<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>c61054ex3-2.txt
<DESCRIPTION>BYLAWS OF OUR COMPANY
<TEXT>

<PAGE>   1
                                                                     Exhibit 3.2


                                 RESTATED BYLAWS

                                       OF

                       EXCHANGE NATIONAL BANCSHARES, INC.








            As adopted by the Board of Directors on August 23, 2000.



<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
<S>                                                                                         <C>

ARTICLE I  OFFICES AND RECORDS...............................................................1
   1.1 Registered Office and Registered Agent................................................1
   1.2 Corporate Offices.....................................................................1
   1.3 Books and Records.....................................................................1
   1.4 Inspection of Records.................................................................1
ARTICLE II  SHAREHOLDERS.....................................................................2
   2.1 Place of Meetings.....................................................................2
   2.2 Annual Meetings.......................................................................2
   2.3 Special Meetings......................................................................2
   2.4 Consent of Shareholders in Lieu of Meeting............................................2
   2.5 Notice; Waiver of Notice..............................................................2
   2.6 Presiding Officials...................................................................3
   2.7 Business Which May be Transacted......................................................3
   2.8 Quorum................................................................................3
   2.9 Proxies...............................................................................4
   2.10 Voting...............................................................................4
   2.11 Registered Shareholders -- Exceptions -- Stock Ownership Presumed....................4
   2.12 Shareholders' Lists..................................................................5
ARTICLE III  BOARD OF DIRECTORS..............................................................5
   3.1 Number and Eligibility................................................................5
   3.2 Classes...............................................................................6
   3.3 Powers of the Board...................................................................6
   3.4 Offices...............................................................................6
   3.5 Meetings of the Newly Elected Board...................................................6
   3.6 Notice of Meetings; Waiver of Notice..................................................7
   3.7 Meetings by Conference Telephone or Similar Communications Equipment..................7
   3.8 Action Without a Meeting..............................................................7
   3.9 Quorum................................................................................8
   3.10 Vacancies............................................................................8
   3.11 Committees...........................................................................8
   3.12 Compensation of Directors and Committee Members......................................8
   3.13 Removal of Directors.................................................................9
   3.14 Nomination of Directors and Presentation of Business at Shareholder Meetings.........9
   3.15 Advisory Directors..................................................................11
ARTICLE IV  OFFICERS........................................................................11
   4.1 Designations.........................................................................11
   4.2 Term of Office.......................................................................11
   4.3 Other Agents.........................................................................12
   4.4 Removal..............................................................................12
   4.5 Salaries and Compensation............................................................12
   4.6 Delegation of Authority to Hire, Discharge and Designate Duties......................12
</TABLE>

                                       i
<PAGE>   3
<TABLE>
<S>                                                                                         <C>
   4.7 Chairman of the Board................................................................12
   4.8 President............................................................................13
   4.9 Vice Chairman of the Board...........................................................13
   4.10 Senior Vice Presidents..............................................................13
   4.11 Vice Presidents.....................................................................13
   4.12 Secretary...........................................................................14
   4.13 Treasurer...........................................................................14
   4.14 Duties of Officers May Be Delegated.................................................15
ARTICLE V  INDEMNIFICATION..................................................................15
   5.1 Indemnification, Generally...........................................................15
ARTICLE VI  STOCK...........................................................................15
   6.1 Payment for Shares of Stock..........................................................15
   6.2 Certificates for Shares of Stock.....................................................15
   6.3 Transfers of Shares -- Transfer Agent -- Registrar...................................16
   6.4 Closing of Transfer Books............................................................16
   6.5 Lost or Destroyed Certificates.......................................................17
   6.6 Regulations..........................................................................17
ARTICLE VII  CORPORATE FINANCE..............................................................17
   7.1 Fixing of Capital -- Transfers of Surplus............................................17
   7.2 Dividends............................................................................17
   7.3 Creation of Reserves.................................................................18
ARTICLE VIII  GENERAL PROVISIONS............................................................18
   8.1 Fiscal Year..........................................................................18
   8.2 Depositories.........................................................................18
   8.3 Directors' Annual Statement..........................................................18
   8.4 Contracts with Officers or Directors or Their Affiliates.............................18
   8.5 Amendments...........................................................................19
   8.6 Issuing Public Corporation; Control Share Acquisitions...............................19
   8.7 Rules of Construction................................................................19
</TABLE>



                                       ii
<PAGE>   4



                                 RESTATED BYLAWS

                                       OF

                       EXCHANGE NATIONAL BANCSHARES, INC.



                                    ARTICLE I
                               OFFICES AND RECORDS

        1.1     Registered Office and Registered Agent. The location of the
registered office and the name of the registered agent of the Corporation in the
State of Missouri shall be as stated in the Articles of Incorporation or as
shall be determined from time to time by the Board of Directors and on file in
the appropriate office of the State of Missouri pursuant to applicable
provisions of law. Unless otherwise permitted by law, the address of the
registered office of the Corporation and the address of the business office of
the registered agent shall be identical.

        1.2     Corporate Offices. The Corporation may have such corporate
offices anywhere within or without the State of Missouri as the Board of
Directors from time to time may determine or the business of the Corporation may
require. The "principal place of business" or "principal business office" or
"executive office" of the Corporation may be fixed and so designated from time
to time by the Board of Directors, but the location or residence of the
Corporation in the State of Missouri shall be deemed for all purposes to be in
the county in which its registered office in the State of Missouri is
maintained.

        1.3     Books and Records. The Corporation shall keep correct and
complete books and records of account, including the amount of its assets and
liabilities, minutes of its proceedings of its shareholders and Board of
Directors and the names and places of residence of its officers. The Corporation
shall keep at its registered office of principal place of business in the State
of Missouri, or at the office of its transfer agent in the State of Missouri, if
any, books and records in which shall be recorded the number of shares
subscribed, the names of the owners of the shares, the numbers owned by them
respectively, the amount paid for the shares, and by whom, and the transfer of
such shares with the date of transfer.

