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<SEC-DOCUMENT>0001299933-07-006328.txt : 20071101
<SEC-HEADER>0001299933-07-006328.hdr.sgml : 20071101
<ACCEPTANCE-DATETIME>20071101163055
ACCESSION NUMBER:		0001299933-07-006328
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20071030
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071101
DATE AS OF CHANGE:		20071101

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HAWTHORN BANCSHARES, INC.
		CENTRAL INDEX KEY:			0000893847
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				431626350
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-23636
		FILM NUMBER:		071207321

	BUSINESS ADDRESS:	
		STREET 1:		300 SOUTHWEST LONGVIEW BLVD.
		CITY:			LEE'S SUMMIT
		STATE:			MO
		ZIP:			64081
		BUSINESS PHONE:		(573)761-6100

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 688
		CITY:			JEFFERSON CITY
		STATE:			MO
		ZIP:			65102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EXCHANGE NATIONAL BANCSHARES INC
		DATE OF NAME CHANGE:	19940323
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_23540.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> Hawthorn Bancshares, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
</FONT>
<BR>
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	WASHINGTON, D.C. 20549
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<P ALIGN="CENTER">
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	FORM 8-K
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</FONT>
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	October 30, 2007
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<FONT SIZE="6">
	Hawthorn Bancshares, Inc.
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	&nbsp;
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	&nbsp;
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	Missouri
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	0-23636
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<FONT SIZE="2">
	431626350
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<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
</FONT>
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
</FONT>
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<FONT SIZE="2">
	File Number)
</FONT>
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<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
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	&nbsp;&nbsp;
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	&nbsp;
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	&nbsp;
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	300 Southwest Longview Blvd., Lee's Summit, Missouri
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	&nbsp;
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	64081
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<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	Registrant&#146;s telephone number, including area code:
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<FONT SIZE="2">
	&nbsp;
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	573.761.6179
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</TABLE>
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<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
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<FONT SIZE="2">
<B>
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
</B>
</FONT>
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<P ALIGN="LEFT">
<FONT SIZE="2">
(a)	At a meeting of our company's board of directors held on October 30, 2007, our board approved an amendment to our Bylaws providing for shares of our company's stock to be issued, held and transferred:<br><br>&#x2022;	in certificated form, in which shares are represented by physical certificates, or <br>&#x2022;	in uncertificated form, in which shares are held in book-entry form pursuant to a direct registration system without being represented by a physical certificate.<br><br>This amendment will enable shareholders to have their shares of our company's common stock represented by one or more physical certificates, recorded in book-entry pursuant to a direct registration system, or represented and recorded by a combination of physical certificates and uncertificated book-entries.  The amendment is designed to be responsive to applicable NASDAQ requirements that listed securities be made eligible for inclusion on a direct registration system by January 1, 2008.  Prior to our board's approval of the amendm
ent, shares of our company's common stock were required to be in certificated form. <br><br>In addition to approving the Bylaw amendment referred to above, our board of directors approved the amendment and restatement of our Bylaws.  As a part of this amendment and restatement, (i) the authority of the Chairman of the Board and President to fix the salaries and compensation of our officers was withdrawn, and such authority now resides exclusively with our board of directors or a committee designated by our board, and (ii) the date of the annual meeting of shareholders was changed from the second Wednesday in June of each year to the first Tuesday in June of each year.  With the exception of these changes and the changes made to permit shares being held in uncertificated form, no other changes were made to our Bylaws as a part of this amendment and restatement.  The amendment and restatement of our Bylaws, which includes the amendment summarized above, became effective on October 30, 2007.  However, sharehold
ers will not have the opportunity to put their shares into uncertificated form until later this year when our transfer agent notifies us that it is set up to do so.  <br><br>A copy of our amended and restated Bylaws is furnished as exhibit 3.2 to this report on Form 8-K and is incorporated herein by reference. <br>
</FONT>
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<FONT SIZE="2">
<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
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<FONT SIZE="2">
(d)  Exhibits<br><br>Exhibit 3.2     Amended and Restated Bylaws of Hawthorn Bancshares, Inc.
</FONT>
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<FONT SIZE="2">Top of the Form</FONT>
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<B>
	SIGNATURES
</B>
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
<FONT SIZE="2">
	Hawthorn Bancshares, Inc.
</FONT>
</TD>
</TR>
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<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
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<TD VALIGN="TOP">
<FONT SIZE="2">
<I>
	October 30, 2007
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	James E. Smith
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
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<HR SIZE="1" NOSHADE>
</TD>
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<FONT SIZE="2">
	&nbsp;
</FONT>
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<I>
	Name: James E. Smith
</I>
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	&nbsp;
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	&nbsp;
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<I>
	Title: Chairman & CEO
</I>
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	Exhibit&nbsp;Index
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	&nbsp;
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<B>
	Exhibit No.
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	&nbsp;
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	Description
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<DIV ALIGN="LEFT">
	3.2
</DIV>
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<FONT SIZE="2">
	&nbsp;
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</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Amended and Restated Bylaws of Hawthorn Bancshares, Inc.
</FONT>
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<TYPE>EX-3.2
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<FILENAME>exhibit1.htm
<DESCRIPTION>EX-3.2
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<TITLE> EX-3.2 </TITLE>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt">AMENDED AND RESTATED BYLAWS</FONT>



