Article II (Capital Stock) was revised to reflect the
Companys use of a registrar and transfer agent, and to
facilitate the Companys maintenance of orderly books and
records, including uncertificated shares;

Certain sections of Article III (Stockholders), including
Section 2 (Annual Meeting: Time, Place and Purpose),
Section 5 (Special Meetings: Call), Section 7 (Place of
Meeting), Section 8 (Record Date), Section 9
(Stockholders List for Meeting), Section 10 (Meetings;
Proxies), Section 11 (Meetings: Quorum and Voting),
Section 12 (Voting for Directors), and Section 16 (Waiver
of Notices; Action Without Meeting) were added or revised
to more precisely reflect current practices of the
Company, to remove provisions that were no longer
relevant, and to clarify certain procedures and
requirements related to meetings of and voting by the
Companys stockholders;

Section 14 (Notice of Stockholder Business) and Section
15 (Notice of Director Candidates) of Article III were
added to provide for advance notice procedures
stockholders must follow in order to make proposals for
business to be brought before an annual meeting. As
specified in the By-Laws, the provisions require advance
notice of stockholder nominations for election to the
Board of Directors and stockholder requests for business
to be brought before a meeting of stockholders. Such
advance notice must include certain information about the
director nominee or business proposed to be brought
before the meeting. This information must be submitted in
writing and delivered to the Secretary of the Company not
less than 90 calendar days before the one-year
anniversary of the preceding years annual meeting. In
addition, the provisions expand the disclosure required
by stockholders making proposals or director nominations
to include, among other things, information on material
interests, arrangements and relationships that could
influence proposals or nominations and other information
typically required in a proxy statement;

Certain sections of Article IV (Directors), including
Section 1 (General Powers), Section 4 (Regular Meetings),
Section 6 (Participation in Meetings), Section 7 (Waiver
of Notice), and Section 10 (Directors Action Without
Meeting), were added or revised to more precisely reflect
current practices of the Company relating to its
directors, to remove provisions that were no longer
relevant, and to clarify certain policies related to the
Board of Directors, including an increase in the
mandatory retirement age from 70 years to 72 years;

Section 2 (Other Officers) of Article V (Officers) was
revised to consolidate two previous sections of the
By-Laws to more precisely reflect current practices of
the Company relating to its officers; and