On May 7, 2001, by action of the Board of Directors, the second
sentence of Section 2.14(a)(ii) of the Company's By-laws was amended to provide
as follows:

          To be timely, a shareholder's notice shall be received by the
          Secretary of the corporation at the principal office of the
          corporation not less than 60 days nor more than 90 days prior to the
          last Thursday in the month of April; provided, however, that in the
          event that the date of the Annual Meeting is advanced by more than 30
          days or delayed by more than 150 days from the last Thursday in the
          month of April, notice by the shareholder to be timely must be so
          received not earlier than the 90th day prior to the date of such
          Annual Meeting and not later than the close of business on the later
          of (x) the 60th day prior to such Annual Meeting and (y) the 10th day
          following the day on which public announcement of the date of such
          meeting is first made.