<P align="center" style="font-size: 12pt">OF



<P align="center" style="font-size: 12pt">HAWTHORN BANCSHARES, INC.



<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt">As adopted by the Board of Directors on October&nbsp;30, 2007.<BR>
<U><B>TABLE OF CONTENTS</B></U>



<P align="right" style="font-size: 12pt">Page



<P align="left" style="font-size: 12pt">ARTICLE I OFFICES AND RECORDS



<P align="left" style="margin-left:1%; font-size: 12pt">1.1 Registered Office and Registered Agent
<BR>
1.2 Corporate Offices
<BR>
1.3 Books and Records
<BR>
1.4 Inspection of Records


<P align="left" style="font-size: 12pt">ARTICLE II SHAREHOLDERS



<P align="left" style="margin-left:1%; font-size: 12pt">2.1 Place of Meetings
<BR>
2.2 Annual Meetings
<BR>
2.3 Special Meetings.
<BR>
2.4 Consent of Shareholders in Lieu of Meeting
<BR>
2.5 Notice; Waiver of Notice.
<BR>
2.6 Presiding Officials
<BR>
2.7 Business Which May be Transacted.
<BR>
2.8 Quorum
<BR>
2.9 Proxies
<BR>
2.10 Voting.
<BR>
2.11 Registered Shareholders &#151; Exceptions &#151; Stock Ownership Presumed
<BR>
2.12 Shareholders&#146; Lists.


<P align="left" style="font-size: 12pt">ARTICLE III BOARD OF DIRECTORS



<P align="left" style="margin-left:1%; font-size: 12pt">3.1 Number and Eligibility
<BR>
3.2 Classes
<BR>
3.3 Powers of the Board
<BR>
3.4 Offices
<BR>
3.5 Meetings of the Newly Elected Board
<BR>
3.6 Notice of Meetings; Waiver of Notice.
<BR>
3.7 Meetings by Conference Telephone or Similar Communications Equipment
<BR>
3.8 Action Without a Meeting
<BR>
3.9 Quorum
<BR>
3.10 Vacancies
<BR>
3.11 Committees.
<BR>
3.12 Compensation of Directors and Committee Members
<BR>
3.13 Removal of Directors
<BR>
3.14 Nomination of Directors and Presentation of Business at Shareholder Meetings.
<BR>
3.15 Advisory Directors


