any officer elected by the Board of Directors may
      be removed by the Board of Directors with or without a hearing and with or
      without cause whenever in its judgement the best interests of the Company will
      be served thereby, but such removal shall be without prejudice to the contract
      rights, if any, of the person so removed.





Vacancies .





Section
      5:7. Any vacancy in any office because of death,
      resignation, removal, or any other cause shall be filled in the manner
      prescribed in these By-Laws for the election to such office.





Bonding .





Section
      5:8. If so required by the Board of Directors, or
      applicable Company policy an officer shall give bond for the faithful discharge
      of his duties in such form and amount and with such sureties as the Board of
      Directors may provide, but the premiums for any such bond shall be borne by
      the
      Company.





Execution
      of
      Instruments .





Section
      5:9. All bills of exchange, promissory notes, and checks
      issued, drawn, or made by the Company shall be signed by such officer or
      officers, or such individual or individuals, as the Board of Directors may
      from
      time to time designate therefor; provided, however, that in the




13




absence
      of any such
      designation, they may be signed on behalf of the Company by any two of the
      following officers: The Chairman of the Board, the Vice-Chairman of the Board,
      if any, the President, any Executive Vice President, any Vice-President, and
      the
      Treasurer. Any other contract or obligation of the Company shall be executed
      by
      such officer or officers, or such other individual or individuals, as the Board
      of Directors may direct, or, in the absence of such direction, by the Chairman
      of the Board, the Vice-Chairman of the Board, if any, the President, any
      Executive Vice-President, any Vice-President (of whatever designation he/she
      may
      have), the Secretary, the Treasurer, or an Assistant Secretary, provided,
      however, that any person designated as an authorized signer, whether by law,
      by
      action of the Board of Directors, by these By-Laws, or otherwise, shall, without
      exception, obtain the prior approvals, or the review of action, required by
      any
      resolution adopted by the Board of Directors expressing a policy governing
      the
      execution of documents intended to bind this Company. The seal of the Company
      may be affixed to instruments executed on its behalf by its proper officers
      and
      shall be affixed to such instruments as required by law and as the Board of
      Directors may direct. When affixed, the seal may be attested by the Secretary,
      an Assistant Secretary or by such other officer as the Board of Directors may
      direct.








ARTICLE
      VI : CAPITAL
      STOCK
      AND DIVIDENDS





Certificates
      of
      Shares .





Section
      6:1. The shares of the Company shall be represented by
      certificates, provided that the Board may provide by resolution or resolutions
      that some or all of any or all classes or series of its stock shall be
      uncertificated shares. Any such resolution shall not apply to shares represented
      by a certificate until such certificate is surrendered to the Company.
      Notwithstanding the adoption of such a resolution by the Board, every holder
      of
      stock represented by certificates shall be entitled to have a certificate,
      in
      such form as the Board shall prescribe, signed by, or in the name of the Company
      by the Chairman of the Board or by the President or an Executive Vice-President
      or a Vice President and by the Secretary or an Assistant Secretary or the
      Treasurer or an Assistant Treasurer, provided that the signatures of any such
      officers thereon may be facsimiles, engraved or printed, if such certificates
      are signed by a transfer agent other than the Company or its employee or by
      a
      registrar other than the Company or its employee. The seal of the Company shall
      be impressed, by original or by facsimile, printed or engraved, on all such
      certificates. 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
      Company with same effect as if such officer, transfer agent or registrar had
      not
      ceased to be such officer, transfer agent or registrar at the date of its
      issue.





Numbers
      and Data
      on Certificate .





Section
      6:2. All certificates shall be numbered as may be
      required by resolution of the Board of Directors, and each shall show thereon
      the name of the person owning the shares represented thereby, the number of
      such
      shares, and the date of issue, which information shall be entered on the
      Company’s books.





14





Cancellation
      of
      Certificates .





Section
      6:3. Every certificate surrendered to the Company for
      transfer or otherwise in exchange for a new certificate shall be marked
“cancelled” with the date of cancellation, and no new certificate(s) in lieu
      thereof shall be issued until the former certificate(s) for an equivalent number
      of shares shall have been surrendered and cancelled, except as otherwise
      provided in Section 6:6 of these By-Laws.





Registration
      and
      Change of Registration .





