<PAGE> 1
                                                                Exhibit 3.1


                             RESTATED
                     ARTICLES OF INCORPORATION
                                OF
                        CONNING CORPORATION
                        ARTICLE ONE - NAME

           The name of the corporation (hereinafter referred to as the
"Corporation") is:  Conning Corporation.

                  ARTICLE TWO - REGISTERED OFFICE

           The address of the Corporation's registered office in the State of
Missouri is 700 Market Street, St. Louis, Missouri 63101 and the name of its
registered agent at such address is Matthew P. McCauley.

                 ARTICLE THREE - AUTHORIZED SHARES

     A.    CLASSES AND NUMBER OF SHARES.

           The aggregate number of shares of capital stock which the
Corporation is authorized to issue is 70,000,000 shares, consisting of
50,000,000 shares of Common Stock, par value $0.01 per share ("Common
Stock"), and 20,000,000 shares of preferred stock, par value $0.01 per share
("Preferred Stock").

           The preferences, qualifications, limitations, restrictions, and
the special or relative rights, including convertible rights, if any, in
respect of the shares of each class are as follows:

     B.    PREFERRED STOCK.

           1.     Subject to the requirements of the General and Business
Corporation Law of Missouri (the "GBCL") and the provisions of these Articles
of Incorporation, the Preferred Stock may be issued from time to time by the
Board of Directors as shares of one or more series.  The description of
shares of each series of Preferred Stock, including any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption shall be as
set forth in these Articles of Incorporation or any amendment hereto, or in a
resolution or resolutions adopted by the Board of Directors and, to the
extent set forth in any such resolution or resolutions, such information
shall be certified to the Secretary of State of Missouri filed as required by
law from time to time prior to the issuance of any shares of such series.

           2.     The Board of Directors is expressly authorized, prior to
issuance, by adopting resolutions providing for the issuance of, or providing
for a change in the number of, shares of any particular series of Preferred
Stock and, if and to the extent from time to time required by law, by filing
certification thereto with the Secretary of State of Missouri, to set or




<PAGE> 2


change the number of shares to be included in each series of Preferred Stock
and to set or change in any one or more respects the designations,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms and conditions of
redemption relating to the shares of each such series.  The authority of the
Board of Directors with respect to each series of Preferred Stock shall
include, but not be limited to, setting or changing the following:

                  (a) the distinctive serial designation of such series and
      the number of shares constituting such series (provided that the
      aggregate number of shares constituting all series of Preferred Stock
      shall not exceed twenty million (20,000,000) shares).

                  (b) the annual dividend rate, if any, on shares of such
      series, whether and the extent to which dividends shall be cumulative or
      non-cumulative, the relative rights of priority, if any, of payment of
      any dividends, and the time at which, and the terms and conditions on
      which, any dividends shall be paid;

                  (c) whether the shares of such series shall be redeemable or
      purchasable and, if so, the terms and conditions of such redemption or
      purchase, including the date or dates upon and after which such shares
      shall be redeemable or purchasable, and the amount per share payable in
      case of redemption or purchase, which amount may vary under different
      conditions and at different redemption or purchase dates;

                  (d) the obligation, if any, of the Corporation to retire
      shares of such series pursuant to a sinking fund and the terms and
      conditions of any such sinking fund;

                  (e)  whether shares of such series shall be convertible
      into, or exchangeable for, shares of stock of any other class or classes
      and, if so, the terms and conditions of such conversion or exchange,
      including the price or prices or the rate or rates of conversion or
      exchange and the terms of adjustment, if any;

                  (f) whether the shares of such series shall have voting
      rights, in addition to the voting rights provided by law, and, if so,
      the terms of such voting rights;

                  (g) the rights of the holders of shares of such series in
      the event of voluntary or involuntary liquidation, dissolution or
      winding up of the Corporation, and the relative rights of priority, if
      any, of such holders with respect thereto; and

                  (h) any other relative rights, powers, preferences,
      qualifications, limitations or restrictions thereof relating to such
      series.

     C.  COMMON STOCK.

           1.     Subject to the provisions of Article Four hereof or as
otherwise provided by the GBCL, each holder of the Common Stock shall be
entitled to one vote per share of Common Stock on all matters to be voted on
by the shareholders.



