BYLAWS OF EMERSON ELECTRIC CO.

EMERSON ELECTRIC CO.






BYLAWS






As Amended through October 7, 1997
































EMERSON ELECTRIC CO.

BYLAWS

INDEX

Page

ARTICLE I - OFFICES; DEFINITIONS

Section 1. Registered Office . . . . . . . . . . . . 1
Section 2. Other Offices . . . . . . . . . . . . . . 1
Section 3. Definitions . . . . . . . . . . . . . . . 1

ARTICLE II - MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings . . . . . . . . . . . . 1
Section 2. Annual Meeting. . . . . . . . . . . . . . 1
Section 3. Special Meetings. . . . . . . . . . . . . 2
Section 4. Notice of Meetings. . . . . . . . . . . . 3
Section 5. List of Shareholders Entitled to Vote . . 3
Section 6. Quorum. . . . . . . . . . . . . . . . . . 4
Section 7. Requisite Vote. . . . . . . . . . . . . . 5
Section 8. Voting. . . . . . . . . . . . . . . . . . 5
Section 9. Notice of Shareholder Business at Annual
Meetings. . . . . . . . . . . . . . . . 5

ARTICLE III - DIRECTORS

Section 1. Number; Classification; Nominations;
Election; Term of Office . . . . . . . 7
Section 2. Filling of Vacancies. . . . . . . . . . . 11
Section 3. Qualifications. . . . . . . . . . . . . . 11
Section 4. Removal . . . . . . . . . . . . . . . . . 12
Section 5. General Powers. . . . . . . . . . . . . . 12
Section 6. Place of Meetings . . . . . . . . . . . . 12
Section 7. Regular Annual Meeting. . . . . . . . . . 12
Section 8. Additional Regular Meetings . . . . . . . 13
Section 9. Special Meetings. . . . . . . . . . . . . 14
Section 10. Place of Meetings . . . . . . . . . . . . 14
Section 11. Notices . . . . . . . . . . . . . . . . . 14
Section 12. Quorum. . . . . . . . . . . . . . . . . . 14
Section 13. Compensation of Directors . . . . . . . . 15
Section 14. Executive Committee . . . . . . . . . . . 15
Section 15. Finance Committee . . . . . . . . . . . . 16
Section 16. Other Committees of the Board . . . . . . 16
Section 17. Committees - General Rules . . . . . . . 16
Section 18. Director Emeritus and Advisory Directors. 17













ARTICLE IV - NOTICES Page

Section 1. Service of Notice . . . . . . . . . . . . 18
Section 2. Waiver of Notices . . . . . . . . . . . . 18

ARTICLE V - OFFICERS

Section 1. Titles. . . . . . . . . . . . . . . . . . 18
Section 2. Election. . . . . . . . . . . . . . . . . 19
Section 3. Term. . . . . . . . . . . . . . . . . . . 20
Section 4. Chairman of the Board . . . . . . . . . . 20
Section 5. President . . . . . . . . . . . . . . . . 20
Section 6. Vice Chairmen of the Board. . . . . . . . 21
Section 7. Vice Presidents . . . . . . . . . . . . . 21
Section 8. Secretary and Assistant Secretaries . . . 21
Section 9. Treasurer and Assistant Treasurers. . . . 22
Section 10. Controller and Assistant Controllers. . . 22
Section 11. Appointed Officers. . . . . . . . . . . . 23

ARTICLE VI - CERTIFICATES OF SHARES

Section 1. Certificates. . . . . . . . . . . . . . . 24
Section 2. Signatures on Certificates. . . . . . . . 24
Section 3. Transfer Agents and Registrars;
Facsimile Signatures . . . . . . . . . 24
Section 4. Lost Certificates . . . . . . . . . . . . 25
Section 5. Transfer of Shares. . . . . . . . . . . . 25
Section 6. Registered Shareholders . . . . . . . . . 26
Section 7. Interested Shareholders . . . . . . . . . 26

ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS

Section 1. Actions Involving Directors, Officers
or Employees . . . . . . . . . . . . 26
Section 2. Actions Involving Agents. . . . . . . . . 28
Section 3. Determination of Right to Indemnification
in Certain Instances . . . . . . . . 28
Section 4. Advance Payment of Expenses . . . . . . . 29
Section 5. Successful Defense. . . . . . . . . . . . 30
Section 6. Not Exclusive Right . . . . . . . . . . . 30
Section 7. Insurance . . . . . . . . . . . . . . . . 31
Section 8. Subsidiaries of Corporation . . . . . . . 31
Section 9. Spousal Indemnification . . . . . . . . . 33

ARTICLE VIII - GENERAL PROVISIONS

Section 1. Dividends . . . . . . . . . . . . . . . . 33
Section 2. Checks. . . . . . . . . . . . . . . . . . 33
Section 3. Fiscal Year . . . . . . . . . . . . . . . 34
Section 4. Seal. . . . . . . . . . . . . . . . . . . 34
Section 5. Closing of Transfer Books and Fixing of
Record Dates . . . . . . . . . . . . . 34
ARTICLE IX - AMENDMENTS
Section 1. . . . . . . . . . . . . . . . . . . . . . 35



EMERSON ELECTRIC CO.

* * * * *

BYLAWS

* * * * *

ARTICLE I

OFFICES; DEFINITIONS

Section 1. Registered Office. The registered office of Emerson

Electric Co. (the "Corporation") shall be located in the County of St. Louis,

State of Missouri.