        1.4     Inspection of Records. A shareholder may, upon written demand,
inspect the records of the Corporation, pursuant to any statutory or other legal
right, during the usual and customary hours of business and in such manner as
will not unduly interfere with the regular conduct of the business of the
Corporation. A shareholder may delegate his right of inspection to a certified
or public accountant on the condition, to be enforced at the option of the
Corporation, that the shareholder and accountant agree with the Corporation to
furnish to the Corporation promptly a true and correct copy of each report with
respect to such inspection made by such accountant. No shareholder shall use,
permit to be used or acquiesce in the use by others of any information so
obtained to the detriment competitively of the Corporation, nor shall he furnish
or permit to be furnished any information so obtained to any competitor or
prospective competitor of the Corporation. The Corporation as a condition
precedent to any shareholder's inspection of the records of the Corporation may
require the shareholder to indemnify the Corporation, in such

<PAGE>   5

manner and for such amount as may be determined by the Board of Directors,
against any loss or damage which may be suffered by it arising out of or
resulting from any unauthorized disclosure made or permitted to be made by such
shareholder of information obtained in the course of such inspection.

                                   ARTICLE II
                                  SHAREHOLDERS

        2.1     Place of Meetings. All meetings of the shareholders shall be
held at the principal business office of the Corporation in the State of
Missouri, except such meetings as the Board of Directors to the extent
permissible by law expressly determines shall be held elsewhere, in which case
such meetings may be held, upon notice thereof as hereinafter provided, at such
other place or places, within or without the State of Missouri, as the Board of
Directors shall have determined, and as shall be stated in such notice.

        2.2     Annual Meetings. An annual meeting of shareholders shall be held
on the second Wednesday in June of each year, if not a bank holiday, and if a
bank holiday, then on the next banking day following, at 9:00 a.m. At each
annual meeting of shareholders, the shareholders entitled to vote thereat shall
elect directors by a majority vote to serve until expiration of their respective
term of office as specified in Article FIFTH of the Articles of Incorporation
and until their respective successors are duly elected and qualified, or until
their respective earlier resignation or removal, and may transact such other
business as may properly be brought before the meeting as provided in Bylaw
3.14.

        2.3     Special Meetings.

                (a)     Special meetings of the shareholders may be held for any
purpose or purposes and may be called by the Board of Directors, or by the
holders of, or by any officer or shareholder upon the written request of the
holders of not less than two-thirds (2/3) of all outstanding shares entitled to
vote at any such meeting, and shall be called by any officer directed to do so
by the Board of Directors.

                (b)     The "call" and the "notice" of any such meeting shall be
deemed to be synonymous.

        2.4     Consent of Shareholders in Lieu of Meeting. Any action required
to be taken or which may be taken at a meeting of the shareholders may be taken
without a meeting if consents in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof. Such consents shall have the same force and effect as a
unanimous vote of the shareholders at a meeting duly held. The Secretary shall
file such consents with the minutes of the meetings of the shareholders.

        2.5     Notice; Waiver of Notice.

                (a)     Written or printed notice of each meeting of the
shareholders, whether annual or special, stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes thereof,
shall be delivered or given to each shareholder entitled

                                       2
<PAGE>   6

to vote at such meeting, as determined in accordance with Bylaw 6.4, either
personally or by mail, not less than 10 days or more than 70 days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting, unless, as to a
particular matter, other or further notice is required by law, in which case
such other or further notice shall be given.

                (b)     Any notice to a shareholder of a shareholders' meeting
sent by mail shall be deemed to be delivered when deposited in the United States
mail with postage thereon prepaid, addressed to the shareholder at his address
as it appears on the records of the Corporation.

                (c)     Whenever any notice is required to be given to any
shareholder under the provisions of these Bylaws, or of the Articles of
Incorporation or of any law, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                (d)     To the extent provided by law, attendance of a
shareholder at any meeting shall constitute a waiver of notice of such meeting
except where a shareholder attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.

        2.6     Presiding Officials. Every meeting of the shareholders, for
whatever purpose, shall be convened by the President, the Secretary or by the
officer or any of the persons who called the meeting by notice as above
provided. The meeting shall be presided over by the officers specified in Bylaws
4.7, 4.8 and 4.9; provided, however, that the shareholders at any meeting, by a
vote of two-thirds (2/3) or more of the outstanding shares of stock of the
Corporation entitled to vote, and notwithstanding anything to the contrary
contained elsewhere in these Bylaws, may select any persons of their choosing to
act as chairman and secretary of such meeting or any session thereof.

        2.7     Business Which May be Transacted.

                (a)     At each annual meeting of the shareholders, the
shareholders shall elect directors to hold office until expiration of such
director's term of office as specified in Article FIFTH of the Articles of
Incorporation and until such director's successor is duly elected and qualified
or until such director's earlier resignation or removal. At the annual meeting,
the shareholders may transact such other business as may be properly brought
before an annual meeting pursuant to Bylaw 3.14.

                (b)     Business transacted at all special meetings of the
shareholders shall be confined to the purpose or purposes stated in the notices
of such meetings.

        2.8     Quorum. Unless otherwise provided by the Articles of
Incorporation or these Bylaws, a majority of the outstanding shares entitled to
vote at any meeting represented in person or by proxy, shall constitute a quorum
at all meetings of the shareholders; provided, that in no event shall a quorum
consist of less than a majority of the outstanding shares entitled to

                                       3
<PAGE>   7

vote, but less than such quorum shall have the right successively to adjourn the
meeting, without notice to any shareholder not present at the meeting, to a
specified date no later than 60 days after such adjournment. The affirmative
vote of a majority of shares entitled to vote on the subject matter and
represented in person or by proxy at a meeting at which a quorum is present
shall be valid as an act of the shareholders, unless a larger vote is required
by law, by the Articles of Incorporation or by these Bylaws. At any subsequent
session of the meeting at which a quorum is present in person or by proxy any
business may be transacted which could have been transacted at the initial
session of the meeting if a quorum had been present.