<PAGE> 3

           2.     All preemptive rights of shareholders are hereby denied, so
that no stock or other security of the Corporation shall carry with it and no
holder or owner of any share or shares of stock or other security or
securities of the Corporation shall have any preferential or preemptive right
to acquire additional shares of stock or of any other security of the
Corporation.

           3.     All cumulative voting rights are hereby denied, so that no
stock or other security of the Corporation shall carry with it and no holder
or owner of any share or shares of such stock or security shall have any
right to cumulative voting in the election of directors or for any other
purpose.

           4.     The foregoing provisions are not intended to modify or
prohibit any provisions of any voting trust or agreement between or among
holders or owners of shares of stock or other securities of the Corporation.

               ARTICLE FOUR - RESTRICTIONS ON VOTING STOCK

           The following restrictions apply to the Voting Stock (as such term
is defined below) of the Corporation:

     A.    CERTAIN DEFINITIONS.

           For purposes of this Section, the following words have the meanings
indicated:

           1.     "Affiliate" means, with respect to any Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by or is under common control with, such Person.
The term "control" (including the terms "controlling," "controlled by" and
"under common control with") means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise.

           2.     "Associate" means, with respect to any Person, (i) any
other Person (other than the Corporation or a Subsidiary of which a majority
of each class of equity securities is owned by the Corporation) of which such
Person is an officer, director, trustee or partner or is directly or
indirectly the beneficial owner of ten percent (10%) or more of any class of
equity securities; (ii) any trust or other estate in which such Person serves
as a trustee or in a similar fiduciary capacity; (iii) any relative or spouse
of such Person, or any relative of such spouse, who has the same home as such
Person; or (iv) any investment company registered under the Investment
Company Act of 1940, as amended, for which such Person or any Affiliate of
such Person serves as investment adviser.

           3.     A Person shall be deemed to "own" any shares of Voting
Stock:

                  that such Person beneficially owns directly or indirectly,
      whether or not of record; or



<PAGE> 4

                  that such Person has the right to acquire pursuant to any
      agreement, arrangement or understanding or upon exercise of conversion
      rights, warrants or options or otherwise, whether or not conditional; or

                  that are beneficially owned, directly or indirectly
      (including shares deemed to be owned through application of clause (ii)
      above), whether or not of record, by an Affiliate or Associate of such
      Person; or

                  that are beneficially owned, directly or indirectly, whether
      or not of record, by any other Person (including any shares which such
      other Person has the right to acquire pursuant to any agreement,
      arrangement or understanding or upon exercise of conversion rights,
      warrants or options or otherwise, whether or not conditional) with whom
      such Person has any agreement, arrangement or understanding for the
      purpose of acquiring, holding, voting or disposing of Voting Stock;
      provided, however, that (A) directors, officers and employees of the
      --------  -------
      Corporation shall not be deemed to have any such agreement, arrangement
      or understanding solely on the basis of their status, or actions taken
      in their capacities, as directors, officers or employees of the
      Corporation or any Affiliates of the Corporation, and (B) a Person shall
      not be deemed the owner of or to own any shares of Voting Stock solely
      because (x) such shares of Voting Stock have been tendered pursuant to a
      tender or exchange offer made by such Person or any of such Person's
      Affiliates or Associates until such tendered shares of Voting Stock are
      accepted for payment or exchange or (y) such Person or any of such
      Person's Affiliates or Associates has or shares the power to vote or
      direct the voting of such shares of Voting Stock pursuant to a revocable
      proxy given in response to a public proxy or consent solicitation made
      to more than ten (10) holders of shares of Voting Stock and pursuant to,
      and in accordance with, applicable rules and regulations under the
      Exchange Act, except if such power (or arrangements relating thereto) is
      then reportable under Item 6 of Schedule 13D under the Exchange Act (or
      any similar provision of a comparable or successor report).

           The outstanding shares of capital stock of the Corporation shall
include those shares deemed owned through the application of clauses (ii) and
(iii) above, but shall not include any other shares that may be issuable
pursuant to any agreement, arrangement or understanding or upon exercise of
conversion rights, warrants, options or otherwise, whether or not
conditional.