Section 2. Other Offices. The Corporation may also have offices at

such other places both within and without the State of Missouri as the Board

may, from time to time, determine or the business of the Corporation may

require.

Section 3. Definitions. Unless the context otherwise

requires, defined terms herein shall have the meaning ascribed thereto in the

Articles of Incorporation (the "Articles").

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meeting. All meetings of the shareholders shall

be held at such place within or without the State of Missouri as may be, from

time to time, fixed or determined by the Board.

Section 2. Annual Meeting. The annual meeting of the shareholders

shall be held on the first Tuesday in February of each year if not a legal












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holiday, or, if a legal holiday, then on the next business day following, at

such hour as may be specified in the notice of the meeting; provided, however,

that the day fixed for such meeting in any year may be changed by resolution

of the Board to such other day in February, March, April, May or June not a

legal holiday as the Board may deem desirable or appropriate. At the annual

meeting the shareholders shall elect Directors in accordance with Article 5 of

the Articles of Incorporation and Article III of these Bylaws, and shall

transact such other business as may properly be brought before the meeting.

If no other place for the annual meeting is determined by the Board of

Directors and specified in the notice of such meeting, the annual meeting

shall be held at the principal offices of the Corporation at 8000 West

Florissant Avenue, St. Louis, Missouri.

Section 3. Special Meetings.

(a) Unless otherwise limited by statute or by the Articles,

special meetings of the shareholders, for any purpose or purposes, may be

called at any time by the Chairman of the Board, any Vice Chairman of the

Board, the President, the Secretary, or a majority of the Board.

(b) A special meeting may also be called by the holders of

not less than 85% of all of the outstanding shares entitled to vote at such

meeting, upon written request delivered to the Secretary of the Corporation.

Such request shall state the purpose or purposes of the proposed meeting.

Upon receipt of any such request, it shall be the duty of the Secretary to














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call a special meeting of the shareholders to be held at any time, not less

than ten (10) nor more than seventy (70) days thereafter, as the Secretary may

fix. If the Secretary shall neglect to issue such call, the person or persons

making the request may issue the call.

Section 4. Notice of Meetings. Written notice of every meeting of

the shareholders, specifying the place, date and hour of the meeting, and, in

the case of a special meeting, the purpose or purposes for which the meeting

is called shall be delivered or mailed, postage prepaid, by or at the

direction of the Secretary, not less than ten (10) nor more than seventy (70)

days before the date of the meeting to each shareholder of record entitled to

vote at such meeting.

Section 5. List of Shareholders Entitled to Vote. At least ten (10)

days before each meeting of the shareholders, a complete list of the

shareholders entitled to vote at such meeting shall be prepared and arranged

in alphabetical order with the address of each shareholder and the number of

shares held by each, which list, for a period of ten (10) days prior to such

meeting, shall be kept on file at the registered office of the Corporation and

shall be subject to inspection by any shareholder at any time during usual

business hours. Such list shall also be produced and kept open at the time

and place of the meeting, and shall be subject to the inspection of any

shareholder during the whole time of the meeting. The original share ledger

or transfer book, or a duplicate thereof kept in the State of Missouri, shall














3

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 above requirements in respect of

lists of shareholders shall not affect the validity of any action taken at

such meeting.

Section 6. Quorum. The holders of a majority of the issued and

outstanding shares entitled to vote, present in person or represented by

proxy, shall be requisite and shall constitute a quorum at all meetings of the

shareholders for the transaction of business, except as otherwise provided by

law, the Articles or by these Bylaws. The shareholders present at a meeting

at which a quorum is present may continue to transact business until

adjournment, notwithstanding the withdrawal of such number of shareholders as

to reduce the remaining shareholder to less than a quorum. Whether or not a

quorum is present, the chairman of the meeting or a majority of the

shareholders entitled to vote thereat, present in person or by proxy, shall

have power, except as otherwise provided by statute, successively to adjourn

the meeting to such time and place as they may determine, to a date not longer

than ninety (90) days after each such adjournment, and no notice of any such

adjournment need be given to shareholders other than the announcement of the

adjournment at the meeting. At any adjourned meeting at which a quorum shall

be present or represented, any business may be transacted which might have

been transacted at the meeting as originally called.














4

Section 7. Requisite Vote. When a quorum is present or represented

at any meeting, the vote of the holders of a majority of the shares entitled

to vote which are present in person or represented by proxy shall decide any

questions brought before such meeting, unless the question is one upon which,

by express provision of law, the Articles or by these Bylaws, a different vote

is required, in which case such express provisions shall govern and control

the decision of such question.

Section 8. Voting. Each shareholder shall, at every meeting of the

shareholders, be entitled to one vote in person or by proxy for each share

having voting power held by such shareholder, but no proxy shall be voted

after eleven (11) months from the date of its execution unless otherwise

provided in the proxy. In each election for Directors, no shareholder shall

be entitled to vote cumulatively or to cumulate his votes.

