The Amended and Restated Bylaws amend the prior bylaws of the Company in the following principal respects:

1.   Amend and restate Article II, Section 6 (Advance Notice of Stockholder Nominees and Stockholder Business) to:

       a.   Specify that the advance notice provisions shall be the exclusive means for a stockholder to nominate candidates at annual meetings of stockholders (or special meetings of stockholders called to elect directors) or bring other business before an annual meeting of stockholders.

       b.   Revise the notice period to nominate candidates at annual meetings of stockholders or bring other business before an annual meeting of stockholders to not earlier than the close of business on the one hundred twentieth (120th) day nor later than the close of business on the ninetieth (90th) day prior to the first anniversary of the date on which the Company held the preceding year's annual meeting of stockholders.

       c.   Revise the notice period in the event that no annual meeting was held in the previous year or the date of the annual meeting of stockholders has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement to not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of the annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting date or, in the event that the first public announcement of the date of the annual meeting is first made by the Company less than one hundred (100) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company.

       d.   Expand and add additional specificity to the categories of information which the stockholder proponent must provide about the nominee, the proponent and any business proposed by the stockholder, including interests in derivative securities or arrangements with persons holding derivative securities, relationships and/or arrangements with the stockholder's nominee(s), and information that would enable the Board to determine a nominee's eligibility to serve as an independent director.

       e.   Revise the notice period to nominate candidates at special meetings of stockholders called to elect directors to not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such special meeting or, in the event that the first public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

       f.   Effect additional minor clarifications and revisions.

2.   Amend and restate Article III, Section 3 (Meetings of the Board of Directors) to clarify that special meetings of the Board of Directors may be called by a majority of the members of the Board then in office.