Section
      6:4. The names and addresses of the persons, firms or
      corporations owning the shares of stock in the Company, whether represented
      by
      certificates or not, together with the number of shares of stock owned by them
      respectively shall be registered on the books of the Company. The Company shall
      register transfers of shares of stock represented by certificates together
      with
      the date of such transfers if the certificates are (1) delivered and endorsed
      either in blank or to a specified person by the person appearing by the
      certificate to be the owner of the shares represented thereby, or (2) delivered
      together with a separate document containing a written assignment of the
      certificate or a power of attorney to sell, assign, or transfer the same or
      the
      share represented thereby, signed by the person appearing by the certificate
      to
      be the owner of the shares represented thereby (said assignment or power of
      attorney to be either in blank or to a specified person), or (3) delivered
      together with an assignment endorsed thereon or in a separate instrument signed
      by the trustee in bankruptcy, receiver, guardian, executor, administrator,
      custodian, or other person duly authorized by law to transfer the certificate
      on
      behalf of the person appearing by the certificate to be the owner of the shares
      represented thereby. The Company shall register transfers of shares of stock
      not
      represented by certificates together with the date of such transfers if the
      registered holder thereof delivers (1) a written assignment of the shares or
      a
      power of attorney to sell, assign, or transfer the shares, signed by the person
      appearing on the transfer books to be the owner of the shares represented
      thereby (said assignment or power of attorney to be either in blank or to a
      specified person), or (2) a written assignment of the shares endorsed thereon
      or
      in a separate instrument by the trustee in bankruptcy, receiver, guardian,
      executor, administrator, custodian, or other person duly authorized by law
      to
      transfer the shares on behalf of the person appearing on the transfer books
      to
      be the owner of the shares. Notwithstanding the above provisions on transfers
      of
      shares, the person in whose name shares stand on the books of the Company at
      the
      date of the closing of the transfer books or at the record date fixed by law
      or
      pursuant to Section 6:7 of these By-Laws shall be deemed the owner thereof
      insofar as rights to receive dividends, to vote, and to have any other rights
      or
      privileges as a shareholder.





Regulations
      for
      Transfer .





Section
      6:5. The Board of Directors shall have power and
      authority to make such rules and regulations as it deems expedient concerning
      the issue, transfer, and registration of shares of the capital stock of the
      Company, and certificates representing such shares, and may appoint one or
      more
      transfer agents or transfer clerks as registrars of transfer, and may require
      all certificates to bear the signature of a transfer agent or transfer clerk
      or
      registrar of transfer.





Lost,
      Stolen,
      Destroyed or Mutilated Certificates .





Section
      6:6. Upon proof satisfactory to the Chairman of the
      Board, or, in his absence the




15




President
      and the
      Secretary that any certificate for shares of the capital stock of the Company
      issued and outstanding has been lost, stolen, destroyed or mutilated, and upon
      due application in writing by the person in whose name the same may stand of
      record on the books of the Company, or by his legal representative, and the
      surrender thereof in the case of a mutilated certificate, or, in the case of
      a
      certificate having been lost, stolen, or destroyed, the giving of an
      indemnifying bond in such form and amount and with such sureties as the Board
      of
      Directors may require, the proper officers of the Company are authorized and
      empowered to issue a new certificate or certificates to the owner thereof in
      lieu of the certificate that has been lost, stolen, destroyed, or mutilated.
      The
      Board of Directors may delegate to any transfer agent of the Company the
      authorization of the issue of such new certificate or certificates and the
      approval of the form and amount of such indemnity bond or bonds and the surety
      or sureties thereon.





Closing
      of
      Transfer Books and Record Dates .





Section
      6:7. The Board of Directors shall have power to close
      the transfer books of the Company for a period not exceeding fifty days (or
      such
      greater period as then provided by law) preceding the date of any meeting of
      shareholders or the date for 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, or in lieu thereof may fix in advance a date not
      exceeding fifty days (or such greater period as then provided by law) preceding
      the date of any meeting of shareholders or the date for payment of any dividend
      or the date of 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 to any such allotment of rights, or to exercise the rights in
      respect of any such change, conversion or exchange of shares, and in such case
      only shareholders of record on the date of closing the transfer books or on
      the
      record date so fixed shall be entitled to such 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 Company
      after
      such date of closing of the transfer books or such record date fixed as
      aforesaid.





Dividends .





Section
      6:8. Subject to any and all limitations upon the payment
      of dividends imposed by law or by the Articles of Incorporation, the Board
      of
      Directors, in its discretion, may from time to time declare and cause to be
      paid
      dividends upon the outstanding shares of the capital stock of the Company in
      cash, property, shares of the capital stock of the Company, or any combination
      thereof.








