Exhibit
10.2(c)


STOCKHOLDERS’ AGREEMENT

(Section 7.1 Version)


STOCKHOLDERS’ AGREEMENT,
dated as of March 5, 2007 (this “Agreement”),
among MEGGITT-USA, INC., a Delaware
corporation (“Purchaser”),
K & F INDUSTRIES HOLDINGS, INC., a Delaware corporation (the “Company”), and the stockholder of
the Company listed on the signature pages hereto (the “Stockholder”)
and the Company.


WHEREAS, Purchaser,
Ferndown Acquisition Corp., a Delaware corporation (“Merger
Sub”), and the Company propose to simultaneously herewith enter
into an Agreement and Plan of Merger dated as of the date hereof (as the same
may be amended or supplemented, the “Merger Agreement”;
capitalized terms used but not defined herein shall have the meanings set forth
in the Merger Agreement) providing for the merger of Merger Sub with and into
the Company;


WHEREAS, as of the date
hereof, each Stockholder is both the record and beneficial owner (as such term
is defined in Rule 13d-3 of the Exchange Act) of that number of shares of
Common Stock set forth in column 1 opposite its name on Schedule A to
this Agreement (subject to adjustment as contemplated herein, the “Owned Shares”);


WHEREAS, pursuant to that
certain Securityholders Agreement dated November 18, 2004, as amended by
the First Amendment dated as of December 27, 2004 and as further amended by the
Second Amendment dated as of April 27, 2005 (as so amended, the “Securityholders’ Agreement”), the
Stockholder has granted an irrevocable proxy with respect to the power to vote
the Owned Shares to each of (i) Aurora Equity Partners III L.P., a Delaware
limited partnership (“AEP III”),
(ii) Aurora Equity Partners II L.P., a Delaware limited partnership (“AEP II”), (iii) Aurora Overseas
Equity Partners III, L.P., a Cayman Islands limited partnership (“AOEP III”), and (iv) Aurora Overseas
Equity Partners II, L.P., a Cayman Islands limited partnership (“AOEP II,” and, collectively with AEP
III, AEP II and AOEP III, the “Aurora Entities”);
and


WHEREAS, as a condition
to the willingness of Purchaser and Merger Sub to enter into the Merger
Agreement, and as an inducement and in consideration therefor, Purchaser has
requested that the Stockholders enter into this Agreement.


NOW, THEREFORE, the
parties hereto agree as follows:


Section 1.  Representations, Warranties and Covenants
of the Stockholder.  The Stockholder
hereby represents and warrants to Purchaser as of the date hereof as follows:


(a)           Authority.  The Stockholder has all requisite power and
authority to execute this Agreement and to consummate the transactions
contemplated hereby.  The execution and
delivery by the Stockholder of this Agreement and consummation of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of the Stockholder.


(b)           Execution; Delivery;
Securityholders’ Agreement.  The
Stockholder has duly executed and delivered this Agreement, and this Agreement
constitutes the valid and 













binding obligation
of the Stockholder, enforceable against the Stockholder in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors rights and to general principles of equity.  No consent of, or
registration or filing with, any Governmental Entity is required to be obtained
or made by or with respect to the Stockholder in connection with the execution,
delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby, other than (i) such reports, schedules or
statements under the Exchange Act as may be required to be filed by the
Stockholder in connection with this Agreement and the transactions contemplated
hereby and (ii) such consents, registrations or filings by the Stockholder the
failure of which to be obtained or made would not have an adverse effect on the
Stockholder’s ability to timely perform its obligations hereunder.  The Securityholders’ Agreement is the valid
and binding obligation of the Stockholder, enforceable against the Stockholder in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors rights and to general principles of equity.  The Stockholder will not consent or permit
any termination, cancellation, amendment, waiver or modification of the
Securityholders’ Agreement that would, individually or in the aggregate,
reasonably be expected to impair the ability of the Stockholder to timely
perform its obligations under this Agreement or prevent or delay the
consummation of the transactions contemplated by the Merger Agreement, and will
not assert any claim that the provisions of Section 7.1 of the
Securityholders’ Agreement are invalid.


