Nonstandard Bylaw Amendment

GC/MFR:bhs
SSIC 6100
99-0227

TO: [redacted]

FROM: Sheila A. Albin, Associate General Counsel

For the reasons stated in the attached memo [redacted] dated April 28, 1997, we concur with your recommendation to deny a nonstandard amendment which would allow the board of directors to preclude former employees from serving on the board of directors for a period of five years.