           For all purposes hereof "beneficial" ownership, with respect to
any securities, shall include, without limitation, (i) the power to vote, or
direct the voting of, such securities or (ii) the power to exercise
investment discretion over such securities, including the power to dispose,
or to direct the disposition, of such securities.  Furthermore, a Person
shall be deemed to own "beneficially" any securities that such Person owns
beneficially for purposes of Sections 13(d) of the Exchange Act or any rules
and regulations promulgated thereunder, as in effect from time to time (or
any similar successor provisions of law).

           4.     "Exchange Act" means the Securities Exchange Act of 1934,
as amended, or any successor statute thereto.



<PAGE> 5

           5.     "Group", with respect to any Person, shall include:

                  (i)  such Person;

                  (ii)  any Affiliates and Associates of such Person; and

                  (iii)  those additional Persons that, together with such
           Person, jointly file a statement of beneficial ownership with
           respect to securities of the Corporation pursuant to Section 13(d)
           of the Exchange Act or any successor provision, irrespective of
           any disclaimers of beneficial ownership.

           6.     "Person" means any individual, corporation, association,
partnership, joint venture, trust, organization, business, government or any
government agency or political subdivision thereof or any other entity.

           7.     "Voting Stock" means all outstanding shares of capital
stock of the Corporation entitled to vote in the election of directors; and
each reference to a portion of shares of Voting Stock shall refer to such
proportion of the votes entitled to be cast by such shares.

           8.     "Subsidiary" means any Person of which a majority of any
class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of Section D of
             --------  -------
this Article Four, the term "Subsidiary" shall mean only a Person of which a
majority of each class of equity security is owned, directly or indirectly,
by the Corporation.

     B.    LIMITATION ON ENTITLEMENT TO VOTE APPLICABLE TO CERTAIN
           SHAREHOLDERS.

           With respect to any matter submitted to a vote of the holders of
the Voting Stock at any meeting of such holders or any matter upon which the
holders of Voting Stock propose or purport to take action by written consent
without a meeting:  (i) no Person that owns Voting Stock may vote that number
of such shares that constitutes the Excludable Shares, if any, owned by such
Person (provided, however, that if such Person is a member of a Group,
        --------  -------
such Person shall be subject to clause (ii) below rather than to this clause
(i)); (ii) no Person that is a member of a Group of Persons owning Voting
Stock may vote that number of shares owned by such Person that constitutes
the Allocable Excludable Shares, if any, owned by such Person; and (iii) that
number of shares having the status of Excludable Shares (adjusted as
necessary to give effect to the provisos to the definition set forth below of
Allocable Excludable Shares) shall be excluded and deducted from the total
number of shares of Voting Stock deemed to be outstanding for purposes of
determining the number of shares of Voting Stock necessary to constitute a
quorum at any such meeting or to approve a matter submitted for shareholder
approval at any such meeting or by means of any such written consent.  For
purposes of this Article Four:

                  the term "Excludable Shares" means, with respect to any
Person or Group, that number of shares of Voting Stock owned by such Person
or Group, as the case may be, that would result in such Person or Group, as
the case may be, owning more than twenty percent (20%) of the combined voting
power of the outstanding shares of Voting Stock (with the determination of
the voting power of each Person and Group owning Voting Stock being



<PAGE> 6


calculated and recalculated for this purpose as often as is necessary to give
effect to the exclusion from voting and the determination of shares deemed to
be outstanding for purposes related thereto of Excludable Shares held by
other Persons or Groups); and

                  the term "Allocable Excludable Shares" means, with respect
to each Person that is a member of a Group which owns Excludable Shares, a
number of shares owned by such Person equal to such Person's pro rata share
(based upon the number of shares of Voting Stock owned by such Person) within
such Group of the total amount of Excludable Shares owned by such Group;
provided, however, that shares that are deemed owned by two or more
--------  -------
Persons who are members of such Group as a result of attributions in
accordance with Section A.3. of this Article Four hereof shall for this
purpose be deemed to be owned by such one of such Persons which most directly
owns such shares; and provided, further, that, with respect to any Person
                      --------  -------
that is a member of more than one such Group, "Allocable Excludable Shares"
means the greatest number of Excludable Shares so allocated with respect to
such Person with respect to any single Group.