(c)           The Owned Shares.  The Stockholder is the record and beneficial
owner of the Owned Shares set forth in column 1 opposite its name on Schedule A,
free and clear of (i) any Encumbrances (other than the Merger Agreement and those created by the Securityholders
Agreement) and (ii) any restrictions whatsoever with respect to the
ownership, transfer or voting of the Owned Shares that would, individually or
in the aggregate, reasonably be expected to impair the ability of the
Stockholder to timely perform its obligations under this Agreement or prevent
or delay the consummation of the transactions contemplated by the Merger
Agreement.  None of such Owned Shares are
subject to any voting trust or other voting agreement, except pursuant to the
Securityholders Agreement or as contemplated by this Agreement.  Except for the Owned Shares, the Stockholder
does not own beneficially or of record any common stock or other voting
securities of the Company on the date hereof, and does not, directly or indirectly,
own or have any option, warrant or other right to acquire any common stock or
other securities of the Company that are or may by their terms become entitled
to vote or any securities that are convertible or exchangeable into or
exercisable for any securities of the Company that are or may by their terms
become entitled to vote under the Company’s Charter, applicable Law or
otherwise.


(d)           No Conflicts.  Subject to appropriate filings by the
Stockholder under the Exchange Act (which the Stockholder agrees to make as and
to the extent required by the Exchange Act), to the extent applicable, the
execution and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby and compliance with the provisions hereof will
not, conflict with, result in a violation or breach of, or constitute a default
(or an event that, with notice or lapse of time or both, would result in a
default) or give rise to any right of termination or acceleration under,
(i) any organizational or constituent document of such Stockholder (ii) the
Securityholders’ Agreement, (iii) any loan or credit agreement, bond,
note, mortgage, indenture, lease or any other contract, agreement or instrument
to which the 



 2
 









Stockholder is a
party or by which the Stockholder or any of the Owned Shares is bound or
(iv) any Law or Order applicable to the Stockholder; except, in the case
of clauses (iii) and (iv) above, for any such violation, breach, default or
right of termination or acceleration that does not impair or materially delay
the Stockholder’s ability to perform its obligations hereunder.


Section 2.  Representations and Warranties of
Purchaser.  Purchaser hereby represents
and warrants to the Stockholder as follows:


(a)           Authority.  Purchaser has all requisite corporate power
and authority to execute this Agreement and to consummate the transactions
contemplated hereby.  The execution and
delivery by Purchaser of this Agreement and consummation of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of Purchaser.


(b)           Execution; Delivery.  Purchaser has duly executed and delivered
this Agreement, and this Agreement constitutes the valid and binding obligation
of Purchaser, enforceable against Purchaser in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors rights and to general principles of equity.  No consent of, or registration or filing
with, any Governmental Entity is required to be obtained or made by or with
respect to Purchaser in connection with the execution, delivery and performance
of this Agreement or the consummation of the transactions contemplated hereby,
other than as set forth in the Merger Agreement.


(c)           No Conflicts.  Subject to compliance by Purchaser with the
Regulatory Filings, neither the execution and delivery of this Agreement nor
the performance by Purchaser of its obligations hereunder will result in a
violation or breach of, or constitute a default (or an event that, with notice
or lapse of time or both, would result in a default) or give rise to any right
of termination or acceleration under, (i) Purchaser’s certificate of
incorporation or similar constituent documents, (ii) any loan or credit
agreement, bond, note, mortgage, indenture, lease or any other contract,
agreement or instrument to which Purchaser is a party or by which Purchaser is
bound, or (iii) any Law or Order applicable to Purchaser; except, in the
case of clauses (ii) and (iii) above, for any such violation, breach, default
or right of termination or acceleration that does not impair or materially
delay the Purchaser’s ability to perform its obligations hereunder.


Section 3.  No Transfers; Waiver of Appraisal Rights.


(a)           Other than pursuant to this Agreement
or as contemplated by the Merger Agreement, the Stockholder shall not:
(i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other agreement or instrument with
respect to or consent to the sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of (collectively, “Transfer”)
any Owned Shares to any third party; (ii) deposit any Owned Shares into a
voting trust; (iii) grant any proxies or powers of attorney or enter into
a voting agreement with respect to any of the Owned Shares; or (iv) enter
into any other agreement or instrument with respect to the voting of any of the
Owned Shares.  This Section 3(a)
shall terminate upon a termination of this Agreement or the Merger Agreement
except as provided in Section 3(b).