<P align="left" style="font-size: 12pt">ARTICLE IV OFFICERS



<P align="left" style="margin-left:1%; font-size: 12pt">4.1 Designations.
<BR>
4.2 Term of Office
<BR>
4.3 Other Agents
<BR>
4.4 Removal
<BR>
4.5 Salaries and Compensation
<BR>
4.6 Delegation of Authority to Hire, Discharge and Designate Duties
<BR>
4.7 Chairman of the Board
<BR>
4.8 President.
<BR>
4.9 Vice Chairman of the Board
<BR>
4.10 Senior Vice Presidents
<BR>
4.11 Vice Presidents
<BR>
4.12 Secretary.
<BR>
4.13 Treasurer.
<BR>
4.14 Duties of Officers May Be Delegated


<P align="left" style="font-size: 12pt">ARTICLE V INDEMNIFICATION



<P align="left" style="margin-left:1%; font-size: 12pt">5.1 Indemnification, Generally


<P align="left" style="font-size: 12pt">ARTICLE VI STOCK



<P align="left" style="margin-left:1%; font-size: 12pt">6.1 Payment for Shares of Stock
<BR>
6.2 Ownership of Stock
<BR>
6.3 Transfers of Shares &#151; Transfer Agent &#151; Registrar
<BR>
6.4 Closing of Transfer Books
<BR>
6.5 Lost or Destroyed Certificates
<BR>
6.6 Regulations


<P align="left" style="font-size: 12pt">ARTICLE VII CORPORATE FINANCE



<P align="left" style="margin-left:1%; font-size: 12pt">7.1 Fixing of Capital &#151; Transfers of Surplus
<BR>
7.2 Dividends.
<BR>
7.3 Creation of Reserves


<P align="left" style="font-size: 12pt">ARTICLE VIII GENERAL PROVISIONS



<P align="left" style="margin-left:1%; font-size: 12pt">8.1 Fiscal Year
<BR>
8.2 Depositories
<BR>
8.3 Directors&#146; Annual Statement
<BR>
8.4 Contracts with Officers or Directors or Their Affiliates.
<BR>
8.5 Amendments
<BR>
8.6 Issuing Public Corporation; Control Share Acquisitions
<BR>
8.7 Rules of Construction


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt">AMENDED AND RESTATED BYLAWS



<P align="center" style="font-size: 12pt">OF



<P align="center" style="font-size: 12pt"><U>HAWTHORN BANCSHARES, INC.</U>



<P align="center" style="font-size: 12pt">ARTICLE I



<P align="center" style="font-size: 12pt"><U>OFFICES AND RECORDS</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">1.1 <U>Registered Office and Registered Agent</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">1.2 <U>Corporate Offices</U>. 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 &#147;principal place of business&#148; or &#147;principal
business office&#148; or &#147;executive office&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">1.3 <U>Books and Records</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">1.4 <U>Inspection of Records</U>. 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&#146;s inspection of the
records of the Corporation may require the shareholder to indemnify the Corporation, in such 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.


<P align="center" style="font-size: 12pt">ARTICLE II



<P align="center" style="font-size: 12pt"><U>SHAREHOLDERS</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">2.1 <U>Place of Meetings</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.2 <U>Annual Meetings</U>. An annual meeting of shareholders shall be held on the first
Tuesday 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.3 <U>Special Meetings</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;The &#147;call&#148; and the &#147;notice&#148; of any such meeting shall be deemed to be synonymous.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.4 <U>Consent of Shareholders in Lieu of Meeting</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.5 <U>Notice; Waiver of Notice</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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 to vote at such meeting,
as determined in accordance with Bylaw 6.4, either personally or by mail, not less than 10&nbsp;days or
more than 70&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Any notice to a shareholder of a shareholders&#146; 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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.6 <U>Presiding Officials</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.7 <U>Business Which May be Transacted</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;At each annual meeting of the shareholders, the shareholders shall elect directors to hold
office until expiration of such director&#146;s term of office as specified in Article&nbsp;FIFTH of the
Articles of Incorporation and until such director&#146;s successor is duly elected and qualified or
until such director&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Business transacted at all special meetings of the shareholders shall be confined to the
purpose or purposes stated in the notices of such meetings.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.8 <U>Quorum</U>. 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 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.9 <U>Proxies</U>. 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&nbsp;months from the date of its
execution, unless otherwise provided in the proxy.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.10 <U>Voting</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;No person shall be admitted to vote on any shares of the Corporation belonging or
hypothecated to the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.11 <U>Registered Shareholders &#151; Exceptions &#151; Stock Ownership Presumed</U>. 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 &#147;shareholder&#148;
as used in these Bylaws means one who is a holder of record of shares of the Corporation; provided,
however, that if permitted by law:


