EXHIBIT 99.3

         Section 15(a) of the Amended and Restated Bylaws of the Company (the
"Bylaws") shall be amended and restated in its entirety, and shall become
effective upon the filing of a Certificate of Amendment with the Secretary of
State of the State of Missouri implementing the Charter Amendment, to read as
follows:

         15.      INCUMBENCY OF DIRECTORS. (a) Election and Term of Office.
         Directors shall be elected at each Annual Meeting of shareholders to
         hold office until the next succeeding Annual Meeting of shareholders or
         until such director's successor has been elected and qualified. The
         term of office of each director shall begin immediately after his
         election and each director shall hold office until the next succeeding
         Annual Meeting of shareholders or until such director's successor has
         been elected and qualified and subject to prior death, resignation,
         retirement or removal from office of the director. No decrease in the
         number of directors constituting the board of directors shall reduce
         the term of any incumbent director.

         A new Section 15(c) of the Bylaws shall be added and shall become
effective upon the filing of Certificate of Amendment with the Secretary of
State of Missouri implementing the Charter Amendment, to read as follows:

         (c) Qualification of Directors. To qualify for election or service as a
director of the corporation, each incumbent director shall agree to resign from
any portion of his or her current term that extends beyond the certification of
the election results of the next annual election of directors.