Section 9. Notice of Shareholder Business at Annual Meetings. At any

annual meeting of shareholders, only such business shall be conducted as shall

have been properly brought before the meeting. In addition to any other

requirements imposed by or pursuant to law, the Articles or these Bylaws, each

item of business to be properly brought before an annual meeting must (a) be

specified in the notice of meeting (or any supplement thereto) given by or at

the direction of the Board or the persons calling the meeting pursuant to the

Articles; (b) be otherwise properly brought before the meeting by or at the

direction of the Board; or (c) be otherwise properly brought before the














5

meeting by a shareholder. For business to be properly brought before an

annual meeting by a shareholder, the shareholder must have given timely notice

thereof in writing to the Secretary of the Corporation. To be timely, a

shareholder's notice must be delivered to or mailed and received at the

principal executive offices of the Corporation not less than 60 days nor more

than 90 days prior to the annual meeting; provided, however, that in the event

less than 70 days' notice or prior public disclosure of the date of the annual

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 annual meeting

was mailed or such public disclosure was made. For purposes of these Bylaws

"public disclosure" shall mean disclosure in a press release reported by the

Dow Jones, Associated Press, Reuters or comparable national news service, or

in a document publicly filed by the Corporation with the Securities and

Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities

Exchange Act of 1934, as amended (the "1934 Act"). A shareholder's notice to

the Secretary shall set forth as to each matter he or she proposes to bring

before the annual meeting (a) a brief description of the business desired to

be brought before the meeting and the reasons for conducting such business at

the annual meeting, (b) the name and address, as they appear on the

Corporation's books, of the shareholder(s) proposing such business, (c) the

class and number of shares of the Corporation which are beneficially owned by

the proposing shareholder(s), and (d) any material interest of the proposing












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shareholder(s) in such business. Notwithstanding anything in these Bylaws to

the contrary, but subject to Article III, Section 1(c) hereof, no business

shall be conducted at an annual meeting except in accordance with the

procedures set forth in this Section. The Chairman of the annual meeting

shall, if the facts warrant, determine and declare to the annual meeting that

business was not properly brought before the annual meeting in accordance with

the provisions of this Section; and if he or she should so determine, shall

so declare to the meeting and any such business not properly brought before

the annual meeting shall not be transacted. The Chairman of the meeting shall

have absolute authority to decide questions of compliance with the foregoing

procedures, and his or her ruling thereon shall be final and conclusive.

ARTICLE III

DIRECTORS

Section 1. Number; Classification; Nominations; Election; Term of

Office.

(a) The Board shall consist of such number of Directors as

the Board may from time to time determine, provided that in no event shall the

number of Directors be less than three (3), and provided further that no

reduction in the number of Directors shall have the effect of shortening the

term of any incumbent Director. In addition, the Board may, from time to

time, appoint such number of "Advisory Directors" and "Directors Emeritus" as

it may deem advisable.














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(b) The Board of Directors (herein the "Board") shall be

divided into three classes, as nearly equal in number as possible. In the

event of any increase in the number of Directors, the additional Director(s)

shall be added to such class(es) as may be necessary so that all classes shall

be as nearly equal in number as possible. In the event of any decrease in the

number of Directors, all classes of Directors shall be decreased as nearly

equally as may be possible. Subject to the foregoing, the Board shall

determine the class(es) to which any additional Director(s) shall be added and

the class(es) which shall be decreased in the event of any decrease in the

number of Directors.

At each annual meeting of shareholders the successors to the

class of Directors whose term shall then expire shall be elected for a term

expiring at the third succeeding annual meeting after such election.

(c) In addition to the qualifications set out in Section 3

of this Article III, in order to be qualified for election as a Director,

persons must be nominated in accordance with the following procedure:

Nominations of persons for election to the Board of the

Corporation may be made at a meeting of shareholders by or at the direction of

the Board or by any shareholder of the Corporation entitled to vote for the

election of Directors at the meeting who complies with the procedures set

forth in this Section 1(c). In order for persons nominated to the Board,
















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other than those persons nominated by or at the direction of the Board, to be

qualified to serve on the Board, such nominations shall be made pursuant to

timely notice in writing to the Secretary of the Corporation. To be timely, a

shareholder's notice shall be delivered to or mailed and received by the

Secretary of the Corporation not less than 60 days nor more than 90 days prior

to the meeting; provided, however, that in the event 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. Such shareholder's notice shall set forth (i) as to each person

whom the shareholder proposes to nominate for election or re-election as a

Director, (A) the name, age, business address and residence address of such

person, (B) the principal occupation or employment of such person, (C) the

class and number of shares of the Corporation which are beneficially owned by

such person, (D) any other 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 (E) if the

shareholder(s) making the nomination is an Interested Person, details of any














9

relationship, agreement or understanding between the shareholder(s) and the

nominee; and (ii) as to the shareholder(s) making the nomination (A) the name

and address, as they appear on the Corporation's books, of such shareholder(s)

and (B) the class and number of shares of the Corporation which are

beneficially owned by such shareholder(s). At the request of the Board, any

person nominated by the Board for election as a Director shall furnish to the

Secretary of the Corporation that information required to be set forth in a

shareholder's notice of nomination which pertains to the nominee. No person

shall be qualified for election as a Director of the Corporation unless

nominated in accordance with the procedures set forth in this Section 1(c).

The Chairman of a meeting shall, if the facts warrant, determine and declare

to the meeting that a nomination was not made in accordance with the

procedures prescribed by the Bylaws, and if he or she should so determine,

shall so declare to the meeting, and the defective nomination shall be

disregarded. The Chairman of a meeting shall have absolute authority to

decide questions of compliance with the foregoing procedures, and his or her

ruling thereon shall be final and conclusive.

(d) Directors shall be elected at annual meetings of the

shareholders, except as provided in Section 2 of this Article III, and each

Director shall hold office until his or her successor is elected and

qualified.
