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">2.12 <U>Shareholders&#146; Lists</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Failure to comply with the foregoing shall not affect the validity of any action taken at
any such meeting.


<P align="center" style="font-size: 12pt">ARTICLE III



<P align="center" style="font-size: 12pt"><U>BOARD OF DIRECTORS</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">3.1 <U>Number and Eligibility</U>. 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 incorporators to
constitute the first Board of Directors of the Corporation. Each director shall hold such office
until expiration of such director&#146;s term of office as specified in Article&nbsp;FIFTH of the Articles of
Incorporation and until such director&#146;s successor is duly elected and qualified or until such
director&#146;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.2 <U>Classes</U>. The Board of Directors shall be divided into three classes, in
accordance with the provisions of the Articles of Incorporation.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.3 <U>Powers of the Board</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.4 <U>Offices</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.5 <U>Meetings of the Newly Elected Board</U>. 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)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.6 <U>Notice of Meetings; Waiver of Notice</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;<U>Regular Meetings</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;<U>Special Meetings</U>.


<P align="left" style="font-size: 12pt; text-indent: 15%">(i)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 15%">(ii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 15%">(iii)&nbsp;&#147;Notice&#148; and &#147;call&#148; with respect to such meetings shall be deemed to be synonymous.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;<U>Waiver of Notice</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.7 <U>Meetings by Conference Telephone or Similar Communications Equipment</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.8 <U>Action Without a Meeting</U>. 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 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.9 <U>Quorum</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.10 <U>Vacancies</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.11 <U>Committees</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.12 <U>Compensation of Directors and Committee Members</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.13 <U>Removal of Directors</U>. Directors may be removed only in the manner provided in
the Corporation&#146;s Certificate of Incorporation.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.14 <U>Nomination of Directors and Presentation of Business at Shareholder Meetings</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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)&nbsp;pursuant
to the Corporation&#146;s notice of meeting, (ii)&nbsp;by or at the direction of the Board of Directors or
(iii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;For nominations or other business to be properly brought before an annual meeting by a
shareholder pursuant to clause (iii)&nbsp;of section (a)&nbsp;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&#146;s notice shall be delivered to the Secretary at the principal executive offices of the
Corporation not less than 60&nbsp;days prior to the first anniversary of the preceding year&#146;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&nbsp;days or delayed by more than 60&nbsp;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)&nbsp;the 60th day (in the case of nominations, the 30th day) prior to such
annual meeting or (ii)&nbsp;the 10th day following the date on which public announcement of the date of
such meeting is first made. Such shareholder&#146;s notice shall set forth as to each person whom the
shareholder proposes to nominate for election or reelection as a Director: (a)&nbsp;the name and
address of the shareholder who intends to make the nomination and of the person or persons to be
nominated; (b)&nbsp;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)&nbsp;the name and address of such shareholder, as it appears on the Corporation&#146;s books, and of the
beneficial owner (as such term is defined in Rule&nbsp;240.13d-3 of the Securities Exchange Act of 1934,
as amended, (&#147;Exchange Act&#148;) (17 C.F.R. &#167; 240.13d-3)), if any, on whose behalf the nomination is
made; (d)&nbsp;the class and number of shares of the Corporation which are owned beneficially (as such
term is defined in Rule&nbsp;240.13d-3 of the Exchange Act (17 C.F.R. &#167;&nbsp;240.13d-3)) and of record by the
nominating shareholder and each nominee proposed by such shareholder; (e)&nbsp;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)&nbsp;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&nbsp;14A (17 C.F.R. &#167; 240.14a-l <U>et seq.</U>) 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)&nbsp;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&#146;s notice to the
Secretary shall set forth as to each matter: (a)&nbsp;a brief description of the business desired to be
brought before the annual meeting; (b)&nbsp;the information required by subsections (b), (c)&nbsp;and (d)
above; (c)&nbsp;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)&nbsp;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&nbsp;14A (17 C.F.R. &#167;&nbsp;240.14a-l <U>et</U> <U>seq.</U>) 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&nbsp;days prior to the first anniversary of the preceding year&#146;s
annual meeting, a shareholder&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Only such business shall be conducted at a special meeting of shareholders as shall have
been brought before the meeting pursuant to the Corporation&#146;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&#146;s notice of meeting, (ii)&nbsp;by or at the direction of the Board of
Directors, or (iii)&nbsp;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)&nbsp;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&#146;s notice of meeting, if the shareholder&#146;s notice setting forth the information
required by section (b)&nbsp;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)&nbsp;the
30th day prior to such special meeting or (ii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;For purposes of this Bylaw 3.14, &#147;public announcement&#148; 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&nbsp;13, 14 or 15(d) of the Exchange Act.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;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&#146;s proxy statement pursuant to Rule&nbsp;14a-8 under the
Exchange Act, such rule shall prevail.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.15 <U>Advisory Directors</U>. 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.