ARTICLE
      VII : MISCELLANEOUS





Corporate
      Seal .





Section
      7:1. The Board of Directors shall provide a suitable
      seal, containing the name of the Company, which seal shall be in the custody
      of
      the Secretary, and may provide for one or more duplicates thereof to be kept
      in
      the custody of the Treasurer and Assistant Treasurer and/or Assistant
      Secretary.





16




Resignations .





Section
      7:2. Any Director or Officer of the Company may resign
      such office at any time by giving written notice to the Chairman of the Board
      of
      Directors, the President, or the Secretary. Such resignation shall take effect
      at the date of the receipt of such notice, or at any later time specified
      therein, and, unless otherwise specified therein, the acceptance of such
      resignation shall not be necessary to make it effective.





Waiver .





Section
      7:3. Whenever any notice is required to be given by law,
      the Articles of Incorporation, or these By-Laws, a waiver thereof in writing,
      signed by the person or persons entitled to such notice, or a duly authorized
      representative of such person, whether before or after the time stated therein,
      shall be deemed equivalent to the giving of such notice. Presence at a meeting
      of shareholders or of Directors shall constitute a waiver of notice except
      where
      the shareholder or Director states that he is present solely for the purpose
      of
      objecting to the transaction of business because the meeting was not lawfully
      called or convened.





Amendments .





Section
      7:4. The Board of Directors, provided the power
      conferred hereby shall not be inconsistent with the Articles of Incorporation
      or
      applicable law, shall have power to make, amend and repeal the By-Laws of the
      Company by a vote of a majority of all of the members of the Board of Directors
      at any organization, regular or special meeting of the Board, provided that
      notice of intention to make, amend or repeal the By-Laws, in whole or in part
      shall have been given at the next preceding meeting; or, without any such
      notice, by a vote of 2/3 of all of the members of the Board of
      Directors.





Books
      and
      Records .





Section
      7:5.Except as the Board of Directors may from time to
      time direct or as may be required by law, the Company shall keep its books
      and
      records at its principal office.





Severability .





Section
      7:6. If any word, clause or provision of these By-Laws
      shall, for any reason, be determined to be invalid or ineffective, the
      provisions hereof shall not otherwise be affected thereby and shall remain
      in
      full force and effect.








ARTICLE
      VIII :  INDEMNIFICATION
      OF
      DIRECTORS,


OFFICERS
      AND
      OTHERS; INSURANCE





Liabilities
      Covered





Section
      8:1(a). The Company shall indemnify any person who was,
      or is threatened to be made, a party to any threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative, by reason of the fact that he is or was a director
      or




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officer
      of the
      Company or (at the request of the Company and in addition to his or her service
      as a director or officer of the Company) is or was serving as a director,
      officer, employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise, against expenses (including attorneys' fees),
      judgments, fines and amounts paid in settlement actually and reasonably incurred
      by him in connection with such action, suit or proceedings, to the full extent
      and under the circumstances permitted by law. For the purposes of this ARTICLE
      VIII, "officer" shall mean each person elected, or requested to serve, as an
      officer by the Board of Directors of the Company and any other person serving
      as
      an officer shall not be an officer for the purposes of this ARTICLE VIII but
      may
      be indemnified as an employee or agent of the Company or other
      enterprise.





Section
      8:1(b). In
      addition, the Company may (but shall not be obligated to) indemnify any person
      who was or is threatened to be made, a party to any threatened, pending or
      completed action, suit or proceeding, whether civil, criminal, administrative
      or
      investigative, by reason of the fact that he is or was an employee or agent
      of
      the Company or is or was serving at the request of the Company as an employee
      or
      agent of another corporation, partnership, joint venture, trust or other
      enterprise, against expenses (including attorney's fees), judgments, fines
      and
      amounts paid in settlement actually and reasonably incurred by him in connection
      with such action, suit or proceedings, to the full extent and under the
      circumstances permitted by law.





Section
      8:1(c). The
      Company shall not be obligated to indemnify any person in connection with his
      service as a director, officer, employee or agent of a constituent corporation
      merged into or consolidated with the Company, or his service at the request
      of
      such a constituent corporation as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust or other enterprise;
      provided, however, such person may be indemnified, to the full extent and under
      the circumstances permitted by law, if in connection with such merger or
      consolidation, the Board of Directors of the Company so directs or the agreement
      providing for such merger or consolidation so provides.