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Section 2. Filling of Vacancies. Vacancies and newly created

directorships shall be filled only by a majority of the remaining Directors,

though less than a quorum, and each person so elected shall be a Director

until his or her successor is elected by the shareholders, who may make such

election at the next annual meeting of the shareholders at which Directors of

his or her class are elected or at any special meeting of shareholders duly

called for that purpose and held prior thereto.

Section 3. Qualifications. Directors must be nominated in

accordance with the procedure set out in Section 1(c) of this Article III.

Directors need not be shareholders. No person shall be eligible for election

as a Director, either under Section 1 or Section 2 of this Article III, if

such person's seventy-second (72d) birthday shall fall on a date prior to the

commencement of the Term for which such Director is to be elected or

appointed; provided, however, that this limitation shall not apply to persons

who were Directors of the Corporation on April 4, 1967. No person shall be

qualified to be elected and to hold office as a Director if such person is

determined by a majority of the whole Board to have acted in a manner contrary

to the best interests of the Corporation, including, but not limited to,

violation of either State or Federal law, maintenance of interests not

properly authorized and in conflict with the interests of the Corporation, or

breach of any agreement between such Director and the Corporation relating to

such Director's services as a Director, employee or agent of the Corporation.














11

Section 4. Removal. By action of a majority of the whole Board, any

Director may be removed from office for cause if such Director shall at the

time of such removal fail to meet the qualifications for election as a

Director as set forth under Article III, Section 3 hereof. Notice of the

proposed removal shall be given to all Directors of the Corporation prior to

action thereon. Directors may be otherwise removed only in the manner

prescribed in the Articles.

Section 5. General Powers. The property and business of the

Corporation shall be controlled and managed by its Board of Directors which

may exercise all such powers of the Corporation and do all such lawful acts

and things as are not, by law, the Articles or by these Bylaws, directed or

required to be exercised and done by the shareholders or the Continuing

Directors.

Section 6. Place of Meetings. The Board may hold meetings, both

regular and special, either within or without the State of Missouri.

Section 7. Regular Annual Meeting. A regular annual meeting of the

Board, including newly elected Directors, shall be held immediately following

the annual meeting of the shareholders and shall be held at the principal

offices of the Corporation at 8000 West Florissant Avenue, St. Louis,

Missouri, unless another time or place shall be fixed therefor by the

Directors. No notice of such meeting shall be necessary to the Directors in

order, legally, to constitute the meeting, provided a majority of the whole














12

Board shall be present. In the event such annual meeting of the Board is not

held at the time and place specified herein, or at such other time and place

as may be fixed by the Directors, the meeting may be held at such time and

place as shall be specified in a notice given as hereinafter provided for

meetings of the Board, or as shall be specified in a written waiver signed by

all of the Directors.

Section 8. Additional Regular Meetings. Additional regular meetings

of the Board shall be held once each month on the first Tuesday thereof, or on

such other day thereof as the Board may, by resolution, prescribe, and at such

hour of such day as shall be stated in the notice of the meeting; provided

that the Chairman, in his or her discretion, may dispense with any one or more

of such meetings, by having notice of the intention so to do given, by letter

or telegram, to each Director not less than ten (10) days prior to the

regularly scheduled date of each meeting so to be dispensed with. If the

first Tuesday of any month shall be a legal holiday, the regular meeting for

such month shall be held on the Thursday following, and if the Monday

preceding the first Tuesday of any month shall be a legal holiday, the regular

meeting for such month shall be held on the Wednesday following, in each case

unless the Board shall otherwise prescribe by resolution. Notice of any

regular meeting shall be given to each Director at least forty-eight (48)

hours in advance thereof, either personally, by mail or by telegram.
















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Section 9. Special Meetings. Special meetings of the Board may be

called by the Chairman, any Vice Chairman, the President, any Vice President

or the Secretary, on notice given personally, by mail, by telephone, by

telegram or by facsimile to each Director given twenty-four (24) hours in

advance of such meeting. Special meetings shall be called by the Chairman,

any Vice Chairman, the President or Secretary in like manner and on like

notice on the written request of any two Directors.

Section 10. Place of Meetings. Special meetings and regular

meetings of the Board, other than the regular annual meeting, shall be held at

such place within the City or County of St. Louis, Missouri, as may be

specified in the notice of such meeting; provided that any meeting may be held

elsewhere, within or without the State of Missouri, pursuant to resolution of

the Board or pursuant to the call of the Chairman, any Vice Chairman or the

President. Members of the Board and its Committees may participate in

meetings by means of conference telephone or similar communications equipment

whereby all persons participating in the meeting can hear each other, and such

participation shall constitute presence at the meeting.

Section 11. Notices. Notice of any meeting may be given by the

Chairman, any Vice Chairman, the President, any Vice President or the

Secretary and shall specify the time and place of the meeting.

Section 12. Quorum. At all meetings of the Board a majority of

Directors in office (the "whole Board") shall be necessary to constitute a














14

quorum for the transaction of business, and the acts of a majority of the

Directors present at a meeting at which a quorum is present shall be the acts

of the Board, except as otherwise may be specifically provided by law or by

the Articles. If a quorum shall not be present at any meeting of the Board,

the Directors present thereat may adjourn the meeting from time to time,

without notice other than announcement at the meeting, until a quorum shall be

present. So long as the whole Board shall consist of sixteen (16) or more

members, a Director who may be disqualified, by reason of personal interest,

from voting on any particular matter before a meeting of the Board may

nevertheless be counted for the purpose of constituting a quorum of the Board.