<P align="center" style="font-size: 12pt">ARTICLE IV



<P align="center" style="font-size: 12pt"><U>OFFICERS</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">4.1 <U>Designations</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.2 <U>Term of Office</U>. 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 his
election or appointment.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.3 <U>Other Agents</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.4 <U>Removal</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.5 <U>Salaries and Compensation</U>. Salaries and compensation of all elected officers of
the Corporation shall be fixed, increased or decreased by the Board of Directors, but this power
may, unless prohibited by law, be delegated by the Board to 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.6 <U>Delegation of Authority to Hire, Discharge and Designate Duties</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.7 <U>Chairman of the Board</U>. 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&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.8 <U>President</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Unless the Board otherwise provides, the President, or any person designated in writing by
him, may (i)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;The President shall, unless the Board otherwise provides, be an ex officio member of all
standing committees.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.9 <U>Vice Chairman of the Board</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.10 <U>Senior Vice Presidents</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.11 <U>Vice Presidents</U>. 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
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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.12 <U>Secretary</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;The Secretary shall have the general duties, powers and responsibilities of a secretary of
a corporation.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.13 <U>Treasurer</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;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 account of all his
transactions as treasurer and of those under his jurisdiction, and of the financial condition of
the Corporation.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.14 <U>Duties of Officers May Be Delegated</U>. 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.


<P align="center" style="font-size: 12pt">ARTICLE V



<P align="center" style="font-size: 12pt"><U>INDEMNIFICATION</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">5.1 <U>Indemnification, Generally</U>. The Corporation shall indemnify eligible persons in
accordance with Article&nbsp;TENTH of the Articles of Incorporation.


