Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) On December 2, 2008, Senator Thomas A. Daschle resigned from the Company's Board of Directors in order to assist President-elect Barack Obama's Transition Team.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On December 3, 2008, the Board of Directors of the Company approved amendments to, and restated, the Company's Amended and Restated By-Laws (the "Amended and Restated By-Laws"). The material changes effected by the adoption of the Amended and Restated By-Laws were to (i) expand the information required to be provided by any stockholder who proposes director nominations or any other business for consideration at a meeting of stockholders, including disclosure of any hedging activity, and to require the periodic updating of such information,
(ii) update the advance notice provisions to ensure that such provisions are clear and unambiguous and that compliance with the notice procedures set forth in the Amended and Restated By-Laws is the exclusive means for a stockholder to make nominations or submit other business at a meeting of stockholders, and
(iii) make certain conforming changes correcting inconsistencies. The Amended and Restated By-Laws became effective on December 3, 2008.

A copy of the Amended and Restated By-Laws is attached as Exhibit 3.2 hereto and is hereby incorporated by reference.