Section      Topic              Summary of Amendments

Art. I, 3(a) Notices of         The revised language expands upon the
             Annual and         current provisions to provide more
             Special Meetings   detail regarding notices to shareholders
                                of annual or special meetings. It also
                                clarifies the authority of the Board
                                with respect to the scheduling of the
                                annual meeting by expressly allowing the
                                Board to postpone a previously scheduled
                                annual meeting with public notice.

Art. I, 3(b) Forms of Notice    The amendment clarifies the various
                                methods by which shareholders may be
                                provided notice, with a broad definition
                                of "electronic transmission."

Art. I, 3(c) When is Notice     The amendment clarifies when notice will
             Deemed Sent        be deemed to be provided to a
                                shareholder under the various methods of
                                delivery.

Art. I, 8(a) Business to be     The amendment provides that only such
             Conducted -        business shall be conducted which
             Annual Meeting     has been brought before the meeting
                                pursuant to the Company's notice of the
                                meeting, at the direction of the Board,
                                or by any shareholder who has complied
                                with the bylaw requirements.

Art. I, 8(b) Business to be     The amendment clarifies that business
             Conducted -        transacted at all special meetings shall
              Special           be confined to  the matters stated in
             Meetings           the notice of the meeting.

Art. I, 8(c) Business to be     The amendment clarifies that shareholder
             Conducted -        proposals must generally be in writing
             Advance Notice     provided 60 - 90 days prior to the first
             Requirement        anniversary of the preceding year's
                                annual meeting, and must constitute a
                                proper subject for shareholder action.
                                It also clarifies that in no event will
                                any adjournment or postponement extend
                                the time period for giving notice.

Art. I, 8(d) Proper Business    The amendment clarifies that no business
             at Meetings        may be conducted at annual meetings
                                other than in accordance with the
                                procedures in Section 8, and gives the
                                chairman of the meeting the authority to
                                determine whether proposed business is
                                properly brought before the meeting. It
                                also clarifies that every shareholder
                                making a proposal must comply with the
                                Exchange Act, and provides that Section
                                8 shall not be deemed to affect any
                                rights of shareholders to request
                                inclusion of proposals in the proxy
                                statement. It also clarifies that
                                Section 8 governs what constitutes
                                timely notice for purposes of Rule
                                14a-4(c).

Art. I, 8(e)  Required Information   The amendment expands the disclosure
              on                     requirements for shareholders making proposals
              Shareholder Making     with respect to disclosable interests in the
              Proposal               Company. It also requires a representation that
                                     the shareholder is in fact a shareholder of
                                     record, and requires disclosure with respect to
                                     every proposal made.

Art. I, 9(c)  Organization -         The amendment requires a shareholder making a
              Conduct of             proposal or nomination to attend the shareholder
              Shareholder Meetings   meeting and present such proposal or
                                     nomination in person.

Art. II, 1(d) Nominations of         This amendment clarifies that a shareholder must
              Directors - Advance    generally give advance notice of a director
              Notice Requirements    nomination 60 - 90 days prior to the first
                                     anniversary of the preceding year's annual
                                     meeting, or 60 - 90 days prior to the date of
                                     the special meeting. No postponement or
                                     adjournment changes those time periods. In the
                                     event the number of directors to be elected to
                                     the Board is increased and there is no public
                                     announcement by the Company naming all the
                                     nominees proposed by the Board at least 70 days
                                     prior to the first anniversary of the preceding
                                     year's annual meeting, the shareholder may
                                     provide their notice by the tenth business day
                                     following the public announcement.

Art. II, 1(e) Required Information   The amendment expands the disclosure
              on Nominee             requirements for nominees, and requires
                                     disclosure of disclosable interests and
                                     compensatory arrangements between the
                                     shareholder and the individual they are
                                     nominating, as well as any other information
                                     required under Regulation 14A under the Exchange
                                     Act.

Art. II, 1(f) Required Information   The amendment requires information regarding the
              on Shareholder         shareholder making a nomination to the Board,
              Making Nomination      including information regarding the proposing
                                     shareholder and any information required under
                                     Regulation 14A under the Exchange Act, as well
                                     as representations as to whether proxies will be
                                     solicited on behalf of the nominee.

Art. II, 1(g) Additional Nominee     The amendment requires a nominee to provide a
              Requirements           completed questionnaire with respect to the
                                     nominee's background and qualifications, and an
                                     agreement not to become a party to certain
                                     voting commitments or compensation arrangements.
                                     A representation as to compliance with all
                                     corporate governance, conflict of interest and
                                     other policies of the Company is also required.

Art. II, 1(h) Eligible Nomination    The amendment clarifies that in order to be
                                     eligible for election as a Director of the
                                     Company, the nomination must be in accordance
                                     with Section 1 and qualified under Section 11 of
                                     Article II.

Art. II, 6    Quorum                 This amendment clarifies how a quorum may be
                                     counted, similar to quorums for Board committee
                                     meetings.

Art. III, 1 Officers           This amendment updates the officers of
                               the company and the Board's authority to
                               elect and appoint them.

Art. V, 3   Notices; Waivers   The amendment reflects the fact that
                               there are other notice provisions in the
                               Bylaws and expands upon the methods by
                               which notice can be waived.

Art. V, 5   Amendments         This amendment copies the provisions for
                               amending the bylaws as described in the
                               Company's Restated Articles of
                               Incorporation.