        2.9     Proxies. At any meeting of the shareholders every shareholder
having the right to vote shall be entitled to vote in person or by proxy
executed in writing by such shareholder or by his duly authorized attorney in
fact. No proxy shall be valid after 11 months from the date of its execution,
unless otherwise provided in the proxy.

        2.10    Voting.

                (a)     Unless otherwise provided in the Articles of
Incorporation, each shareholder shall have one vote for each share of stock
entitled to vote under the provisions of the Articles of Incorporation and which
is registered in his name on the books of the Corporation.

                (b)     Unless otherwise provided in the Articles of
Incorporation, each shareholder in the election of directors shall have one vote
for each share of stock entitled to vote.

                (c)     No person shall be admitted to vote on any shares of the
Corporation belonging or hypothecated to the Corporation.

                (d)     If the Board of Directors does not close the transfer
books or set a record date for the determination of its shareholders entitled to
notice of, and to vote at, a meeting of shareholders, only those persons who are
shareholders of record at the close of business on the 20th day preceding the
date of such meeting shall be entitled to notice of, and to vote at, such
meeting and any adjournment of such meeting; except that, if prior to such
meeting written waivers of notice of such meeting are signed and delivered to
the Corporation by all of the shareholders of record at the time such meeting is
convened, only those persons who are shareholders of record at the time such
meeting is convened shall be entitled to vote at such meeting, and any
adjournment thereof.

        2.11    Registered Shareholders -- Exceptions -- Stock Ownership
Presumed. The Corporation shall be entitled to treat the holders of the shares
of stock of the Corporation, as recorded on the stock record or transfer books
of the Corporation, as the holders of record and as the holders and owners in
fact thereof, and, accordingly, the Corporation shall not be required to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, firm, partnership, corporation or association, whether
or not the Corporation shall have express or other notice thereof, except as is
otherwise expressly required by law, and the term "shareholder" as used in these
Bylaws means one who is a holder of record of shares of the

                                       4
<PAGE>   8

Corporation; provided, however, that if permitted by law:

                (a)     shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
board of directors of such corporation may determine;

                (b)     shares standing in the name of a deceased person may be
voted by his personal representative, either in person or by proxy; and shares
standing in the name of a conservator or trustee may be voted by such fiduciary,
either in person or by proxy, but no conservator or trustee shall be entitled,
as such fiduciary, to vote shares held by him without a transfer of such shares
into his name;

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

                (d)     a shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

        2.12    Shareholders' Lists.

                (a)     A complete list of the shareholders entitled to vote at
each meeting of the shareholders, arranged in alphabetical order, with the
address of and the number of voting shares held by each, shall be prepared by
the officer of the Corporation having charge of the stock transfer books of the
Corporation, and shall, for a period of 10 days prior to the meeting, be kept on
file at the registered office of the Corporation in the State of Missouri and
shall at any time during the usual hours for business be subject to inspection
by any shareholder. Such list or a duplicate thereof 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 be prima facie evidence as to who are the shareholders entitled
to examine such list, share ledger or transfer book or to vote at any meeting of
shareholders.

                (b)     Failure to comply with the foregoing shall not affect
the validity of any action taken at any such meeting.


                                  ARTICLE III
                               BOARD OF DIRECTORS

        3.1     Number and Eligibility. Unless and until changed by the Board of
Directors as hereinafter provided, the number of directors to constitute the
Board of Directors shall be the same number as that provided for the first Board
in the Articles of Incorporation or, if not so provided, shall be the same as
the number of persons named by the incorporator or

                                       5
<PAGE>   9

incorporators to constitute the first Board of Directors of the Corporation.
Each director shall hold such office until expiration of such director's term of
office as specified in Article FIFTH of the Articles of Incorporation and until
such director's successor is duly elected and qualified or until such director's
earlier resignation or removal. The Board of Directors shall have the power to
change the number of directors by resolution adopted by a majority of the whole
Board, provided that, within 30 days after any such change, the Secretary of the
State of Missouri shall be given notice of any such change. Directors need not
be shareholders of the Corporation unless the Articles of Incorporation at any
time so require. No person shall be eligible to stand for election as a director
if he or she has been convicted of a felony by a court of competent jurisdiction
where such conviction is no longer subject to direct appeal. No person shall
serve on the Board beyond the end of the term in which he or she attains his or
her 75th birthday, nor shall any person, following his or her 75th birthday, be
eligible to stand for election as a director.

        3.2     Classes. The Board of Directors shall be divided into three
classes, in accordance with the provisions of the Articles of Incorporation.

        3.3     Powers of the Board. The property and business of the
Corporation shall be controlled and managed by the directors, acting as a Board.
The Board shall have and is vested with all powers and authorities, except as
may be expressly limited by law, the Articles of Incorporation or these Bylaws,
to do or cause to be done any and all lawful things for and in behalf of the
Corporation, to exercise or cause to be exercised any or all of its powers,
privileges and franchises, and to seek the effectuation of its objects and
purposes.

        3.4     Offices. The directors may have one or more offices, and keep
the books of the Corporation (except the original or duplicate stock ledgers,
and such other books and records as may by law be required to be kept at a
particular place) at such place or places within or without the State of
Missouri as the Board of Directors may from time to time determine.