     C.    RIGHT OF INQUIRY OF THE CORPORATION.

           The Corporation shall have the right but not the obligation to
inquire of any Person whom the Corporation believes may own Voting Stock or
any other Person who purports to exercise voting rights with respect to any
Voting Stock, and each such Person shall have the obligation to provide such
information to the Corporation as the Corporation may reasonably request,
with respect to any matters pertinent to the operation or implementation of
this Article Four, including, without limitation, (i) the number of shares
owned by such Person, (ii) whether shares owned of record by such Person are
owned by other Persons and the identity of such other Persons and the nature
of their ownership interest, (iii) whether any Affiliates or Associates of
such Person own any Voting Stock, (iv) whether such Person is a member of a
Group of Persons owning Voting Stock, or (v) whether such Person or any of
such Person's Affiliates or Associates has any agreement, arrangement or
understanding with any other Person with respect to any Voting Stock.

     D.    PERSONS TO WHOM THIS ARTICLE DOES NOT APPLY.

           The provisions of Section B of this Article Four shall not apply
to (i) General American Mutual Holding Company, a Missouri mutual company
("GAMHC"), General American Life Insurance Company, a Missouri corporation
("General American"), General American Holding Company, a Missouri
corporation ("Holding  Company"), any Affiliate of GAMHC, General American or
Holding Company, or any Subsidiary, (ii) any savings, profit-sharing, stock
bonus or employee stock ownership plan or plans established by the
Corporation or a Subsidiary and qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended, or any successor provision, which
holds shares of Voting Stock on behalf of participating employees and their
beneficiaries with the right to instruct the trustee how to vote such shares
of Voting Stock with respect to all matters submitted to shareholders for
voting, or (iii) participating employees and beneficiaries under the plans
referred to in the immediately preceding clause (ii) because of their
participation in such savings, profit-sharing, stock bonus or employee
ownership plans.  In addition, the provisions of Section B of this Article
Four shall not



<PAGE> 7

be applicable with respect to any Person or Group if the conditions specified
in either Section D.1. or D.2 below are met:

           1.     Approval in Advance by the Board of Directors.  The board
of directors of the Corporation (the "Board of Directors") (i) has expressly
approved in advance either (A) the acquisition of outstanding shares of
Voting Stock by such Person or Group that caused such Person or Group to
become the owner of Excludable Shares, or (B) the issue or sale by the
Corporation of shares of Voting Stock to such Person or Group that caused
such effect, and (ii) in advance of such acquisition or issue or sale have
expressly determined that such provisions shall not be applicable to such
Person or Group.

           2.     Approval by Board of Directors.  The Board of Directors has
determined that such provision shall not apply to such Person or Group.

     E.    POWERS OF THE BOARD OF DIRECTORS.

           The Board of Directors shall have the power, but not the
obligation, to determine, for the purposes of this Article Four, on the basis
of information actually known to it or, in its discretion, after reasonable
inquiry, all facts necessary to determine compliance with or implementation
of this Article Four, including, without limitation, (i) the number of shares
of Voting Stock owned by any Person or Group or a member of any Group
(including, without limitation, in accordance with the first proviso to the
definitions of Excludable Shares and Allocable Excludable Shares set forth in
Section B of this Article Four), (ii) whether two or more Persons constitute
a Group, (iii) whether a Person is an Affiliate or Associate of another
Person or a member of any Group, (iv) whether a Person has an agreement,
arrangement or understanding with another Person, (v) the calculation
(including the manner of calculation) of the amount of Excludable Shares held
by any Person or Group or the Allocable Excludable Shares held by any Person
(including, without limitation, in accordance with the first proviso to the
definitions of Excludable Shares and Allocable Excludable Shares set forth in
Section B of this Article Four hereof), and (vi) any other facts which the
Board of Directors determines to be relevant.  Any determinations made by the
Board of Directors pursuant to this Article Four in good faith and on the
basis of such information as was actually known by the Board of Directors and
advice as was then actually provided to the Board of Directors for such
purpose shall be conclusive and binding upon the Corporation and its
shareholders.