Section 13. Compensation of Directors. Directors, as such, shall

receive for their services such compensation as may be fixed, from time to

time, by resolution of the Board, together with a stipend for attendance, and

expenses of attendance, if any, for each meeting of the Board or meetings of

any committee on which the Directors may serve; provided that nothing herein

contained shall be construed to preclude any Director from serving the

Corporation in any other capacity and receiving compensation therefor.

Section 14. Executive Committee. The Board may, by resolution

passed by a majority of the whole Board, designate two or more of its number

to constitute an Executive Committee which, to the extent provided in such

resolution, shall have and exercise the authority of the Board in the

management and business of the Corporation.














15

Section 15. Finance Committee. The Board may, by resolution passed

by a majority of the whole Board, designate two or more of its number, one of

whom shall be the Committee Chairman, as the Finance Committee of the Board,

which to the extent provided in such resolution shall have and exercise the

authority of the Board in the management and business of the Corporation. The

Committee shall study and consider financial matters affecting the operations

of the Corporation, including its long range financial requirements, shall

advise the Board in respect thereto, and shall have such other duties as shall

be specified by resolution of the Board.

Section 16. Other Committees of the Board. The Board may, by

resolution passed by a majority of the whole Board, designate two or more of

its members to constitute such other Committees of the Board as the Board by

such resolution or resolutions may determine. To the extent provided in such

resolution or resolutions, such Committees shall have and exercise the

authority of the Board in the management and business of the Corporation.

Section 17. Committees-General Rules. Each Committee of the Board

shall keep regular minutes of its proceedings and report the same to the Board

when required. Vacancies in the membership of each Committee shall be filled

by the Board at any regular or special meeting of the Board. A Director who

may be disqualified, by reason of personal interest, from voting on any

particular matter before a meeting of a Committee may nevertheless be counted
















16

for the purpose of constituting a quorum of the Committee. At all meetings of

a Committee, a majority of the Committee members then in office shall

constitute a quorum for the purpose of transacting business, and the acts of a

majority of the Committee members present at any meeting at which there is a

quorum shall be the acts of the Committee.

Section 18. Directors Emeritus and Advisory Directors. The Board

may from time to time create one or more positions of Director Emeritus and

Advisory Director, and may fill such position or positions for such term as

the Board deems proper. Each Director Emeritus and Advisory Director shall

have the privilege of attending meetings of the Board but shall do so solely

as an observer. Notice of such meetings to a Director Emeritus or Advisory

Director shall not be required under any applicable law, the Articles, or

these Bylaws. Each Director Emeritus and Advisory Director shall be entitled

to receive such compensation as may be fixed from time to time by the Board.

No Director Emeritus or Advisory Director shall be entitled to vote on any

business coming before the Board, nor shall they be counted as members of the

Board for the purpose of determining the number of Directors necessary to

constitute a quorum, for the purpose of determining whether a quorum is

present, or for any other purpose whatsoever. In the case of a Director

Emeritus or Advisory Director, the occurrence of any event which in the case

of a Director would create a vacancy on the Board, shall be deemed to create a

vacancy in such position; but the Board may declare the position terminated














17

until such time as the Board shall again deem it proper to create and to fill

the position.

ARTICLE IV

NOTICES

Section 1. Service of Notice. Notices to Directors and shareholders

shall be in writing and delivered personally or mailed or sent by telegram,

telex or facsimile transmission to the Directors or shareholders at their

addresses appearing on the books of the Corporation, except that notice to

Directors of a special meeting of the Board may be given orally. Notice by

mail shall be deemed to be given at the time when the same shall be mailed;

notice by telegram when such notice is delivered to the telegraph company;

notice by facsimile transmission when transmitted.

Section 2. Waiver of Notices. Whenever any notice is required to

be given under the provisions of law, the Articles, or of these Bylaws, a

waiver thereof in writing, signed by the person or persons entitled to said

notice, whether before or after the time stated therein, shall be deemed

equivalent thereto.

ARTICLE V

OFFICERS

Section 1. Titles. The Officers of the Corporation shall be chosen

by the Board of Directors and shall be a Chairman of the Board (herein the

"Chairman"), a President, at least one Vice President, a Secretary and a

Treasurer. The Board may also elect one or more Vice Chairmen of the Board












18

(herein "Vice Chairmen"), additional Vice Presidents, a Controller, one or

more Assistant Controllers, and such other officers as the Board may deem

appropriate.

Any two of the aforesaid offices, except those of President and Vice President

or President and Secretary, may be held by the same person. Vice Presidents

of the Corporation may be given distinctive designations such as Executive

Vice President, Group Vice President, Senior Vice President and the like.

Section 2. Election. The Board, at its annual meeting immediately

following each annual meeting of the shareholders, shall elect a Chairman and

a President, and may elect one or more Vice Chairmen, all of whom shall be

Directors or Advisory Directors; and the Board shall also at such annual

meeting elect one or more Vice Presidents, a Secretary and a Treasurer, who

may, but need not, be Directors or Advisory Directors. The Board may elect

such other officers and agents as it shall determine necessary who shall hold

their offices for such terms and shall exercise such powers and perform such

duties as shall be determined from time to time by the Board. In connection

with the election of any officer of the Corporation, the Board may determine

that such officer, in addition to the title of the office to which he is

elected, shall have a further title such as Chief Administrative Officer,

Chief Operating Officer or such other title as the Board may designate, and

the Board may prescribe powers to be exercised and duties to be performed by

any such officer to whom any such additional title of office is given in

addition to those powers and duties provided for by these Bylaws for such

office.










