On February 12, 2009, the Company's Board of Directors (the "Board") amended the Company's Bylaws effective as of such date primarily to clarify and amend provisions addressing the procedures and information to be provided by stockholders proposing to nominate directors or introduce other business at annual or special meetings of stockholders. The amendments do not change the time frames in which advance notice of director nominations or other business must be given to the Company for annual meetings of stockholders.

The amendments require that stockholders proposing nominations or business for special or annual meetings provide, in addition to information already required by the Bylaws:

• Information as to the identity and shareholdings of any beneficial owner on whose behalf the nomination or business is proposed;

• A description of any agreement, arrangement or understanding with respect to the nomination or other business between or among the stockholder or such beneficial owner and any other person;

• A description of any agreement, arrangement or understanding to mitigate loss, manage risk or benefit from changes in the Company's stock price, or increase or decrease voting power with respect to shares of Company stock;

• An agreement to provide updated information as of the record date; and

• A representation as to whether the stockholder or beneficial owner will engage in a proxy solicitation and information related to any such solicitation.

The amendments also make other technical and conforming changes.

(d) Exhibits.

               Exhibit
               Number    Description

                 3.1     Amended and Restated Bylaws of the Company