AGENDA Overview of the Notice and Access Regulation

1. The Atlanta Chapter of NIRIProudly Presents a Discussion AboutNotice and Access and Emerging Proxy Issues

2. AGENDA • Overview of the Notice and Access Regulation • Important Compliance Dates, Content of Messaging, Web /Voting Abilities • Considerations of Notice and Access • Developing your Strategy, Mechanics, Action Steps and Web Demo Proxy Considerations Involving Notice and Access • Proxy Implications, proposal Trends and Recommendations for your Meeting 1

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6. The New E-Proxy Rules:The Notice & Access Model • Provides companies with the alternative of mailing a one page Notice of Internet Availability of Proxy Materials (“Notice”) and providing proxy materials electronically through an Internet web site instead of traditional paper delivery of all proxy materials. • Three Options for Compliance: • Notice-Only Delivery • Proxy materials posted on web site and only the Notice mailed to shareholders • Full Set Delivery • Hard copies of all proxy materials mailed to shareholders, with Notice information incorporated in proxy statement and proxy card and proxy materials posted on web site • Hybrid Delivery • Notice-only delivery to some shareholders and Full Set delivery to others.

7. Notice & Access Model On the same day Post proxy materials on a specified web site Send Notice (or full set of proxy materials) to shareholders File proxy materials, including Notice, with the SEC

8. Compliance Dates • Voluntary Compliance • Use of the Notice-only model is permitted for mailings on or after July 1, 2007 for any company • Mandatory Compliance • Large Accelerated Filers must use one of the three new methods (Notice-only, Full Set delivery or Hybrid) for any mailing on or after January 1, 2008 • All other filers must use one of the three new methods (Notice-only, Full Set delivery or Hybrid) for any mailing on or after January 1, 2009

9. Who Can Use Notice & Access? • Available for issuers, intermediaries and soliciting persons other than the issuer • Specific model used is at the election of the issuer or soliciting person – election is meeting specific • Intermediary must use the method selected by the issuer or soliciting person • Not permitted in connection with business combination transactions

10. Delivery of the Notice • If Notice-only or Hybrid delivery is used, the Notice must be sent at least 40 calendar days prior to the meeting date • Note that the Notice must actually be completed 45-47 days prior to the meeting date to give intermediaries time to create the voting instruction cards for beneficial holders • Only two things can accompany (or be combined with) the Notice: • Notice of meeting required by state law (if permitted under state law) • Reply card to request paper or e-mail copies of proxy materials • For any Notice-only deliveries, a proxy card cannot be sent with the first Notice

11. Ability to Vote • Concurrently with delivery of the Notice, the issuer must provide a means of voting – but not without access to proxy materials • Electronic voting platform linked to the Web site • Telephone number on the Web site • For Notice-only delivery – hard copy of proxy card can be sent 10 calendar days or more after the Notice • Must be accompanied with another copy of the Notice or with the proxy materials

12. Content of the Notice – Required • Plain English text • Bold-face legend with web site address and recommended deadline for requesting paper copies • Date, time and location of the meeting • Description of matters to be voted on and issuer’s recommendations – but no supporting statements • List of proxy materials available on the web site • Toll-free phone number, e-mail address and Internet address for requesting paper or e-mail copies (not required for Full Set delivery) • Any control/identification numbers needed to vote • Instructions on how to access the proxy card – no execution of proxy without access to proxy materials • Information about attending the meeting and voting in person

13. Content of the Notice – Optional • State law meeting notice • Advisory statement that no personal information is required • Pictures/logos/designs if not misleading

14. Web Site Posting • Direct access to materials on publicly accessible web site • Materials accessible on the site at no charge from the time the Notice (or full set of materials) is sent until the end of the meeting • Materials must be: • Readable and readily searchable on screen • Printable like a paper copy • Amended/additional materials posted (and filed) no later than the day they are first made public

15. “Opting Out” • Upon request, paper or e-mail copies must be sent to shareholders who receive Notice-only delivery: • Until the conclusion of the meeting, materials must be sent within 3 business days of request and, if paper is requested, they must be sent by first class mail (or similar prompt service) • Paper or email copies can be requested up to one year after the meeting – but only “prompt” delivery is required • Request can be for the particular meeting or for all future solicitations

16. 33 Rule of Delivery for Beneficial Owners 3 Issuer • Intermediary must request materials from issuer within 3 business days of owner’s request • Issuer must send to intermediary within 3 business days of intermediary’s request • Intermediary must send to owner within 3 business days of receipt Request for Materials Intermediary 3 Owner 3

17. Concerns Raised by the Notice & Access Model • Misuse of shareholder information • Over/Underestimation of number of printed copies • Timing and coordination • Additional solicitation efforts • New or uncertain costs

18. Other Items on the 2008 Proxy Agenda • Executive Compensation Disclosure • Results of SEC review of 350 public companies now available • ISS (RiskMetrics) has released “best practices” report • Expecting revisions to disclosures in “Year 2” to reflect SEC commentary and best practices • Shareholder access to the proxy with respect to director elections • Competing proposed SEC rules • SEC says it will adopt one for the 2008 proxy season, but so far, no indication of when (or if) that will occur

19. Elimination of Broker Discretionary Vote in Director Elections • Proposed change to NYSE Rule 452 to eliminate the discretion of brokers to vote shares beneficially owned by their clients for the election of directors if the client does not provide voting instructions • Would change director elections from: • A “routine” matter, on which brokers have discretion to vote if the beneficial owner does not provide voting instructions TO • A “non-routine” matter, on which brokers cannot vote without beneficial owner instruction • Would apply to any company publicly traded in the U.S. • The majority of U.S. brokerage firms are regulated by the NYSE