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Section 3. Term. The officers of the Corporation shall hold office

until their respective successors are elected and qualify. Any officer

elected or appointed by the Board may be removed by the Board at any time with

or without cause by the affirmative vote of a majority of the whole Board.

Any vacancy occurring in any such office may be filled only by the Board.

Section 4. Chairman of the Board. The Chairman shall be the Chief

Executive Officer of the Corporation. In addition to his or her duties as

Chairman and Chief Executive Officer, the Chairman shall be responsible for

the general and active management of the business and affairs of the

Corporation, subject only to the control of the Board; shall have full

authority in respect to the signing and execution of deeds, bonds, mortgages,

contracts and other instruments of the Corporation; and, in the absence or

disability of a Vice Chairman or the President, shall exercise all of the

powers and discharge all of the duties of such Vice Chairman or the President.

The Chairman shall also be, ex officio, a member of all standing Board

Committees, shall preside at all meetings of shareholders and Directors, and

shall perform such other duties as the Board may prescribe.

Section 5. President. The President shall be an executive Officer

of the Corporation, shall preside at all meetings of the shareholders and

Directors in the absence of the Chairman and the Senior Vice Chairman, and

shall perform such other duties as the Chairman or the Board shall prescribe.
















20

The President shall have equal authority with the Chairman and the Vice

Chairmen, if any, to sign and execute deeds, bonds, mortgages, contracts and

other instruments of the Corporation.

Section 6. Vice Chairmen of the Board. Vice Chairmen, if any, may

but need not be executive officers of the Corporation. The Vice Chairmen

shall perform such other duties, and have such other powers as the Chairman or

the Board may, from time to time, prescribe. Each Vice Chairman shall have

equal authority with the Chairman and the President with respect to the

signing and execution of deeds, bonds, mortgages, contracts and other

instruments of the Corporation.

Section 7. Vice Presidents. The Vice President, or if there shall

be more than one, the Vice Presidents shall, in the absence or disability of

the Chairman, the President and all Vice Chairmen, perform the duties and

exercise the powers of the President. Each Vice President shall perform such

other duties and have such other powers as the Chairman and the Board may,

from time to time, prescribe.

Section 8. Secretary and Assistant Secretaries. The Secretary shall

attend all meetings of the Board and all meetings of the shareholders and

record all the proceedings of the meetings of the Corporation and of the Board

in books to be kept for that purpose, shall perform like duties for Committees

of the Board when required, and shall perform such other duties as may be

prescribed by the Board, the Chairman, any Vice Chairman, or the President.

The Secretary shall keep in safe custody the seal of the Corporation and affix












21

the same to any instrument requiring it, and, when so affixed, it shall be

attested by his or her signature or by the signature of an Assistant

Secretary. The Assistant Secretary, or, if there be more than one, the

Assistant Secretaries, in the order determined by the Board, shall, in the

absence or disability of the Secretary, perform the duties and exercise the

powers of the Secretary and shall perform such other duties and have such

other powers as the Board may, from time to time, prescribe.

Section 9. Treasurer and Assistant Treasurers. The Treasurer shall

have charge of the funds of the Corporation; shall keep the same in

depositories designated by the Board or by officers of the Corporation

authorized by the Board to make such designation; shall cause said funds to

be disbursed upon checks, drafts, bills of exchange or orders for the payment

of money signed in such manner as the Board or authorized officers of the

Corporation may, from time to time, direct; shall perform such other duties

as directed by the Board, the Chairman or other senior officers; and, if

required by the Board, shall give bond for the faithful performance of his or

her duties in such form and amount as may be determined by the Board. The

Assistant Treasurer, or, if there be more than one, the Assistant Treasurers,

in the order determined by the Board, shall, in the absence or disability of

the Treasurer, perform the duties and exercise the powers of the Treasurer,

and shall have such other duties and powers as the Board may prescribe.
















22

Section 10. Controller and Assistant Controllers. The Controller,

if one is elected by the Board, shall have charge of the accounting records of

the Corporation; shall keep full and accurate accounts of all receipts and

disbursements in books and records belonging to the Corporation; shall

maintain appropriate internal control and auditing of the Corporation; and

shall perform such other duties as directed by the Board, the Chairman or

other senior officers. The Assistant Controller or, if there be more than

one, the Assistant Controllers, in the order determined by the Board, shall,

in the absence or disability of the Controller, perform the duties and

exercise the powers of the Controller and shall have such other duties and

powers as the Board may prescribe.

Section 11. Appointed Officers. In addition to the corporate

officers elected by the Board as hereinabove in this Article V provided, the

Chairman may, from time to time, appoint one or more other persons as

appointed officers who shall not be deemed to be corporate officers, but may,

respectively, be designated with such titles as the Chairman may deem

appropriate. The Chairman may prescribe the powers to be exercised and the

duties to be performed by each such appointed officer, may designate the term

for which each such appointment is made, and may, from time to time, terminate

any or all of such appointments with or without cause. Such appointments and

termination of appointments shall be reported periodically to the Board.
















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ARTICLE VI

CERTIFICATES OF SHARES

Section 1. Certificates. The certificates of shares of the

Corporation shall be numbered and registered in a share register as they are

issued. They shall exhibit the name of the registered holder and the number

and class of shares and the series, if any, represented thereby and the par

value of each share or a statement that such shares are without par value as

the case may be.

