Procedures for Shareholders

Procedures by Which Shareholders May Submit Nominees for Director

The Governance/Nominating Committee considers recommendations for director candidates received from the Company's directors, executive officers and shareholders. The Committee evaluates recommendations received from shareholders using the same process and criteria that are used for recommendations received from directors and executive officers. Qualifications that the Company believes should be met by nominees for director are discussed in the Company's Board Governance Guidelines available on the Company's website at "Governance/Nominating Committees Process for Identifying and Evaluating Director Candidates."
Shareholder recommendations should be submitted to the Company's Corporate Secretary in writing no later than the date specified in the Company's bylaws by which a shareholder must give notice of a matter that he or she wishes to bring before the Company's Annual Meeting of Shareholders. Any recommendation must include: (i) the name and address of the shareholder making the recommendation; (ii) pertinent biographical information about the recommended candidate; and (iii) a description of all arrangements or understandings between the shareholder and the recommended candidate. Recommendations that are received by the Secretary by the deadline will be forwarded to the Chairman of the Governance/Nominating Committee for review and consideration.

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