20. Elimination of Broker Discretionary Vote in Director Elections • What issues/concerns does the proposed rule change raise? • Difficulty obtaining a quorum for meetings – need for a “routine” matter on the ballot • Interaction with Majority Voting requirements – difficulty in obtaining a majority vote for directors • Difficulty and cost of reaching investors to encourage voting • When will it go into effect? • NYSE approved the rule in 2006 but determined to table the rule change for 2007 proxy season to allow companies to prepare • NYSE filed its proposed rule change with the SEC with an expectation of approval by the SEC for shareholder meetings on or after January 1, 2008 – due to other ongoing developments in 2008 (proxy access, notice & access, executive compensation disclosures) SEC has delayed approval so that effectiveness will not occur before January 1, 2009

21. Meeting Services Offering • Core Competencies • Comprehensive, integrated solutions • Highly experienced staff • Industrial strength • Highly scalable • You already know and trust us • Services • Solicitation • Printing and Logistics • Tabulation • Market Segments • Public Corporations • Shareholders/dissidents • Mutual Funds • Open end • Closed End • Member organizations • Health Care • Academic • Non-profits 20

22. The Notice and Access Rule • Notice-only Mailing Model • Available to all issuers, effective July 1, 2007 • Voluntary to use any aspect of the Notice and Access model • Mandatory Notice Mailing Model • For Large Accelerated Filers • Mandatory compliance will be effective January 1, 2008 • Allows for issuers to mail full set of compliance materials to shareowners as long as the following conditions are met: • Compliance materials must still be housed online as per the voluntary model requirements • Notice language must be included with the mailing 21

23. Mechanics of Notice and Access - Overview BNY Mellon Shareowner Services is prepared to help you maximize the benefits by leveraging systems and processes we’ve built to support this rule. Mailing of physical ‘Notice’ to shareowners announcing availability of proxy materials on a specific web site • Unique shareowner voter control number is printed on notice • Mailing cannot include proxy card or links to voting sites Notice and Access web site must include: • Online proxy materials • Option to link to online voting • Option to request printed material Shareowners may request paper proxy materials & opt-out of future Notice mailings Shareowners consented to electronic delivery will receive email as usual -- no Notice needs to be mailed 22

24. Mechanics of Notice and Access – Overview (continued) Notice must include: • URL to Web site where materials are posted • Date, time & location of shareowner meeting • Identification of proposals • Toll-free #, e-mail address and URL to request hard copy proxy materials (provided by BNY Mellon) • Complete list of materials posted to Web site • Materials must be posted 40 calendar days prior to the meeting and for 12 months total 23

25. Client Action Steps • Determine with your legal counsel the date by which you are required to comply with the mandatory model and communicate this date with your Relationship Manager • Large accelerated filers are required to comply with all mailings commencing on or after January 1, 2008 • All other companies are required to comply with all mailings commencing on or after January 1, 2009 • Work with your Disclosure Committee to formulate a compliance timeline as necessary, noting that the 40-days before meeting mail date requirement is firm (translates to having materials completed at least 45 days before the meeting) • Work with your Relationship Manager to analyze likely requirements for hard copy delivery requests 24

26. Client Action Steps (continued) • Decide on delivery method, and if Notice is chosen… • Communicate this information with your Relationship Manager • Fulfillment – set-up for “opt-out” requests • Mailing – Notice-only vs. Notice of -plus full package (Mandatory option) • Finalize all compliance materials 45 days prior to meeting • Create a PDF version for Mobular to add to website • Approve Notice card and Proxy card • Ship stock to mailing facility 25

27. Web Prototype – Materials Presentation URL for our test site: http://preview.mobular.net/Mellon/64/13/307/index.html  26

28. Web Prototype – Materials Presentation 27

29. Notice and Access – Not in a Vacuum Will it result in decreased retail vote participation and less support for management’s recommendations versus assertive institutional voters? If so, will other (costly?) measures be required to restore this lost vote? (e.g. NOBO list, telephone calls, reminder mailings) Related proxy considerations: • NYSE proposes to eliminate broker discretionary voting on directors. All proposal types? Quorum? Reprieve for 2008 proxy season • Increasing frequency and degree of “director withhold” votes (perceived poor pay practices; ignored shareholder-proposals) • Pressure to switch to majority from plurality election standard • Specific proposals on the proxy agenda (management versus shareholder sponsored)? Vote requirements? Your unique owner/voter profile? 28

30. Primarily Retail Blended Institutionally-dominated EMP EMP VC Insiders EMP Insiders Insiders 3% 5% 10% 5% 1% 4% VC 10% Retail 20% 26% Institutions 19% Institutions Retail 42% 40% Institutions Retail 65% 50% Employees Insiders Inst. Retail Venture Employees Insiders Inst. Retail Venture Employees Insiders Inst. Retail Capital Capital • Anticipate Influence of Proxy Advisor recommendations • Leverage IR relationships with key analysts and portfolio managers to support the proxy effort • Average 1/3 voting rate for retail • Tend to support management, if they vote • Loss of broker discretionary voting will be significant • Retail component still important • Loss of broker discretionary voting still significant Companies’ Unique Ownership Profiles – Proxy Implications 29

31. Trends in Shareholder-sponsored Resolutions * Thus far in 2007, there were also 43 management-sponsored proposals of this type. 30

32. Recommendations in Response • Approach holistically, giving equal consideration to potential cost-savings, investor preferences, and potential vote impact • Internal collaboration: IR; Corporate Secretary; HR • External collaboration: IR agency; Stock Watch provider; Proxy Solicitor (“know your owner/voter profile”) • Consider stratified approach in year one (still mailing to the larger holders), and analyze those results before taking the full plunge • Review the % of instructed vs discretionary votes (Broadridge) • Continue to learn from the early adopters!! 31

33. We Are Here to Help You 32