Section 2. Signatures on Certificates. Every share certificate shall

be signed by the Chairman of the Board, the President or a Vice President;

and by the Secretary or an Assistant Secretary or the Treasurer or an

Assistant Treasurer; and shall be sealed with the Corporation's seal which

may be facsimile, engraved or printed.

Section 3. Transfer Agents and Registrars; Facsimile Signatures. The

Board may appoint one or more transfer agents or transfer clerks and one or

more registrars and may require all certificates for shares to bear the

signature or signatures of any of them. Where a certificate is signed (a) by

a transfer agent or an assistant or co-transfer agent, or (b) by a transfer

clerk or (c) by a registrar or co-registrar, the signature of any officer

thereon may be facsimile. Where a certificate is signed by a registrar or co


















24

-registrar the certificate of any transfer agent or co-transfer agent thereon

may be by facsimile signature of the authorized signatory of such transfer

agent or co-transfer agent. In case any officer or officers of the

Corporation who have signed, or whose facsimile signature or signatures have

been used on, any such certificate or certificates shall cease to be such

officer or officers, whether because of death, resignation or otherwise,

before such certificate or certificates have been delivered by the

Corporation, such certificate or certificates may, nevertheless, be issued and

delivered as though the person or persons who signed such certificate or

certificates or whose facsimile signature or signatures have been used thereon

had not ceased to be such officer or officers of the Corporation.

Section 4. Lost Certificates. In case of loss or destruction of any

certificate of stock or other security of the Corporation, another may be

issued in its place upon satisfactory proof of such loss or destruction and

upon the giving of a satisfactory bond of indemnity to the Corporation and to

the transfer agents and registrars, if any, of such stock or other security,

in such sum as the Board may provide. The Board may delegate to any officer

or officers 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 and the surety thereon.

Section 5. Transfer of Shares. Upon surrender to the Corporation or

a transfer agent of the Corporation of a certificate for shares duly endorsed














25

or accompanied by proper evidence of succession, assignment or authority to

transfer, the Corporation may issue a new certificate to the person entitled

thereto, cancel the old certificate and record the transaction upon its books.

Section 6. Registered Shareholders. The Corporation and its

transfer agents shall be entitled to treat the holder of record of any share

or shares as the holder in fact thereof and shall not be bound to recognize

any equitable or other claims to, or interest in, such shares on the part of

any other person and shall not be liable for any registration or transfer of

shares which are registered, or to be registered, in the name of a fiduciary

or the nominee of a fiduciary unless made with actual knowledge that a

fiduciary, or nominee of a fiduciary, is committing a breach of trust in

requesting such registration or transfer, or with knowledge of such facts that

its participation therein amounts to bad faith.

Section 7. Interested Shareholders. The provisions of these Bylaws,

including without limitation the provisions of this Article VI as they apply

to any Interested Person or shares beneficially owned by such Interested

Person, are subject to the provisions of Article 9 of the Articles.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 1. Actions Involving Directors, Officers or Employees.

The Corporation shall indemnify any person who was or is a party (other than a
















26

party plaintiff suing on his own behalf or in the right of the Corporation),

or who is threatened to be made such 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 the fact that he or she is or was a Director,

officer or employee of the Corporation, or is or was serving at the request of

the Corporation as a director, officer or employee 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 or her in connection with such action,

suit or proceeding; provided, that no such person shall be indemnified (a)

except to the extent that the aggregate of losses to be indemnified under the

provisions of this Article VII exceeds the amount of such losses for which the

Director, officer or employee is insured pursuant to any directors and

officers liability insurance policy maintained by the Corporation; (b) in

respect to remuneration paid to such person if it shall be finally adjudged

that such remuneration was in violation of law; (c) on account of any suit in

which judgment is rendered against such person for an accounting of profits

made from the purchase or sale by such person of securities of the Corporation

pursuant to the provisions of Section 16(b) of the 1934 Act and amendments

thereto or similar provisions of any federal, state or local statutory law;

(d) on account of such person's conduct which is finally adjudged to have been














27

knowingly fraudulent, deliberately dishonest or willful misconduct; and (e)

if it shall be finally adjudged that such indemnification is not lawful.

Section 2. Actions Involving Agents. The Corporation may indemnify

any person who was or is a party (other than a party plaintiff suing on his

own behalf or in the right of the Corporation), or who is threatened to be

made such 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 the fact that he or she is an agent of the

Corporation, or is or was serving at the request of the Corporation as an

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 or her in

connection with such action, suit or proceeding, all to the full extent

permitted by law.

Section 3. Determination of Right to Indemnification in Certain

Instances.

(a) Any indemnification under Section 1 of this Article VII (unless

ordered by a court) shall be made by the Corporation unless a determination is

reasonably and promptly made that indemnification of the director, officer or

employee is not proper in the circumstances because he or she has not

satisfied the conditions set forth in such Section 1. Such determination














28

shall be made (1) by the Board 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 shareholders; provided, that no such determination

shall preclude an action brought in an appropriate court to challenge such

determination.

(b) Any indemnification under Section 2 of this Article VII (unless

ordered by a court) shall be made by the Corporation only as authorized in the

specific case upon a determination that indemnification of the agent is proper

in the circumstances because he or she has met the applicable standard of

conduct set forth in such Section 2. Such determination shall be made (1) by

the Board 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

shareholders.