Section
      8:1(d). If
      this Section 8:1 is approved by a vote of the stockholders of the Company,
      indemnification shall or may (as the case may be) be provided hereunder unless
      the conduct of the person to be indemnified is finally adjudged to have been
      knowingly fraudulent, deliberately dishonest or willful misconduct.





Section
      8:1(e).
      Notwithstanding anything set forth herein, no indemnity shall be paid by the
      Company (i) in respect of remuneration paid to any person if it shall be
      determined by a final judgment or other final adjudication that such
      remuneration was in violation of law, or (ii) on account of any suit in which
      judgment is rendered against any person (seeking indemnification hereunder)
      for
      an accounting of profits made from the purchase or sale by such person of
      securities of the Company pursuant to the provisions of Section 16(b) of the
      Securities Exchange Act of 1934 and amendments thereto or similar provisions
      of
      any federal, state or local statutory law.





Procedures
      for
      Indemnification .





Section
      8:2. Any indemnification under Section 8:1(a) of this
      ARTICLE VIII (unless ordered by a court) shall be made by the Company unless
      a
      determination is reasonably and promptly made that indemnification is not proper
      in the circumstances because the person to be indemnified has not satisfied
      the
      conditions set forth in such Section 8:1. Any indemnification




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under
      Section
      8:1(b) of this ARTICLE VIII (unless ordered by a court) shall be made as
      authorized in a specified case upon a determination that indemnification is
      proper in the circumstances because the person to be indemnified has satisfied
      the conditions set forth in such Section 8:1. Any such determination shall
      be
      made (1) by the Board of Directors by a majority vote of a quorum consisting
      of
      directors who were not parties to such action, suit or proceeding, or (2) if
      such a quorum is not obtainable, or even if obtainable a quorum of disinterested
      directors so directs, by independent legal counsel in a written opinion, or
      (3)
      by the stockholders.





Advance
      Payment
      of Expenses .





Section
      8:3(a). With respect to any person entitled to be
      indemnified under Section 8:1(a) of this ARTICLE VIII, expenses incurred in
      defending a civil or criminal action, suit or proceeding shall be paid by the
      Company in advance of the final disposition of the action, suit or proceeding
      upon receipt of an undertaking by or on behalf of the person seeking such
      advance to repay such amount if it shall ultimately be determined that such
      person is not entitled to be indemnified by the Company as authorized in this
      ARTICLE VIII.





Section
      8:3(b).
      With respect to any person who may be indemnified under Section 8:1(b) of this
      ARTICLE VIII, expenses incurred in defending a civil or criminal action, suit
      or
      proceeding may be paid by the Company in advance of the final disposition of
      the
      action, suit or proceeding as authorized by the Board of Directors in a specific
      case upon receipt of an undertaking by or on behalf of the person seeking such
      indemnification to repay such amount unless it shall ultimately be determined
      that he is entitled to be indemnified by the Company as authorized in this
      ARTICLE VIII.





Extent
      of Rights
      Hereunder .





Section
      8:4. The foregoing rights of indemnification shall not
      be deemed exclusive of any other rights to which those seeking indemnification
      may be entitled under any By-Law, agreement, vote of stockholders of
      disinterested directors or otherwise, both as to action in his official capacity
      and as to action in another capacity while holding such office, and shall
      continue as to a person who has ceased to be a director, officer, employee
      or
      other agent and shall inure to the benefit of the heirs, executors and
      administrators of such person.





Purchase
      of
      Insurance .





Section
      8:5. The directors may authorize, to the extent
      permitted by The General and Business Corporation Law of Missouri, as in effect
      and applicable from time to time, the purchase and maintenance of insurance
      on
      behalf of any person who is or was a director, officer, employee or agent of
      the
      Company or is or was serving at the request of the Company as a director,
      officer, employee or agent of another company, partnership, joint venture,
      trust
      or other enterprise against any liability asserted against him and incurred
      by
      him in such capacity or arising out of his status as such, whether or not the
      Company would have the power to indemnify him against such liability under
      the
      provisions of The General and Business Corporation Law of Missouri.








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Indemnification
      Agreements .





Section
      8:6. With respect to any of the persons who shall or may
      be indemnified pursuant to Section 8:1 of this ARTICLE VIII, the Company may
      enter into written agreements providing for the mandatory indemnification of
      such persons in accordance with the provisions of this ARTICLE VIII. In the
      event of any conflict between the provisions of this ARTICLE VIII and the
      provisions of an indemnification agreement adopted by the stockholders, the
      terms of such agreement shall prevail.






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