EXHIBIT 99.1

                              (Amendment Language)

2.1  ANNUAL MEETING

     Effective for calendar years  beginning after December 31, 2002, the annual
     meeting of shareholders  shall be held in the month of May of each year, on
     such date and at such time as the Board may from time to time designate and
     state in the notice of the annual  meeting of  shareholders.  At the annual
     meeting,  shareholders  shall elect a Board of Directors  and transact such
     other business as may properly come before the meeting.