        3.5     Meetings of the Newly Elected Board. The members of each newly
elected Board (a) shall meet at such time and place, either within or without
the State of Missouri, as shall be suggested or provided for by resolution of
the shareholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or (b) if not so suggested or
provided for by resolution of the shareholders, or if a quorum shall not be
present, may meet at such time and place as shall be consented to in writing by
a majority of the newly elected directors, provided that written or printed
notice of such meeting shall be mailed, sent by telegram or delivered to each of
the other directors in the same manner as provided in Bylaw 3.6(b) with respect
to the giving of notice for special meetings of the Board except that it shall
not be necessary to state the purpose of the meeting in such notice, or (c)
regardless of whether or not the time and place of such meeting shall be
suggested or provided for by resolution of the shareholders at the annual
meeting, may meet at such time and place as shall be consented to in writing by
all of the newly elected directors. Each director, upon his election, shall
qualify by accepting the office of director, and his attendance at, or his
written approval of the minutes of, any meeting of the newly elected directors
shall constitute his acceptance of such office; or he may execute such
acceptance by a separate writing, which shall be placed in the minute book.


                                       6
<PAGE>   10

        3.6     Notice of Meetings; Waiver of Notice.

                (a)     Regular Meetings. Regular meetings of the Board may be
held without notice at such times and places either within or without the State
of Missouri as shall from time to time be fixed by resolution adopted by the
full Board of Directors. Any business may be transacted at a regular meeting.

                (b)     Special Meetings.

                        (i)     Special meetings of the Board may be called at
any time by the Chairman of the Board, the President, or by any three or more of
the directors. The place may be within or without the State of Missouri as
designated in the notice.

                        (ii)    Written or printed notice of each special
meeting of the Board, stating the place, day and hour of the meeting and the
purpose or purposes thereof, shall be mailed to each director at least three
days before the day on which the meeting is to be held, or shall be delivered to
him personally or sent to him by telegram at least two days before the day on
which the meeting is to be held. If mailed, such notice shall be deemed to be
delivered when it is deposited in the United States mail with postage thereon
prepaid, addressed to the director at his residence or usual place of business.
If given by telegraph, such notice shall be deemed to be delivered when it is
delivered to the telegraph company. The notice may be given by any officer
having authority to call the meeting or by any director.

                        (iii)   "Notice" and "call" with respect to such
meetings shall be deemed to be synonymous.

                (c)     Waiver of Notice. Whenever any notice is required to be
given to any director under the provisions of these Bylaws, or of the Articles
of Incorporation or of any law, a waiver thereof in writing signed by such
director, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance of a director at any meeting
shall constitute a waiver of notice of such meeting except where a director
attends a meeting for the express purposes of objecting to the transaction of
any business because the meeting is not lawfully called or convened.

        3.7     Meetings by Conference Telephone or Similar Communications
Equipment. Unless otherwise restricted by the Articles of Incorporation or these
Bylaws or by law, members of the Board of Directors of the Corporation, or any
committee designated by the Board, may participate in a meeting of the Board or
committee by means of conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at
the meeting.

        3.8     Action Without a Meeting. Any action which is required to be or
may be taken at a meeting of the directors, or of the executive committee or any
other committee of the directors, may be taken without a meeting if consents in
writing, setting forth the action so taken, are signed by all of the members of
the Board or of the committee as the case may be. The consents shall have the
same force and effect as a unanimous vote at a meeting duly held. The


                                       7
<PAGE>   11

Secretary shall file such consents with the minutes of the meetings of the Board
of Directors or of the committee as the case may be.

        3.9     Quorum. At all meetings of the Board, a majority of the full
Board of Directors shall, unless a greater number as to any particular matter is
required by law, the Articles of Incorporation or these Bylaws, constitute a
quorum for the transaction of business. The act of a majority of the directors
present at any meeting of the Board of Directors at which a quorum is present
shall be the act of the Board of Directors, unless the act of a greater number
is required by law, the Articles of Incorporation or these Bylaws.

        3.10    Vacancies. Unless otherwise provided in the Articles of
Incorporation, these Bylaws or by law, vacancies on the Board of Directors and
newly created directorships resulting from any increase in the number of
directors to constitute the Board may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director,
until the next election of the class of directors for which such directors shall
have been chosen and until their successors shall be elected and qualified or
until their respective earlier resignation or renewal.

        3.11    Committees.

                (a)     The Board of Directors may, by resolution or resolutions
adopted by a majority of the whole Board of Directors, designate two or more
directors of the Corporation to constitute one or more committees (including
without limitation an executive committee). Each such committee, to the extent
provided in such resolution or resolutions, shall have and may exercise all of
the authority of the Board of Directors in the management of the Corporation;
provided, however, that the designation of each such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or him
by law.

                (b)     Each such committee shall keep regular minutes of its
proceedings, which minutes shall be recorded in the minute book of the
Corporation. The Secretary or an Assistant Secretary of the Corporation may act
as Secretary for each such committee if the committee so requests.

        3.12    Compensation of Directors and Committee Members. Directors,
including Advisory Directors, and members of all committees shall not receive
any stated salary for their services as such, unless authorized by resolution of
the Board of Directors. Also, by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board or committee. Nothing herein contained shall be
construed to preclude any director or committee member from serving the
Corporation in any other capacity and receiving compensation therefor.


                                       8
<PAGE>   12

        3.13    Removal of Directors. Directors may be removed only in the
manner provided in the Corporation's Certificate of Incorporation.

        3.14    Nomination of Directors and Presentation of Business at
Shareholder Meetings.

                (a)     Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the shareholders may
be made at an annual meeting of shareholders (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of the Board of Directors or
(iii) by any shareholder who was a shareholder of record at the time of the
giving of notice provided for in this Bylaw 3.14, who is entitled to vote
thereon at the meeting and who complied with the notice procedures set forth in
this Bylaw 3.14.

