<PAGE>

                                                             Exhibit 3.2



                        ANGELICA CORPORATION

              INCORPORATED UNDER THE LAWS OF MISSOURI


                              BY-LAWS

                     REVISED FEBRUARY 28, 1989

                   Amended:      July 25, 1989
                                 September 26, 1989
                                 August 25, 1992
                                 January 26, 1993
                                 March 30, 1993
                                 September 28, 1993
                                 February 22, 1994
                                 May 24, 1994
                                 November 26, 1996
                                 February 25, 1997
                                 November 25, 1997
                                 January 27, 1998
                                 February 24, 1998
                                 August 25, 1998
                                 November 30, 1999
                                 February 29, 2000



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<TABLE>
                                     TABLE OF CONTENTS

<CAPTION>
                                                                                       PAGE
<S>                                                                                     <C>
ARTICLE I:  LOCATION AND OFFICES
      Section 1:1    Principal Office                                                    1
      Section 1:2    Other Offices                                                       1
      Section 1:3    Registered Office                                                   1

ARTICLE II:  SHAREHOLDERS
      Section 2:1    Annual Meeting                                                      1
      Section 2:2    Special Meetings                                                    1
      Section 2:3    Place of Meetings                                                   2
      Section 2:4    Notice of Meetings                                                  2
      Section 2:5    Quorum                                                              2
      Section 2:6    Organization                                                        2
      Section 2:7    Voting                                                              3
      Section 2:8    Election of Directors                                               3
      Section 2:9    Persons Who May Vote Certain Shares                                 3
      Section 2:10   List of Shareholders Kept on File Before Meeting                    3
      Section 2:11   Proxy                                                               4
      Section 2:12   Inspectors of Election                                              4
      Section 2:13   Notice of Shareholder Nominees                                      4
      Section 2:14   Procedures for Submission of Shareholder
                       Proposals at Annual Meeting                                       5
      Section 2:15   Conduct of Annual Meeting                                           6

ARTICLE III:  DIRECTORS
      Section 3:1    General Powers                                                      6
      Section 3:2    Number and Qualification                                            6
      Section 3:3    Term of Office                                                      7
      Section 3:4    Removal of Directors                                                7
      Section 3:5    Vacancies                                                           7
      Section 3:6    Place of Meetings                                                   7
      Section 3:7    Organization Meetings                                               8
      Section 3:8    Regular Meetings                                                    8
      Section 3:9    Special Meetings                                                    8
      Section 3:10   Quorum                                                              8
      Section 3:11   Compensation                                                        9
      Section 3:12   Actions of Directors in Lieu of Meeting                             9

ARTICLE IV:  COMMITTEES
      Section 4:1    Executive Committee                                                 9
      Section 4:2    Meetings of Executive Committee                                     9
      Section 4:3    Emergency Management Committee                                     10
      Section 4:4    Other Committees                                                   10



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<CAPTION>
                                                                                       PAGE
<S>                                                                                     <C>
ARTICLE V:  OFFICERS
      Section 5:1    Officers                                                           10
      Section 5:2    Elected Officers                                                   10
      Section 5:3    Functional Responsibilities                                        12
      Section 5:4    Absence, Disability or Death - Elected Officers                    12
      Section 5:5    Term of Office and Compensation                                    12
      Section 5:6    Removal                                                            13
      Section 5:7    Vacancies                                                          13
      Section 5:8    Bonding                                                            13
      Section 5:9    Execution of Instruments                                           13

ARTICLE VI:  CAPITAL STOCK AND DIVIDENDS
      Section 6:1    Certificates of Shares                                             14
      Section 6:2    Numbers and Data on Certificates                                   14
      Section 6:3    Cancellation of Certificates                                       14
      Section 6:4    Registration and Change of Registration                            14
      Section 6:5    Regulations for Transfer                                           15
      Section 6:6    Lost, Stolen, Destroyed or Mutilated Certificates                  15
      Section 6:7    Closing of Transfer Books and Record Dates                         15
      Section 6:8    Dividends                                                          15

ARTICLE VII:  MISCELLANEOUS
      Section 7:1    Corporate Seal                                                     16
      Section 7:2    Resignations                                                       16
      Section 7:3    Waiver                                                             16
      Section 7:4    Amendments                                                         17
      Section 7:5    Books and Records                                                  17
      Section 7:6    Severability                                                       17

ARTICLE VIII:  INDEMNIFICATION OF DIRECTORS, OFFICERS
               AND OTHERS; INSURANCE
      Section 8:1    Liabilities Covered                                                17
      Section 8:2    Procedure for Indemnification                                      18
      Section 8:3    Advance Payment of Expenses                                        19
      Section 8:4    Extent of Rights Hereunder                                         19
      Section 8:5    Purchase of Insurance                                              19
      Section 8:6    Indemnification Agreements                                         19
</TABLE>


<PAGE>
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                                 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.  The 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 at such date and time as shall be set by the Board of
Directors annually at the Organizational Meeting of the Board of
Directors.

Special Meetings.
----------------

   Section 2:2.  Special meetings of the shareholders may be called
by the Chief Executive Officer, by the Board of Directors, or by, the
holders of not less than 50% of all of the outstanding shares entitled
to vote at such meeting.  At the written request of a majority of the
members of the Board of Directors or of the holders of not less than 50%
of all of the outstanding shares entitled to vote at such meeting, the
Chairman of the Board, the President, or the Secretary shall issue a
call for a special meeting of the shareholders.



                               1

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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

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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


                               3

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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 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


                               4

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<PAGE>

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 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 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 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 (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,


                               5

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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.

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 to constitute the Board of
Directors shall be 8, effective May 23, 2000.  Each change in the number
of Directors (made by amendment to this By-Law) shall be reported to the
Secretary of State of Missouri within thirty calendar days of such
change.  Directors need not be shareholders unless the Articles of
Incorporation, as amended, shall require that Directors be shareholders,
in which case any Director who shall cease to be a shareholder of record
shall thereby be disqualified and his office as Director shall thereupon
automatically become vacant.


                               6

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   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.

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.  The Board of Directors shall be divided
into three Groups, with the terms of office of each Group ending in
successive years. Upon expiration of a Group's initial term, all
succeeding terms shall be for a period of three (3) years, until the
next applicable Annual Shareholders Meeting.  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 next shareholders
meeting for the purpose of serving the remainder of the unexpired term.
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
a sole remaining Director, until the next election of Directors by the
shareholders of the Company.

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


                               7

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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.

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.


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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.

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.


        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


                               9

<PAGE>
<PAGE>

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 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


                               10

<PAGE>
<PAGE>

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.

   (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


                               11

<PAGE>
<PAGE>

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, 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


                               12

<PAGE>
<PAGE>

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
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.


                               13

<PAGE>
<PAGE>

        ARTICLE VI:  CAPITAL STOCK AND DIVIDENDS
        ----------   ---------------------------

Certificates of Shares.
----------------------

   Section 6:1.  Certificates for shares of the capital stock of the
Company shall be in such form, not inconsistent with applicable law or
the Articles of Incorporation, as shall be approved by the Board of
Directors, and shall be signed 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.

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
"canceled" 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 owning
certificates representing shares of stock in the Company 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 such 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


                               14

<PAGE>
<PAGE>

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.  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 certificates for shares of the
capital stock of the Company, 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 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 Corporation 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,


                               15

<PAGE>
<PAGE>

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.

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.


                               16

<PAGE>
<PAGE>

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 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


                               17

<PAGE>
<PAGE>

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 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.


                               18

<PAGE>
<PAGE>

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.

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.


                               19