(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

Article I, Section 1.03 (Special Meetings of Stockholders). This Section was amended to, among other things, prescribe the information that must be included in a request from stockholders for the Board to call a special meeting. The amendment requires the request to include, among other things, the purpose of the special meeting and information about the requesting stockholders, including information with respect to the requesting stockholder’s ownership of the Company’s capital stock. In addition, while this Section, as amended, continues to permit stockholders of record of shares representing at least fifty percent (50%) of the combined voting power of then outstanding shares of stock of the Company entitled to vote in the election of directors to request that a special meeting be called, it includes certain procedural requirements with respect to such requests. To safeguard the resources of the Company from the substantial administrative and financial burdens, and disruptive effects, that serial stockholder meetings on the same matter would impose on the Company, this Section provides, among other things, that the Board would not be required to call a special meeting at the request of a stockholder, if (i) an identical or substantially similar item (a “Similar Item) was presented at any meeting of stockholders held within one hundred twenty (120) days prior to receipt by the Company of the special meeting request, or (ii) a Similar Item is included in the Company’s notice of meeting as an item of business to be brought before a stockholders’ meeting that has been called but not yet held. In addition, the Board would not be required to call a special meeting if (i) the request for a special meeting is received by the Company during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, or (ii) the special meeting request relates to an item that is not a proper subject for stockholder action under the Delaware General Corporation Law, as amended (the “DGCL”).

Article I, Section 1.04 (Conduct of Stockholders’ Meetings). This Section was amended to provide that the Board and the chairman of any stockholders’ meeting shall have the authority to adopt such rules or regulations for the conduct of meetings of stockholders as are deemed necessary, appropriate or convenient for the proper conduct of the meeting.

Article I, Section 1.05 (Adjournment of Meetings). This Section was amended to permit adjournments of stockholders’ meetings to be called by the chairman of the meeting or the holders of a majority of the votes entitled to be cast by stockholders who are present in person or by proxy at the meeting whether or not a quorum exists..

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Article I, Section 1.07 (Notice of Stockholder Proposals). This Section was added to provide that at any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before such meeting. To be properly brought before an annual meeting, the business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board, or (iii) otherwise properly and timely brought before the meeting by any stockholder of the Company in compliance with the notice procedures and other provisions of this Section. This Section also provides the process for a stockholder to follow to bring business before the annual meeting. This Section requires a stockholder seeking to bring business (other than director nominations) before an annual meeting of stockholders to deliver a timely and proper advance written notice to the Company. To be timely, such notice must be received by the Company’s Corporate Secretary not earlier than the close of business on the one hundred twentieth (120^th) calendar day, and not later than the close of business on the ninetieth (90^th) calendar day, prior to the first anniversary of the immediately preceding year’s annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is more than thirty (30) calendar days earlier or more than sixty (60) calendar days later than such anniversary date, notice by the stockholder in order to be timely must be so delivered or received not earlier than the close of business on the one hundred twentieth (120^th ) calendar day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90^th) calendar day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than one hundred (100) calendar days prior to the date of such annual meeting, the tenth (10^th) calendar day following the day on which public disclosure of the date of such annual meeting is first made by the Company. The Section also requires that, in addition to being provided on a timely basis, such advance notice provided by a stockholder must be in proper written form and, as such, must include certain representations from the stockholder and provide detailed information with respect to, among other things, (i) the stockholder’s proposals, (ii) the stockholder submitting the proposals and the shares of the Company’s capital stock held beneficially and of record by such stockholder, (iii) any persons associated with the stockholder submitting the proposal (as more fully described in the Restated Bylaws, a “Stockholder Associated Person”) and the shares of the Company’s capital stock held beneficially and of record by such persons, and (iv) any material interest of the stockholder submitting the proposals or any Stockholder Associated Person, or any anticipated benefit thereto, in the stockholder proposal.

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Article II, Section 2.02(a) (Notice of Nominations for Directors – Annual Meetings of Stockholders). This Section was amended to require that stockholders seeking to nominate persons for election to the Board at an annual meeting of stockholders to deliver a timely and proper advance written notice to the Company. As amended, this Section provides that, to be timely, such notice must be received by the Company’s Corporate Secretary not earlier than the close of business on the one hundred twentieth (120^th) calendar day, and not later than the close of business on the ninetieth (90^th) calendar day, prior to the first anniversary of the immediately preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is more than thirty (30) calendar days earlier or more than sixty (60) calendar days later than such anniversary date, notice by the stockholder in order to be timely must be so delivered or received not earlier than the close of business on the one hundred twentieth (120^th) calendar day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90^th) calendar day prior to the date of such annual meeting or, if the first public announcement of the date of such

annual meeting is less than one hundred (100) calendar days prior to the date of such annual meeting, the tenth (10^th) calendar day following the day on which public disclosure of the date of such annual meeting is first made by the Company. This Section also requires, among other things, that stockholders submitting a notice of nomination with respect to the election of directors at an annual meeting to include, in its timely notice, certain representations from the stockholder and provide detailed information about (i) the stockholder submitting the notice and any Stockholder Associated Persons and the shares of the Company’s capital stock held beneficially and of record by such persons, (ii) each person whom the stockholder proposes to nominate for election as a director and the shares of the Company’s capital stock held beneficially and of record by such persons, (iii) certain direct and indirect material compensation and other monetary agreements, arrangements and understandings between or among the person(s) being nominated and the stockholder proposing such person(s) for nomination or any Stockholder Associated Person, and (iv) any material interest of the stockholder submitting a notice of director nomination or any Stockholder Associated Person in the election of the proposed nominee(s).

