Bylaw Amendment.

Effective December 18, 2007, the Board of Directors of the Company, pursuant to the authority conferred on it by Section 2 of Article VI of the Company's Bylaws, amended and restated, in its entirety, Section 6 of Article V of the Company's Bylaws, to allow for the electronic registration, issuance and transfer of the Company's stock, without the issuance of physical stock certificates. The amendment and restatement of Section 6 of Article V is intended to make the Company eligible to participate in a direct registration program operated by a clearing agency registered under Section 17A of the Securities Exchange Act of 1934, as amended.

This Bylaw amendment continues to entitle stockholders to obtain physical stock certificates. The Bylaw amendment also allows the Company (subject to applicable law and the rules of any stock exchange or stock market on which such shares are listed) not to provide certain annual statements typically required to be made to holders of uncertificated shares in a direct registration program who elect to have their shares represented by physical stock certificates.

The foregoing description of the Bylaw amendment is qualified in its entirety by reference to Section 6 of Article V of the Amended and Restated Bylaws. A copy of the Amended and Restated Bylaws is filed as Exhibit 3.3 to this report and is incorporated by reference into this description.

(d) Exhibits.

Exhibit No.    Description

Exhibit 3.3    Amended & Restated Bylaws of the Company, effective as of December
               18, 2007