<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>bylawpeo.txt
<TEXT>
On April 14, 2005, the Board of Directors voted
to amend the Corporation's By-laws to reduce the size
of the Board to eleven directors, effective
April 14, 2005, and to further reduce the size of
the Board to ten directors, effective
April 27, 2005. Accordingly, the fourth sentence
of Section 3.1 of the Corporation's By-laws was amended,
effective April 14, 2005, to state: The number of
directors is fixed at eleven, and, effective
April 27, 2005, to state: The number of directors is
fixed at ten.
</TEXT>
</DOCUMENT>