                (b)     For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (iii) of section
(a) of this Bylaw 3.14, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than 60 days prior to the first anniversary of the
preceding year's annual meeting, provided that notices for nominations may be
delivered to the Secretary not less than 30 days prior to such anniversary;
provided, however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, notice by the shareholder to be timely must be so delivered
not later than the close of business on the later of (i) the 60th day (in the
case of nominations, the 30th day) prior to such annual meeting or (ii) the 10th
day following the date on which public announcement of the date of such meeting
is first made. Such shareholder's notice shall set forth as to each person whom
the shareholder proposes to nominate for election or reelection as a Director:
(a) the name and address of the shareholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation that such
shareholder is a holder of record of stock of the Corporation entitled to vote
in the election of directors at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) the name and address of such shareholder, as it appears on the
Corporation's books, and of the beneficial owner (as such term is defined in
Rule 240.13d-3 of the Securities Exchange Act of 1934, as amended, ("Exchange
Act") (17 C.F.R. Section 240.13d-3)), if any, on whose behalf the nomination is
made; (d) the class and number of shares of the Corporation which are owned
beneficially (as such term is defined in Rule 240.13d-3 of the Exchange Act (17
C.F.R. Section 240.13d-3)) and of record by the nominating shareholder and each
nominee proposed by such shareholder; (e) a description of all arrangements or
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (f) such other information
regarding each nominee proposed by such shareholder as would have been required
to be included in a proxy statement filed pursuant to Regulation 14A (17 C.F.R.
Section 240.14a-l et seq.) as then in effect under the Exchange Act, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (g) the consent of each nominee to serve as a Director of the Corporation if
so elected. As to any other business that the shareholder proposes to bring
before the meeting, a shareholder's notice to the Secretary shall set forth as
to each matter: (a) a brief description of the business desired to be brought
before the annual

                                       9
<PAGE>   13
meeting; (b) the information required by subsections (b), (c) and (d) above; (c)
the reason for conducting such business at the meeting and any material interest
of the shareholder or such beneficial owner in such business; and (d) all other
information with respect to each such matter as would have been required to be
included in a proxy statement filed pursuant to Regulation 14A (17 C.F.R.
Section 240.14a-l et seq.) as then in effect under the Exchange Act, had proxies
been solicited by the Board of Directors with respect thereto. Notwithstanding
anything in this Bylaw 3.14(b) to the contrary, in the event that the number of
Directors to be elected to the Board of Directors is increased and there is no
public announcement naming all of the nominees for Director or specifying the
size of the increased Board of Directors made by the Corporation at least 40
days prior to the first anniversary of the preceding year's annual meeting, a
shareholder's notice shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Corporation.

                (c)     Only such business shall be conducted at a special
meeting of shareholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. Nominations of persons for election to
the Board of Directors may be made at a special meeting of shareholders with
regard to which the Board of Directors has determined that Directors are to be
elected (i) pursuant to the Corporation's notice of meeting, (ii) by or at the
direction of the Board of Directors, or (iii) by any shareholder who is a
shareholder of record at the time of the giving of notice provided for in this
Bylaw 3.14, who shall be entitled to vote for the election of Directors at the
meeting and who complies with the notice procedures set forth in the last
sentence of this section (c) of this Bylaw 3.14. In the event the Corporation
calls a special meeting of shareholders for the purpose of electing one or more
Directors to the Board, any such shareholder may nominate a person or persons
(as the case may be) for election to such position(s) as specified in the
Corporation's notice of meeting, if the shareholder's notice setting forth the
information required by section (b) of this Bylaw 3.14 shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the later of (i) the 30th day prior to such special
meeting or (ii) the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.

                (d)     Only such persons who are nominated in accordance with
the procedures set forth in this Bylaw 3.14 shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Bylaw 3.14. The chairman of the meeting of shareholders shall
have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with the
procedures set forth in this Bylaw 3.14 and, if any proposed nomination or
business is not in compliance with this Bylaw 3.14, to declare that such
defective nominations or proposal shall be disregarded.

                (e)     For purposes of this Bylaw 3.14, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press 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 Exchange Act.


                                       10
<PAGE>   14

                (f)     Notwithstanding the foregoing provisions of this Bylaw
3.14, a shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw 3.14. To the extent Bylaw 3.14 shall be deemed
by the Board of Directors or the Securities and Exchange Commission, or adjudged
by a court of competent jurisdiction, to be inconsistent with the rights of
shareholders to request inclusion of a proposal in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act, such rule shall
prevail.

        3.15    Advisory Directors. The Board of Directors may also include
Advisory Directors chosen by a majority vote of the Board of Directors. Advisory
Directors may participate in all meetings of the Board of Directors, but will
not be entitled to vote at such meetings. Advisory Directors shall have the
right to participate in all discussions with respect to any and all items of
business brought before the Board of Directors at such meetings other than any
matter as to which a majority of the Board of Directors determines in good faith
that consideration of such matter should be limited to voting Directors.
Compensation of Advisory Directors shall be determined by the Board of
Directors. The term of each Advisory Director shall be determined by the Board
of Directors.

                                   ARTICLE IV
                                    OFFICERS

        4.1     Designations.

                (a)     The officers of the Corporation shall be a Chairman of
the Board, a President, a Vice Chairman of the Board, one or more Senior Vice
Presidents, one or more Vice Presidents, a Secretary and a Treasurer. The Board
shall elect a President and Secretary at its first meeting after each annual
meeting of the shareholders. The Board then, or from time to time, may also
elect one or more of the other prescribed officers as it shall deem advisable,
but need not elect any officers other than a President and a Secretary. The
Board may, if it desires, elect or appoint additional officers and may further
identify or describe any one or more of the officers of the Corporation.

                (b)     The officers of the Corporation need not be members of
the Board of Directors. Any two or more offices may be held by the same person.

                (c)     An officer shall be deemed qualified when he enters upon
the duties of the office to which he has been elected or appointed and furnishes
any bond required by the Board; but the Board may also require his written
acceptance and promise faithfully to discharge the duties of such office.