<P align="center" style="font-size: 12pt">ARTICLE VI



<P align="center" style="font-size: 12pt"><U>STOCK</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">6.1 <U>Payment for Shares of Stock</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.2 <U>Ownership of Stock</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;Shares of the Corporation&#146;s stock may be owned (i)&nbsp;in certificated form, in which the
shares are represented by physical certificates, or (ii)&nbsp;in uncertificated form, in which the
shares are held in book-entry form pursuant to a direct registration system without being
represented by a physical certificate. Each shareholder shall be entitled to have the shares of
the Corporation&#146;s stock owned by such shareholder represented by one or more physical certificates,
recorded in book-entry pursuant to a direct registration system, or represented and recorded by a
combination of physical certificates and uncertificated book-entry, as specified by such
shareholder. No shares of the Corporation&#146;s stock represented by physical certificate may be owned
in uncertificated form until such physical certificate is surrendered to the Corporation by the
person named in the stock certificate, or by his or her attorney lawfully constituted in writing.
Every holder of uncertificated shares is entitled to receive a statement of holdings as evidence of
share ownership.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;The issuance of shares of the Corporation&#146;s stock 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 such shares are issued. With respect to
shares of the Corporation&#146;s stock owned in certificated form, the certificates representing such
shares shall be numbered and shall be in such form as may be prescribed by the Board of Directors
in conformity with law. Each such 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.3 <U>Transfers of Shares &#151; Transfer Agent &#151; Registrar</U>. Transfers of shares of the
Corporation&#146;s stock shall be made (i)&nbsp;in the case of shares in certificated form, by a transfer of
the stock certificate representing such shares, or (ii)&nbsp;in the case of shares in uncertificated
form, by electronic book-entry transfer pursuant to a direct registration system. Such transfers
of shares shall be made on the stock record or transfer books of the Corporation only by the person
named in the stock certificate for such shares or in whose name book-entry ownership of such shares
is recorded, as the case may be, or by his or her attorney lawfully constituted in writing, and, in
the case of shares in certificated form, only 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.4 <U>Closing of Transfer Books</U>. The Board of Directors shall have power to close the
stock transfer books of the Corporation for a period not exceeding 70&nbsp;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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.5 <U>Lost or Destroyed Certificates</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.6 <U>Regulations</U>. 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.


<P align="center" style="font-size: 12pt">ARTICLE VII



<P align="center" style="font-size: 12pt"><U>CORPORATE FINANCE</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">7.1 <U>Fixing of Capital &#151; Transfers of Surplus</U>. 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:


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;determining what part of the consideration received for shares of the Corporation shall be
stated capital;


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;increasing stated capital;


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;transferring surplus to stated capital;


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;determining the consideration to be received by the Corporation for its shares; and


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;determining all similar or related matters;


<P align="left" style="font-size: 12pt">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.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.2 <U>Dividends</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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&#146;s stock.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.3 <U>Creation of Reserves</U>. 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.


<P align="center" style="font-size: 12pt">ARTICLE VIII



<P align="center" style="font-size: 12pt"><U>GENERAL PROVISIONS</U>



<P align="left" style="font-size: 12pt; text-indent: 8%">8.1 <U>Fiscal Year</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.2 <U>Depositories</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.3 <U>Directors&#146; Annual Statement</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.4 <U>Contracts with Officers or Directors or Their Affiliates</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;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:


<P align="left" style="font-size: 12pt; text-indent: 15%">(i)&nbsp;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 transaction by the
affirmative vote of a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or


<P align="left" style="font-size: 12pt; text-indent: 15%">(ii)&nbsp;The material facts as to such person&#146;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


<P align="left" style="font-size: 12pt; text-indent: 15%">(iii)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.5 <U>Amendments</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.6 <U>Issuing Public Corporation; Control Share Acquisitions</U>. Unless the Articles of
Incorporation otherwise provide, this Corporation is an &#147;issuing public corporation&#148; for purposes
of Section&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.7 <U>Rules of Construction</U>. 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.


<P align="center" style="font-size: 12pt"><U>CERTIFICATE</U>



<P align="left" style="font-size: 12pt; text-indent: 4%">The undersigned, secretary of HAWTHORN BANCSHARES, INC., a Missouri corporation; hereby
certifies that the foregoing Amended and Restated Bylaws are the Bylaws of the Corporation duly
adopted by the Board of Directors.


<P align="left" style="font-size: 12pt">Dated: October&nbsp;30, 2007.



<P align="left" style="margin-left:23%; font-size: 12pt">HAWTHORN BANCSHARES, INC.



<P align="left" style="margin-left:23%; font-size: 12pt">By: </FONT><FONT style="font-size: 10pt"><U><I>/s/Kathleen L. Bruegenhemke</I></U></FONT><BR>
<FONT style="font-size: 12pt">Title: Senior Vice President and Secretary<BR>
</FONT>


<P align="center" style="font-size: 10pt; display: none">3


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