                    ARTICLE FIVE - INCORPORATOR

           The name and place of residence of the incorporator of the
Corporation is:

           Name                    Address
           ----                    -------

           Connie B. Walsh         454 Tree Top Lane
                                   St. Louis, MO 63122



<PAGE> 8

                      ARTICLE SIX - DIRECTORS

     A.    NUMBER AND CLASSIFICATION.

           The number of Directors to constitute the Board of Directors is
five.  Hereafter, the number of Directors shall be fixed by or in the manner
provided in the Bylaws of the Corporation, but in no event shall there be
fewer than three (3) Directors.  The Directors shall be divided into three
classes, as nearly equal in number as reasonably possible, with the mode of
such classification to be provided for in the Bylaws of the Corporation.
Directors other than certain Directors constituting the existing Board of
Directors at the time of the adoption of this provision shall be elected to
hold office for a term of three years, with the term of office of one class
expiring each year.  Notwithstanding the foregoing, whenever the holders of
any one or more classes or series of stock of the Corporation, other than
shares of Common Stock, shall have the right, voting separately by class or
series, to elect Directors, the election, term of office, filling of
vacancies and other features of such directorship shall be governed by the
terms of the Articles of Incorporation of the Corporation or any Certificate
of Designation thereunder applicable thereto; and such directors so elected
shall not be divided into classes pursuant to this Article Six unless
expressly provided by such terms.  As used in these Articles of
Incorporation, the term "entire Board of Directors" or the "entire Board"
means the total number of Directors fixed by, or in accordance with, these
Articles of Incorporation and the Bylaws of the Corporation.

     B.    REMOVAL OF DIRECTORS.

           Subject to the rights, if any, of the holders of any class of
capital stock of the Corporation (other than the Common Stock) then
outstanding or any limitation imposed by law, (1) any Director, or the entire
Board of Directors, may be removed from office at any time prior to the
expiration of his, her or their term of office only for cause and only by the
affirmative vote of the holders of record of outstanding shares representing
at least 85% of all of the then outstanding shares of capital stock of the
Corporation then entitled to vote generally in the election of Directors,
voting together as a single class at a special meeting of shareholders called
expressly for that purpose (such vote being in addition to any required class
or other vote); and (2) any Director may be removed from office by the
affirmative vote of a majority of the entire Board of Directors at any time
prior to the expiration of his or her term of office, as provided by law, in
the event that the Director fails to meet any qualifications stated in the
Bylaws for election as a Director or in the event that the Director is in
breach of any agreement between the Director and the Corporation relating to
the Director's service as a Director or employee of the Corporation.

     C.    VACANCIES.

           Subject to the rights, if any, of the holders of any class of
capital stock of the Corporation (other than the Common Stock) then
outstanding, any vacancies in the Board of Directors which occur for any
reason prior to the expiration of the respective term of office of the class
in which the vacancy occurs, including vacancies which occur by reason of an
increase in the number of Directors or the removal of a Director, shall be
filled only by the Board of



<PAGE> 9

Directors, acting by the affirmative vote of a majority of the remaining
Directors then in office (although less than a quorum).

                     ARTICLE SEVEN - DURATION

           The duration of the Corporation is perpetual.

                     ARTICLE EIGHT - PURPOSES

           The Corporation is formed to engage in any lawful act or activity
for which a corporation now or hereafter may be organized under the laws of
the State of Missouri.

                ARTICLE NINE - AMENDMENT OF BYLAWS

           The Bylaws of the Corporation may be amended, altered, changed or
repealed, and a provision or provisions inconsistent with the provisions of
the Bylaws as they may exist from time to time may be adopted, only by a
majority of the entire Board of Directors.

                   ARTICLE TEN - INDEMNIFICATION

     A.    ACTIONS INVOLVING DIRECTORS AND OFFICERS.

           The Corporation shall indemnify each person (other than a party
plaintiff suing on his or her own behalf or in the right of the Corporation)
who at any time is serving or has served as a Director or officer of the
Corporation against any claim, liability or expense incurred as a result of
such service, or as a result of any other service on behalf of the
Corporation, or service at the request of the Corporation as a director,
officer, employee, member, or agent of another corporation, partnership,
joint venture, trust, trade or industry association, or other enterprise
(whether incorporated or unincorporated, for-profit or not-for-profit), to
the maximum extent permitted by law.  Without limiting the generality of the
foregoing, the Corporation shall indemnify any such person who was or is a
party (other than a party plaintiff suing on his or her behalf or in the
right of the Corporation), or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, but not limited to, an
action by or in the right of the Corporation) by reason of such service
against expenses (including, without limitation, attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
or her in connection with such action, suit or proceeding.

