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PROXY STATEMENT
116116
Appendix A
Proposed Amendments to the Company’s Articles of Incorporation
Proposed changes to the company’s articles of incorporation are shown below related to Items 3 and 4, Items of
Business to Be Acted Upon at the Meeting. The proposed changes to Article 9 relate to Item 3. The addition of a new
Article 15 relates to Item 4. Additions are indicated by underlining and deletions are indicated by strike-outs.
. . . . .
9. The following provisions are inserted for the management of the business and for the conduct of the affairs of
the Corporation, and it is expressly provided that the same are intended to be in furtherance and not in limitation or
exclusion of the powers conferred by statute:
(a) The number of directors of the Corporation, exclusive of directors who may be elected by the holders of any
one or more series of Preferred Stock pursuant to Article 7(b) (the “Preferred Stock Directors”), shall not be
less than nine, the exact number to be fi xed from time to time solely by resolution of the Board of Directors,
acting by not less than a majority of the directors then in offi ce.
(b) The Prior to the 2009 annual meeting of shareholders, the Board of Directors (exclusive of Preferred Stock
Directors) shall be is divided into three classes, with the term of offi ce of one class expiring each year. At Com-
mencing with the annual meeting of shareholders in 1985, fi ve 2009, each class of directors of the fi rst class
whose term shall then or thereafter expire shall be elected to hold offi ce for a one-year term expiring at the
1986 next annual meeting of, fi ve directors of the second class shall be elected to hold offi ce for a term expir-
ing at the 1987 annual meeting, and six directors of the third class shall be elected to hold offi ce for a term
expiring at shareholders. In the case of any vacancy on the Board of Directors occurring after the 1988 2008
annual meeting. Commencing with the annual meeting of shareholders in 1986, each class of directors whose
term shall then expire shall be elected to hold offi ce for a three year term. In the case of any vacancy on the
Board of Directors, including a vacancy created by an increase in the number of directors, the vacancy shall be
fi lled by election of the Board of Directors with the director so elected to serve for the remainder of the term of
the director being replaced or, in the case of an additional director, for the remainder of the term of the class
to which the director has been assigned. until the next annual meeting of shareholders. All directors shall
continue in offi ce until the election and qualifi cation of their respective successors in offi ce. When the number
of directors is changed, any newly created directorships or any decrease in directorships shall be so assigned
among the classes by a majority of the directors then in offi ce, though less than a quorum, as to make all
classes as nearly equal in number as possible. No decrease in the number of directors shall have the effect of
shortening the term of any incumbent director. Election of directors need not be by written ballot unless the
By-laws so provide.
(c) Any director or directors (exclusive of Preferred Stock Directors) may be removed from offi ce at any time,
but only for cause and only by the affi rmative vote of at least 80% of the votes entitled to be cast by holders of
all the outstanding shares of Voting Stock (as defi ned in Article 13 hereof), voting together as a single class.
(d) Notwithstanding any other provision of these Amended Articles of Incorporation or of law which might
otherwise permit a lesser vote or no vote, but in addition to any affi rmative vote of the holders of any particu-
lar class of Voting Stock required by law or these Amended Articles of Incorporation, the affi rmative vote of
at least 80% of the votes entitled to be cast by holders of all the outstanding shares of Voting Stock, voting
together as a single class, shall be required to alter, amend or repeal this Article 9.
. . . . .
15. Subject to the rights of the holders of preferred stock to elect any directors voting separately as a class or
series, at each annual meeting of shareholders, the directors to be elected at the meeting shall be chosen by the
majority of the votes cast by the holders of shares entitled to vote in the election at the meeting, provided a quorum
is present; provided, however, that if the number of nominees exceeds the number of directors to be elected, then
directors shall be elected by the vote of a plurality of the votes cast by the holders of shares entitled to vote, pro-
vided a quorum is present. For purposes of this Article 15, a “majority of votes cast” shall mean that the number of
votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election.