(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Removing certain inapplicable provisions relating to a corporate seal (formerly Article I, Section 1.2);

Permitting shareholder meetings via remote communication (Article II, Sections 2.1 and 2.9, Article III, Section 3.6 and Article VIII, Section 8.1);

Permitting electronic communication (Article II, Sections 2.8, 2.9 and 2.20, Article III, Sections 3.6 and 3.12, Article VII, Section 7.4 and Article VIII, Section 8.1);

Removing certain inapplicable provisions relating to the certification by the Board of Directors of beneficial ownership (formerly Article II, Section 2.12);

Removing certain provisions regarding unanimous shareholder voting and unanimous shareholder consent inapplicable to a public company (formerly Article II, Sections 2.20 and 2.22);

Adding detailed provisions regarding the organization and conduct of shareholder meetings (Article II, Section 2.19);

Adding specificity regarding advance notice of shareholder proposals, including a requirement that notice be received not less than 90 days prior to the anniversary date of the immediately preceding regular meeting of shareholders and a description of the effect on the notice deadline of a change in the meeting date (Article II, Section 2.21);

Conforming the notice required for nominations to the notice required for shareholder proposals (90 days instead of 60 days) and describing the effect on the notice deadline of a change in the meeting date (Article III, Section 3.1);

Declassifying the board (as approved by our shareholders at the annual meeting of shareholders held on September 10, 2012) (Article III, Section 3.2) and removing a reference related to the formerly classified board with respect to filling vacancies (Article III, Section 3.3);

Removing inapplicable references to shareholder control agreements (Article III, Sections 3.4 and 3.11);

Removing detail regarding board committees, which is now set forth in committee charters, and expressly authorizing the creation of a special litigation committee (Article III, Section 3.14);

Clarifying that failure to provide notice of written action taken by the Board of Directors does not invalidate such action (Article III, Section 3.15);

Adding certain clarifications regarding the roles of executive officers (Article IV, Sections 4.3 and 4.9);

Clarifying that the salaries of executive officers are determined by the board or a committee thereof (Article IV, Section 4.6);

Specifying a forum for derivative action (Article VII, Section 7.8); and

Making other immaterial corrections and conforming changes.

Scott P. Anderson

Ellen A. Rudnick

Harold C. Slavkin

James W. Wiltz

Jody H. Feragen

For

93,810,303

For

87,703,045

For

93,458,174

For

92,006,319

For

100,848,779

For

20,705,163

Exhibit
Number

Description