     B.    ACTIONS INVOLVING EMPLOYEES OR AGENTS.

           1.     PERMISSIVE INDEMNIFICATION.  The Corporation may, if it
deems appropriate and as may be permitted by this Article Ten, indemnify any
person (other than a party plaintiff suing on his or her own behalf or in the
right of the Corporation) who at any time is serving or has served as an
employee or agent of the Corporation against any claim, liability or expense



<PAGE> 10

incurred as a result of such service, or as a result of any other service on
behalf of the Corporation, or service at the request of the Corporation as a
director, officer, employee, member, or agent of another corporation,
partnership, joint venture, trust, trade or industry association, or other
enterprise (whether incorporated or unincorporated, for-profit or
not-for-profit), to the maximum extent permitted by law or to such lesser
extent as the Corporation, in its discretion, may deem appropriate.  Without
limiting the generality of the foregoing, the Corporation may indemnify any
such person who was or is a party (other than a party plaintiff suing on his
or her own behalf or in the right of the Corporation), or is threatened to be
made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(including, but not limited to, an action by or in the right of the
Corporation) by reason of such service, against expenses (including, without
limitation, attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such
action, suit or proceeding.

           2.     Mandatory Indemnification.  To the extent that an employee
or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section B.1 of this
Article Ten, or in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection with the action, suit or
preceding.

     C.    DETERMINATION OF RIGHT TO INDEMNIFICATION IN CERTAIN CIRCUMSTANCES.

           Any indemnification required under Section A of this Article Ten
or authorized by the Corporation in a specific case pursuant to Section B of
this Article Ten (unless ordered by a court) shall be made by the Corporation
unless a determination is made reasonably and promptly that indemnification
of the Director, officer, employee or agent is not proper under the
circumstances because he or she has not met the applicable standard of
conduct set forth in or established pursuant to this Article Ten.  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 majority vote of the
shareholders; provided that no such determination shall preclude an action
brought in an appropriate court to challenge such determination.

     D.    ADVANCE PAYMENT OF EXPENSES.

           Expenses incurred by a person who is or was a Director or officer
of the Corporation in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final
disposition of an action, suit or proceeding, and expenses incurred by a
person who is or was an employee or agent of the Corporation in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors, in either case upon receipt of an
undertaking by or on behalf of the Director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Corporation as authorized in or pursuant to
this Article Ten.



<PAGE> 11

     E.    ARTICLE TEN PROVISIONS NOT EXCLUSIVE RIGHT.

           The indemnification provided by this Article Ten shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled, whether under the Bylaws of the Corporation or any statute,
agreement, vote of shareholders or disinterested Directors or otherwise, both
as to action in an official capacity and as to action in another capacity
while holding such office.

     F.    INDEMNIFICATION AGREEMENTS AUTHORIZED.

           Without limiting the other provisions of this Article Ten, the
Corporation is authorized from time to time, without further action by the
shareholders of the Corporation, to enter into agreements with any Director,
officer, employee or agent of the Corporation providing such rights of
indemnification as the Corporation may deem appropriate, up to the maximum
extent permitted by law.  Any agreement entered into by the Corporation with
a Director may be authorized by the other Directors, and such authorization
shall not be invalid on the basis that different or similar agreements may
have been or may thereafter be entered into with other Directors.

     G.    STANDARD OF CONDUCT.

           Except as may otherwise be permitted by law, no person shall be
indemnified pursuant to this Article Ten (including without limitation
pursuant to any agreement entered into pursuant to Section F of this Article
Ten) from or on account of such person's conduct which is finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct.
The Corporation may (but need not) adopt a more restrictive standard of
conduct with respect to the indemnification of any employee or agent of the
Corporation.

     H.    INSURANCE.

           The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation, or who is or was otherwise serving on behalf or at the request
of the Corporation in any capacity against any claim, liability or expense
asserted against him or her and incurred by him or her in any such capacity,
or arising out of his or her status as such, whether or not the Corporation
would have the power to indemnify him or her against such liability under the
provisions of this Article Ten.

