EXHIBIT 99.2

         Article 6, Section B of the Restated Articles of Incorporation of the
Company shall be amended and restated in its entirety to read as follows:

                  (B) Election of Directors. Directors shall be elected at each
         Annual Meeting of shareholders to hold office until the next succeeding
         Annual Meeting of shareholders or until such director's successor has
         been elected and qualified. The term of office of each director shall
         begin immediately after his election and each director shall hold
         office until the next succeeding Annual Meeting of shareholders or
         until such director's successor has been elected and qualified and
         subject to prior death, resignation, retirement or removal from office
         of the director. No decrease in the number of directors constituting
         the board of directors shall reduce the term of any incumbent director.