(State or Other Jurisdiction

of Incorporation

(IRS Employer

Identification No.)

Article I, Section 8 was amended to provide that a shareholder that desires to (a) nominate an individual for election as a director of the Registrant or (b) propose business before the Registrant’s annual meeting of shareholders must generally do so at least 120 days prior to the first anniversary of the date on which the Registrant mailed its proxy materials for the preceding year’s annual meeting of shareholders. In the Original, Section 8 required shareholders to provide business proposals to the Registrant at least 90 days prior to the annual meeting. The Amendment eliminated Article III, Section 5. In addition, in the Original, Section 5 required shareholders that desired to nominate an individual for election as a director of the Registrant to provide the Registrant at least 90 days’ notice prior to the annual meeting.

Article II, Section 2 was altered to eliminate the distinction between employee-directors and non-employee directors. The Original provided that a vacancy in a Board position previously held by non-employee director could be filled by the other non-employee directors. Similarly, a vacancy in a Board position held by an employee-director could be filled by the other employee-directors. Pursuant to the Amendment, all vacancies will be filled by the full Board of Directors, subject to shareholder approval.

Article II, Section 4 was altered to eliminate a mandated Board compensation structure. As amended, the Board shall determine appropriate compensation for services rendered by its members in line with its fiduciary duty to the Registrant’s shareholders.

Article III, Section 1, Section 2 and Section 3 were amended to emphasize that the Registrant’s Compensation Committee, Audit Committee and Nominating Committee are to be comprised solely of at least three independent directors.

Article IV was amended to specifically permit the Registrant to employ a Chief Executive Officer and a Chief Financial Officer. Various provisions now reflect that most executives shall report to the Chief Executive Officer.

Article VI, Section 9 was eliminated in its entirety. Section 9 previously required the approval of non-employee directors for certain below fair market value securities issuances. The Registrant will now make no distinction between directors who may or may not be employees of the Registrant. The full Board of Directors will approve all corporate matters in line with its fiduciary duty to the Registrant’s shareholders.

Description of Exhibit