Section 4. Advance Payment of Expenses. Expenses incurred by

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 upon receipt of an undertaking by or on behalf of the director,

officer, employee or agent to repay such amounts unless it shall ultimately be

determined that he or she is entitled to be indemnified by the Corporation as












29

authorized in this Article.

Section 5. Successful Defense. Notwithstanding any other provision

of this Article VII, to the extent that a director, officer, employee or agent

of the Corporation has been successful on the merits or otherwise (including

the dismissal of an action without prejudice or the settlement of an action

without admission of liability) in defense of any action, suit or proceeding

referred to in Sections 1 or 2 of this Article VII, 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 in

connection therewith.

Section 6. Not Exclusive Right. The indemnification provided by

this Article VII shall not be deemed exclusive of any other rights to which

those seeking indemnification may be entitled under any statute, bylaw,

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. Without limiting the generality of the foregoing,

in the event of conflict between the provisions of this Article VII and the

provisions of any agreement adopted by the shareholders between the

Corporation on the one hand, and any director, officer, employee or agent of

the Corporation on the other, providing for indemnification, the terms of such

agreement shall prevail. Any indemnification, whether required under this

Bylaw or permitted by statute or otherwise, shall continue as to a person who

has ceased to be a director, officer or employee and shall inure to the












30

benefit of the heirs, executors and administrators of such person.

Section 7. Insurance. The Board shall have the power to cause the

Corporation to purchase and maintain insurance on behalf of any person who is

or was a Director, officer, employee or agent of the Corporation, or is or was

serving at the request of the Corporation as a director, officer, employee or

agent of another corporation, partnership, joint venture, trust or other

enterprise against any liability asserted against him or her and incurred by

him or her in any such capacity, arising out of his or her status as such,

whether or not the Corporation would have the power to indemnify him against

such liability under the provisions of this Article.

Section 8. Subsidiaries of Corporation. For the purposes of this

Article VII, (a) any officer, Director, or employee of the Corporation who

shall serve as an officer, director, employee or agent of any other

corporation, joint venture, trust or other enterprise of which the

Corporation, directly or indirectly, is or was a stockholder or creditor, or

in which the Corporation is or was in any way interested, or (b) any officer,

director, or employee of any subsidiary corporation, venture, trust or other

enterprise wholly owned by the Corporation, shall be deemed to be serving as

such director, officer, employee or agent at the request of the Corporation,

unless the Board shall determine otherwise. In all instances where any person

shall serve as a director, officer, employee or agent of another corporation,
















31

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 such

director, officer, employee or agent at the request of the Corporation, the

Board 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.

___________________________

Note: The indemnification provided in the foregoing provisions of Article VII

(and related matters) was approved by the stockholders of the Corporation on

February 10, 1987.




































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Section 9. Spousal Indemnification. The spouse of a person entitled

to indemnification under Section 1 hereof or who is granted indemnification

under Section 2 hereof, shall be entitled to be so indemnified; provided, that

the spouse 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 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

(including, but not limited to, an action by or in the right of the

Corporation), solely by reason of the spousal relationship to the person

entitled to indemnification under Section 1 hereof or who is granted

indemnification under Section 2 hereof.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the shares of the Corporation,

subject to the provisions of the Articles, if any, may be declared by the

Board at any regular or special meeting, pursuant to law. Dividends may be

paid in cash, in property, or in shares of the capital stock or other

securities of the Corporation, in rights or warrants relating thereto, or in

any other form authorized by law.

Section 2. Checks. All checks or demands for money and notes of the

Corporation shall be signed by such officer or officers or such other person

or persons as the Board, or officers authorized by the Board, may, from time














33

to time, designate.

Section 3. Fiscal Year. The fiscal year of the

Corporation shall commence on October 1, and close on September 30.

Section 4. Seal. The Corporation's seal shall have inscribed

thereon the name of the Corporation, the numeral "1890" being the year of the

incorporation of the Corporation, and the words "Corporate Seal, Missouri".

The seal may be used by causing it, or a facsimile thereof, to be impressed,

affixed, reproduced or otherwise.

Section 5. Closing of Transfer Books and Fixing of Record Dates.

The Board shall have power to close the share transfer books of the

Corporation for a period not exceeding seventy (70) days preceding the date of

any meeting of shareholders, or the date for the payment of any dividend, or

the date for the allotment of rights, or the date when any change, conversion

or exchange of shares shall go into effect; provided, however, that, in lieu

of closing the share transfer books as aforesaid, the Board may fix in advance

a date, not exceeding seventy (70) days preceding the date of any meeting of

shareholders, or the date for the payment any dividend, or the date for the

allotment of rights, or the date when any change or conversion or exchange of

shares shall go into effect, as a record date for the determination of the

shareholders entitled to notice of, and to vote at, any such meeting, and any

adjournment thereof, or entitled to receive payment of any such dividend, or
















34

to any such allotment of rights, or to exercise rights in respect of any such

change, conversion or exchange of shares; and, in each such case, such

shareholders and only such shareholders as shall be shareholders of record on

the date of closing the share transfer books, or on the record date so fixed,

shall be entitled to notice of, and to vote at, such meeting and any

adjournment thereof, or to receive payment of such dividend, or to receive

such allotment of rights, or to exercise such rights, as the case may be,

notwithstanding any transfer of any shares after such date of closing of the

share transfer books or such record date fixed as aforesaid.


ARTICLE IX

AMENDMENTS

Section 1. These Bylaws may be altered, amended or repealed solely

by a majority vote of the members of the whole Board at any regular or special

meeting thereof duly called and convened.










35