<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>amend.txt
<DESCRIPTION>AMEND
<TEXT>
Sub-Item 77Q1(a): Amendment to Bylaws of the Registrant

Bylaw Amendment No. 21 - Filed with the Securities and Exchange Commission on
August 3, 2005.

Article III Section 3 was amended on July 17, 2005 by deleting the first
paragraph and replacing it with the following paragraph.

Section 3. Qualifications. Directors need not be stockholders. Each Director
shall hold office until the earlier of: (a) the expiration of his term and his
or her successor shall have been elected and qualifies, (b) his or her death,
(c) his or her resignation, or (d) his or her removal. To be eligible for
nomination as a director a person must, at the time of such person's nomination,
a) have Relevant Experience and Country Knowledge (as defined below), (b) not
have any Conflict of Interest (as defined below) and (c) not be of an age such
that he will attain the age of over 70 years in the calendar year in which his
or her term will end; provided that clause (c) shall not apply to any person who
was a Director on October 15, 1999 or to any person whom the Nominating
Committee (or in the absence of such a Committee, the Board of
Directors)determines to except from that clause on the basis that the person's
prior public or government service or other broad-based activities in the
business community make it essential that the Corporation continue to receive
the benefit of the person's services as a Director. The determination described
in the previous sentence shall be made on or before the time of nomination.
Whether a proposed nominee satisfies the foregoing qualifications shall be
determined by the Nominating Committee or, in the absence of such a Committee,
by the Board of Directors, each in its sole discretion.
</TEXT>
</DOCUMENT>