        4.2     Term of Office. Each officer of the Corporation shall hold his
office at the pleasure of the Board of Directors or for such other period as the
Board may specify at the time of his election or appointment, or until his
death, resignation or removal by the Board, whichever first occurs. In any
event, each officer of the Corporation who is not reelected or reappointed at
the annual election of officers by the Board next succeeding his election or
appointment shall be deemed to have been removed by the Board, unless the Board
provides otherwise at the time of

                                       11
<PAGE>   15

his election or appointment.

        4.3     Other Agents. The Board from time to time may appoint such other
agents for the Corporation as the Board shall deem necessary or advisable, each
of whom shall serve at the pleasure of the Board or for such period as the Board
may specify, and shall exercise such powers, have such titles and perform such
duties as shall be determined from time to time by the Board or by an officer
empowered by the Board to make such determinations.

        4.4     Removal. Any officer or agent elected or appointed by the Board
of Directors, and any employee, may be removed or discharged by the Board
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal or discharge shall be without prejudice to the
contract rights, if any, of the person so removed or discharged.

        4.5     Salaries and Compensation. Salaries and compensation of all
elected officers of the Corporation shall be fixed, increased or decreased by
the Board of Directors, but this power, except as to the salary or compensation
of the Chairman of the Board and the President, may, unless prohibited by law,
be delegated by the Board to the Chairman of the Board, the President or a
committee. Salaries and compensation of all appointed officers and agents, and
of all employees of the Corporation, may be fixed, increased or decreased by the
Board of Directors, but until action is taken with respect thereto by the Board
of Directors, the same may be fixed, increased or decreased by the President or
by such other officer or officers as may be empowered by the Board of Directors
to do so.

        4.6     Delegation of Authority to Hire, Discharge and Designate Duties.
The Board from time to time may delegate to the Chairman of the Board, the
President or other officer or executive employee of the Corporation, authority
to hire, discharge and fix and modify the duties and salary or other
compensation or employees of the Corporation under their jurisdiction, and the
Board may delegate to such officer or executive employee similar authority with
respect to obtaining and retaining for the Corporation the services of
attorneys, accountants and other experts.

        4.7     Chairman of the Board. If a Chairman of the Board be elected, he
shall, except as otherwise provided for in Bylaw 2.6, preside at all meetings of
the shareholders and directors at which he may be present and shall have such
other duties, powers and authority as may be prescribed elsewhere in these
Bylaws. The Board of Directors may delegate such other authority and assign such
additional duties to the Chairman of the Board, other than those conferred by
law exclusively upon the President, as the Board may from time to time
determine, and, to the extent permissible by law, the Board may designate the
Chairman of the Board as the chief executive officer of the Corporation with all
of the powers otherwise conferred upon the President of the Corporation under
Bylaw 4.8, or the Board may, from time to time, divide the responsibilities,
duties and authority for the general control and management of the Corporation's
business and affairs between the Chairman of the Board and the President. If the
Chairman of the Board is designated as the chief executive officer of the
Corporation or to have the powers of the chief executive officer coextensively
with the President, notice thereof shall be given to the extent and in the
manner as may be required by law.


                                       12
<PAGE>   16

        4.8     President.

                (a)     Unless the Board otherwise provides, the President shall
be the chief executive officer of the Corporation with such general executive
powers and duties of supervision and management as are usually vested in the
office of the chief executive officer of a corporation, and he shall carry into
effect all directions and resolutions of the Board. Except as otherwise provided
for in Bylaw 2.6, the President, in the absence of the Chairman of the Board or
if there be no chairman of the board, shall preside at all meetings of the
shareholders and directors.

                (b)     The President may execute all bonds, notes, debentures,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, may cause the seal to be affixed thereto, and may execute all other
instruments for and in the name of the Corporation.

                (c)     Unless the Board otherwise provides, the President, or
any person designated in writing by him, may (i) attend meetings of shareholders
of other corporations to represent this Corporation thereat and to vote or take
action with respect to the shares of any such corporation owned by this
Corporation in such manner as he or his designee may determine, and (ii) execute
and deliver waivers of notice and proxies for and in the name of this
Corporation with respect to shares of any such corporation owned by this
Corporation.

                (d)     The President shall, unless the Board otherwise
provides, be an ex officio member of all standing committees.

                (e)     The President shall have such other or further duties
and authority as may be prescribed elsewhere in these Bylaws or from time to
time by the Board of Directors.

                (f)     If a Chairman of the Board be elected and designated as
the chief executive officer of the Corporation, as provided in Bylaw 4.7, the
President shall perform such duties as may be specifically delegated to him by
the Board of Directors or are conferred by law exclusively upon him, and in the
absence or disability of the Chairman of the Board or in the event of his
inability or refusal to act, the President shall perform the duties and exercise
the powers of the Chairman of the Board.

        4.9     Vice Chairman of the Board. In the absence or disability of the
Chairman of the Board or in the event of his inability or refusal to act, the
Vice Chairman of the Board may perform the duties and exercise the powers of the
Chairman of the Board, until the Board otherwise provides. The Vice Chairman of
the Board shall perform such other duties as the Board shall from time to time
prescribe.

        4.10    Senior Vice Presidents. In the absence or disability of the
President or in the event of his inability or refusal to act, any Senior Vice
President may perform the duties and exercise the powers of the President, until
the Board otherwise provides. Senior Vice Presidents shall perform such other
duties as the Board shall from time to time prescribe.

        4.11    Vice Presidents. In the absence or disability of any Senior Vice
President or in the event of his inability or refusal to act, any Vice President
may perform the duties and

                                       13
<PAGE>   17

exercise the powers of the Senior Vice President, until the Board otherwise
provides. Vice Presidents shall perform such other duties as the Board shall
from time to time prescribe.