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Article II, Section 2.02(b) (Notice of Nominations for Directors – Special Meetings of Stockholders). This Section was amended to provide the process for stockholders to follow in submitting nominations of persons for election to the Board at a special meeting. As amended, this Section provide that nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of the Board, or (iii) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Company who (A) is a stockholder of record at the time of giving of notice, (B) is a stockholder of record on the record date for the determination of the stockholders entitled to vote at such meeting, (C) is a stockholder of record at the time of such meeting, (D) is entitled to vote at such meeting, and (E) provides the required notice with respect to any nomination to the Company’s Corporate Secretary not earlier than the close of business on the one hundred twentieth (120^th) calendar day prior to the date of such special meeting and not later than the close of business on the later of the ninetieth (90^th) calendar day prior to the date of such special meeting or, if the first public announcement made by the Company of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, not later than the tenth (10^th) calendar day following the day on which public announcement is first made of the date of the special meeting. This Section also requires, among other things, that stockholders submitting a notice of nomination with respect to the election of directors at a special meeting to include, in its timely notice, certain representations from the stockholder and provide detailed information about (i) the stockholder submitting the notice and any Stockholder Associated Persons and the shares of the Company’s capital stock held beneficially and of record by such persons, (ii) each person whom the stockholder proposes to nominate for election as a director and the shares of the Company’s capital stock held beneficially and of record by such persons, (iii) certain direct and indirect material compensation and other monetary agreements, arrangements and understandings between or among the person(s) being nominated and the stockholder proposing such person(s) for nomination or any Stockholder Associated Person, and (iv) any material interest of the stockholder submitting a notice of director nomination or any Stockholder Associated Person in the election of the proposed nominee(s).

Article II, Section 2.03 (Number and Qualifications). This Section was amended to adopt new clause (b) to require each director and nominee for election as a director to deliver to the Company’s Corporate Secretary a written questionnaire with respect to the director’s or nominee’s background and qualifications and a representation and agreement (the

“Prospective Director Agreement”). The Prospective Director Agreement requires directors and nominees to disclose certain types of voting commitments and compensation arrangements and represent that the director or nominee, if elected, would be in compliance with all applicable corporate governance, conflicts of interest, confidentiality, securities ownership and stock trading policies and guidelines of the Company, and also provides for the immediate resignation of a director if such person is found by a court of competent jurisdiction to have breached the Prospective Director Agreement in any material respect.

Article II, Section 2.04 (Vacancies in the Board). This Section was amended to clarify that vacancies on the Board, whether resulting from death, resignation, removal or other cause (and any newly created directorship resulting from an increase in the authorized number of directors), shall be filled only by the directors then in office, even if less than a quorum, or by a sole remaining director. As amended, this Section provides that, with respect to vacancies resulting from an increase in the authorized number of directors, if the directors fail to fill any vacancy, the stockholders may at the next annual meeting, or any special meeting called for purpose of electing directors, fill such vacancy. In addition, this Section provides that any director so elected or appointed to fill a vacancy on the Board shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected or appointed and until his or her successor shall have been duly elected and qualified, except in the event of his or her earlier death, resignation or removal.

Article II, Section 2.05 (Removal and Resignations of Directors). This Section was amended to add new clause (a) with respect to the removal of directors that conform to the Company’s certificate of incorporation, including with respect to the definition of “cause.”

Article IV, Section 4.03 (Registered Stockholders). This Section was added to provide that the Company is only required to recognize a person registered on its records as the owner of shares of the Company’s common stock.

Article V, Section 5.02 (Record Date). This Section was amended primarily to add new clause (c) which provides a procedure for how the Board would set the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting. As amended, this Section provides that any person seeking to have the stockholders take action by written consent would submit a written request to the Board requesting that the Board fix a record date for such purpose. The Board would then ten (10) days to fix a record date for such purpose which would be no more than ten (10) days after the date of the resolution fixing the record date that is adopted by the Board.

Article VI, Section 6.02 (Amendments). This Section was amended to conform it, including the required stockholder vote to amend the Restated Bylaws, to the Company’s certificate of incorporation which provides that the Restated Bylaws may be amended or repealed, in whole or in part, by the affirmative vote of the holders of not less than a majority of the voting power of all of the then outstanding shares of capital stock of the Company entitled to vote at any annual or special meeting of the stockholders.

Exhibit

Description

/s/    Michael N. Deitch

Exhibit

Description