On September 12, 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 250 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.