        4.12    Secretary.

                (a)     The Secretary shall attend all meetings of the Board
and, except as otherwise provided for in Bylaw 2.6, all meetings of the
shareholders. He shall prepare minutes of all proceedings at such meetings and
shall preserve them in a minute book of the Corporation. He shall perform
similar duties for each executive and standing committee when requested by the
Board or such committee.

                (b)     The Secretary shall see that all books, records, lists
and information, or duplicates, required to be maintained at the registered or
other office of the Corporation in the State of Missouri, or elsewhere, are so
maintained.

                (c)     The Secretary shall keep in safe custody the seal of the
Corporation and when duly authorized to do so shall affix the seal of the
Corporation to any instrument requiring a corporate seal, and, when so affixed,
he shall be authorized to attest the seal by his signature.

                (d)     The Secretary shall perform such other duties and have
such other responsibility and authority as may be prescribed elsewhere in these
Bylaws or from time to time by the Board of Directors or the chief executive
officer of the Corporation, under whose direct supervision the Secretary shall
be.

                (e)     The Secretary shall have the general duties, powers and
responsibilities of a secretary of a corporation.

                (f)     In the absence or disability of the Secretary or in the
event of his inability or refusal to act, any Assistant Secretary may perform
the duties and exercise the powers of the Secretary until the Board of Directors
otherwise provides. Assistant Secretaries shall perform such other duties and
have such other authority as the Board of Directors may from time to time
prescribe.

        4.13    Treasurer.

                (a)     The Treasurer shall have responsibility for the
safekeeping of the funds and securities of the Corporation, shall keep or cause
to be kept full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall keep, or cause to be kept, all other
books of account and accounting records of the Corporation. He shall deposit or
cause to be deposited all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors or by any officer of the Corporation to whom such authority
has been granted by the Board.

                (b)     The Treasurer shall disburse, or permit to be disbursed,
the funds of the Corporation as may be ordered, or authorized generally, by the
Board, and shall render to the chief executive officer of the Corporation and
the directors, whenever they may require, an

                                       14
<PAGE>   18

account of all his transactions as treasurer and of those under his
jurisdiction, and of the financial condition of the Corporation.

                (c)     The Treasurer shall perform such other duties and shall
have such other responsibility and authority as may be prescribed elsewhere in
these Bylaws or from time to time by the Board of Directors.

                (d)     The Treasurer shall have the general duties, powers and
responsibilities of a treasurer of a Corporation, and shall, unless otherwise
provided by the Board, be the chief financial and accounting officer of the
Corporation.

                (e)     If required by the Board, the Treasurer shall give the
Corporation a bond in a sum and with one or more sureties satisfactory to the
Board for the faithful performance of the duties of his office and for the
restoration to the Corporation, in the case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control which
belong to the Corporation.

                (f)     In the absence or disability of the Treasurer or in the
event of his inability or refusal to act, any Assistant Treasurer may perform
the duties and exercise the powers of the Treasurer until the Board otherwise
provides. Assistant Treasurers shall perform such other duties and have such
other authority as the Board may from time to time prescribe.

        4.14    Duties of Officers May Be Delegated. If any officer of the
Corporation be absent or unable to act, or for any other reason that the Board
may deem sufficient, the Board may delegate, for the time being, some or all of
the functions, duties, powers and responsibilities of any officer to any other
officer, or to any other agent or employee of the Corporation or other
responsible person, provided a majority of the full Board of Directors concurs.

                                   ARTICLE V
                                 INDEMNIFICATION

        5.1     Indemnification, Generally. The Corporation shall indemnify
eligible persons in accordance with Article TENTH of the Articles of
Incorporation.

                                   ARTICLE VI
                                      STOCK

        6.1     Payment for Shares of Stock. The Corporation shall not issue
shares of stock except for money paid, labor done or property actually received;
provided, however, that shares may be issued in consideration of valid bona fide
antecedent debts. No note or obligation given by any shareholder, whether
secured by deed of trust, mortgage or otherwise, shall be considered as payment
of any part of any share or shares, and no loan of money for the purpose of such
payment shall be made by the Corporation.

        6.2     Certificates for Shares of Stock. The certificates for shares of
stock of the Corporation shall be numbered and shall be in such form as may be
prescribed by the Board of


                                       15
<PAGE>   19

Directors in conformity with law. The issuance of shares shall be entered in the
stock books of the Corporation as they are issued. Such entries shall show the
name and address of the person, firm, partnership, corporation or association to
whom each certificate is issued. Each certificate shall have printed, typed or
written thereon the name of the person, firm, partnership, corporation or
association to whom it is issued and the number of shares represented thereby.
It shall be signed by the President or a Vice President or, if permitted by law,
the Chairman of the Board and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the Corporation, and sealed with the seal
of the Corporation. Any or all the signatures on such certificate may be
facsimiles and the seal may be facsimile, engraved or printed. In case any such
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon any such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may nevertheless be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.

        6.3     Transfers of Shares -- Transfer Agent -- Registrar. Transfers of
shares of stock shall be made on the stock record or transfer books of the
Corporation only by the person named in the stock certificate, or by his
attorney lawfully constituted in writing, and upon surrender of the certificate
therefor. The stock record book and other transfer records shall be in the
possession of the Secretary or of a transfer agent for the Corporation. The
Corporation, by resolution of the Board, may from time to time appoint a
transfer agent and, if desired, a registrar, under such arrangements and upon
such terms and conditions as the Board deems advisable, but until and unless the
Board appoints some other person, firm or corporation as its transfer agent (and
upon the revocation of any such appointment, thereafter until a new appointment
is similarly made) the Secretary of the Corporation shall be the transfer agent
of the Corporation without the necessity of any formal action of the Board, and
the Secretary, or any person designated by him, shall perform all of the duties
of such transfer agent.