     I.    CERTAIN DEFINITIONS.

           For the purposes of this Article Ten:

           1.     Service in Representative Capacity.  Any Director or
officer of the Corporation who shall serve as a director, officer or employee
of any other corporation, partnership, joint venture, trust or other
enterprise of which the Corporation, directly or indirectly, is or was the
owner of 20% or more of either the outstanding equity interests or the
outstanding voting stock (or comparable interests), shall be deemed to be so
serving at the request of the Corporation, unless the Board of Directors of
the Corporation shall determine otherwise.  In all other instances where any
person shall serve as a director, officer, employee or



<PAGE> 12

agent of another corporation, partnership, joint venture, trust or other
enterprise of which the Corporation is or was a stockholder or creditor, or in
which it is or was otherwise interested, if it is not otherwise established
that such person is or was serving as a director, officer, employee or agent at
the request of the Corporation, the Board of Directors of the Corporation may
determine whether such service is or was at the request of the Corporation, and
it shall not be necessary to show any actual or prior request for such service.

           2.     Predecessor Corporations.  References to a corporation
include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person who is or
was a director, officer, employee or agent of a constituent corporation or is
or was serving at the request of a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under the
provisions of this Article Ten with respect to the resulting or surviving
corporation as he or she would if he or she had served the resulting or
surviving corporation in the same capacity.

           3.     Service for Employee Benefit Plan.  The term "other
enterprise" shall include, without limitation, employee benefit plans and
voting or taking action with respect to stock or other assets therein; the
term "serving at the request of the Corporation" shall include, without
limitation, any service as a director, officer, employee or agent of a
corporation which imposes duties on, or involves services by, a director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have satisfied any standard of care required by or pursuant to this Article
Ten in connection with such plan; the term "fines" shall include, without
limitation, any excise taxes assessed on a person with respect to an employee
benefit plan and shall also include any damages (including treble damages)
and any other civil penalties.

     J.    SURVIVAL.

           Any indemnification rights provided pursuant to this Article Ten
shall continue as to a person who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.  Notwithstanding any other provisions in
these Articles of Incorporation, any indemnification rights arising under or
granted pursuant to this Article Ten shall survive amendment or repeal of
this Article Ten with respect to any acts or omissions occurring prior to the
effective time of such amendment or repeal and persons to whom such
indemnification rights are given shall be entitled to rely upon such
indemnification rights with respect to such acts or omissions as a binding
contract with the Corporation.

     K.    LIABILITY OF THE DIRECTORS.

           It is the intention of the Corporation to limit the personal
liability of the Directors of the Corporation, in their capacity as such,
whether to the Corporation, its shareholders or otherwise, to the fullest
extent permitted by law.  Consequently, should the GBCL or any other
applicable law be amended or adopted hereafter so as to permit the
elimination or limitation of



<PAGE> 13

such liability, the liability of the Directors of the Corporation shall be so
eliminated or limited without the need for amendment of these Articles or
further action on the part of the shareholders of the Corporation.

      ARTICLE ELEVEN - AMENDMENT OF ARTICLES OF INCORPORATION

           The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers
conferred herein on the shareholders, Directors and officers of the
Corporation are subject to this reserved power; provided, that (in addition
to any required class or other vote) the affirmative vote of the holders of
record of outstanding shares representing at least 85% of all of the
outstanding shares of capital stock of the Corporation then entitled to vote
generally in the election of Directors, voting together as a single class,
shall be required to amend, alter, change or repeal, or adopt any provision
or provisions inconsistent with, Articles Four, Six, Nine, Ten, Twelve,
Thirteen or this Article Eleven of these Articles of Incorporation.

              ARTICLE TWELVE - BUSINESS COMBINATIONS

           The Corporation hereby subjects itself to and accepts the
provisions of Section 351.459 of the GBCL, provided that General American or
Holding Company or any Affiliate of General American or Holding Company or
any Subsidiary (as each of such terms is defined in Article Four hereof)
shall not be deemed to constitute "interested shareholders" for purposes of
Section 351.459.

           ARTICLE THIRTEEN - CONTROL SHARE ACQUISITIONS

           Section 351.407 of the GBCL shall not apply to control share
acquisitions (as defined therein) of shares of the Corporation.