        6.4     Closing of Transfer Books. The Board of Directors shall have
power to close the stock transfer books of the Corporation for a period not
exceeding 70 days preceding the date of any meeting of the shareholders, or the
date of payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares shall go into effect;
provided, however, that in lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date, not exceeding 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 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 entitled to any such allotment of rights, or entitled to
exercise the rights in respect of any such change, conversion or exchange of
shares. In such case only the shareholders who are shareholders of record on the
date of closing of the 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 on the books of the Corporation after such date of
closing of the transfer books or such record date fixed as aforesaid.


                                       16
<PAGE>   20

        6.5     Lost or Destroyed Certificates. In case of the loss or
destruction of any certificate for shares of stock of the Corporation, another
may be issued in its place upon proof of such loss or destruction and upon the
giving of a satisfactory bond of indemnity to the Corporation and the transfer
agent and registrar, if any, in such sum as the Board of Directors may provide;
provided, however, that a new certificate may be issued without requiring a bond
when in the judgment of the Board it is proper to do so.

        6.6     Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, conversion and registration of certificates for
shares of stock of the Corporation, not inconsistent with the laws of the State
of Missouri, the Articles of Incorporation or these Bylaws.

                                  ARTICLE VII
                                CORPORATE FINANCE

        7.1     Fixing of Capital -- Transfers of Surplus. Except as may be
specifically otherwise provided in the Articles of Incorporation, the Board of
Directors is expressly empowered to exercise all authority conferred upon it or
the Corporation by any law or statute, and in conformity therewith, relative to:

                (a)     determining what part of the consideration received for
shares of the Corporation shall be stated capital;

                (b)     increasing stated capital;

                (c)     transferring surplus to stated capital;

                (d)     determining the consideration to be received by the
Corporation for its shares; and

                (e)     determining all similar or related matters;

provided that any concurrent action or consent by or of the Corporation and its
shareholders, required to be taken or given pursuant to law, shall be duly taken
or given in connection therewith.

        7.2     Dividends.

                (a)     Dividends on the outstanding shares of the Corporation,
subject to the provisions of the Articles of Incorporation and of any applicable
law, may be declared by the Board of Directors at any meeting. Dividends may be
paid in cash, in property or in shares of the Corporation's stock.

                (b)     Liquidating dividends or dividends representing a
distribution of paid-in surplus or a return of capital shall be made only when
and in the manner permitted by law.


                                       17
<PAGE>   21

        7.3     Creation of Reserves. Before the payment of any dividend, there
may be set aside out of any funds of the Corporation available for dividends
such sum or sums as the Board of Directors from time to time deems proper as a
reserve fund or funds to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any other
purpose deemed by the Board to be conducive to the interests of the Corporation,
and the Board may abolish any such reserve in the manner in which it was
created.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

        8.1     Fiscal Year. The Board of Directors shall have power to fix and
from time to time change the fiscal year of the Corporation. In the absence of
action by the Board of Directors, the fiscal year of the Corporation shall end
each year on the date which the Corporation treated as the close of its first
fiscal year, until such time, if any, as the fiscal year shall be changed by the
Board of Directors.

        8.2     Depositories. The moneys of the Corporation shall be deposited
in the name of the Corporation in such bank or banks or other depositories as
the Board of Directors shall designate, and shall be drawn out only by check or
draft signed by persons designated by resolution adopted by the Board of
Directors, except that the Board of Directors may delegate said powers in the
manner hereinafter provided in this Bylaw 8.2. The Board of Directors may by
resolution authorize an officer or officers of the Corporation to designate any
bank or banks or other depositories in which moneys of the Corporation may be
deposited, and to designate the persons who may sign checks or drafts on any
particular account or accounts of the Corporation, whether created by direct
designation of the Board of Directors or by an authorized officer or officers as
aforesaid.

        8.3     Directors' Annual Statement. The Board of Directors may present
at each annual meeting, and when called for by vote of the shareholders shall
present to any annual or special meeting of the shareholders, a full and clear
statement of the business and condition of the Corporation.

        8.4     Contracts with Officers or Directors or Their Affiliates.

                (a)     No contract or transaction between the Corporation and
one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board or any committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if:

                        (i)     The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or such committee, and the Board of Directors or such
committee in good faith authorized the contract or

                                       18
<PAGE>   22

transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or

                        (ii)    The material facts as to such person's
relationship or interest and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or

                        (iii)   The contract or transaction is fair as to the
Corporation as of the time it is authorized or approved by the Board of
Directors, a committee thereof, or the shareholders.

                (b)     Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or a
committee which authorizes the contract or transaction.

        8.5     Amendments. The Bylaws of the Corporation may from time to time
be altered, amended or repealed, or new Bylaws may be adopted, in the manner
provided in the Articles of Incorporation, except as otherwise required by law.

        8.6     Issuing Public Corporation; Control Share Acquisitions. Unless
the Articles of Incorporation otherwise provide, this Corporation is an "issuing
public corporation" for purposes of Section 351.015 of The General and Business
Corporation Law of Missouri and control share acquisitions of the shares of this
Corporation must be made in the manner provided by law.

        8.7     Rules of Construction. All words of the masculine gender in
these Bylaws, unless the context otherwise requires, shall be deemed and
construed to include correlative words of the feminine and neuter genders.

                                   CERTIFICATE

        The undersigned, secretary of EXCHANGE NATIONAL BANCSHARES, INC., a
Missouri corporation; hereby certifies that the foregoing Restated Bylaws are
the Bylaws of the Corporation duly adopted by the Board of Directors.

               Dated:  August 23, 2000.


                                      EXCHANGE NATIONAL BANCSHARES, INC.


                                      By: /s/ KATHLEEN L. BRUEGENHEMKE
                                          --------------------------------------
                                      Title: Senior Vice President and Secretary



                                       19





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