 3
 









(b)           The parties acknowledge that neither
the Securityholders’ Agreement nor this Stockholders Agreement prohibit any
Stockholder, after the termination of Section 3(a) hereof, from selling or transferring
any or all shares of Common Stock that constitute Owned Shares; and neither the
Company nor any Stockholder shall have any liability, hereunder, under the
Merger Agreement or otherwise, to Purchaser, Merger Sub or Parent if any such
record owner transfers or sells any such shares of Common Stock at any time
after such termination.  If any such
record owner of shares of Common Stock that constitute, as of the date hereof,
Owned Shares, sells or transfers any such shares of Common Stock, then such
shares of Common Stock shall, effective upon such sale or transfer, no longer
constitute Owned Shares and the number of shares of Common Stock then subject
to the definition of Owned Shares hereunder shall be adjusted accordingly.  Notwithstanding the foregoing, each
Stockholder agrees that, after public announcement by the Company of an
Alternative Disposition, if any, and for so long as an Alternative Disposition
is pending and not withdrawn, that such Stockholder will not Transfer any
shares of Common Stock that, as of such time, constitute Owned Shares.


(c)           The Stockholder hereby waives, and
agrees not to seek, assert or perfect any appraisal rights under Section 262 of
the DGCL in connection with the Merger as it relates to the Owned Shares.


Section 4.  Solicitation.  Each Stockholder shall, and shall cause each
agent and representative (including without limitation any investment banker,
financial advisor, attorney, accountant or other representative retained by the
Stockholder or any such representative) (each, a “Stockholder Representative”) of the Stockholder to
comply with the provisions of Section 5.3 of the Merger Agreement.  Notwithstanding anything in this Agreement to
the contrary, (i) the provisions of this Agreement apply solely to Stockholder
when acting in his capacity as a stockholder of the Company and not when acting
or purporting to act as an officer or director of the Company (it being
understood that the Company has separate and independent obligations under
Section 5.3 of the Merger Agreement); (ii) none of the provisions of this
Agreement shall be construed to prohibit, limit or restrict Stockholder from
exercising his fiduciary duties as a director or officer of the Company by
voting or taking any other action whatsoever in his capacity as a director or
officer of the Company; and (iii) no action taken by the Company in compliance
with the terms of the Merger Agreement in respect of any Acquisition Proposal
shall serve as the basis of a claim that Stockholder is in breach of his obligations
hereunder notwithstanding the fact that Stockholder provided advice or
assistance to the Company in connection therewith.


Section 5.  Termination.  This Agreement shall terminate upon the
earliest to occur of (i) the Effective Time and (ii) other than with respect to
the provisions (except for paragraph (c) thereof) of Section 5 which
shall survive any such termination, the termination of the Merger Agreement.


Section 6.  Release.  From and after the Effective Time, the
Stockholder finally and forever releases Purchaser and the Company, and their
respective successors, assigns, officers, directors, servants, employees and
all affiliates and Subsidiaries, past and present, of Purchaser and the Company
(the “Releasees”) from
each and every agreement, commitment, indebtedness, obligation and claim of
every nature and kind whatsoever, known or unknown, suspected or unsuspected
(each, a “Claim” and
collectively, the “Claims”)
that (A) Stockholder 



 4
 









may have had in
the past, may have as of the date hereof or, to the extent arising from or in
connection with any act, omission or state of facts taken or existing on or
prior to the date hereof, may have after the date hereof against any of the
Releasees and (B) has arisen or arises directly out of Stockholder’s interest
as a stockholder of the Company or any of its Subsidiaries; except with respect
to (i) any such Claims as are contemplated by this Agreement, the Merger
Agreement and the transactions contemplated hereby and thereby and (ii) any
agreement, commitment, indebtedness, obligation and claim of every nature and
kind whatsoever, known or unknown, suspected or unsuspected claim that has
arisen or arises directly from an obligation on behalf of the Company or any of
its Subsidiaries to indemnify or hold harmless the Stockholder (all such Claims
being the “Released Claims”).  Without limiting the provisions set forth
above, the Stockholder acknowledges that it has been advised by legal counsel
and is familiar with the provisions of California Civil Code Section 1542,
which provides as follows:


“A general release does
not extend to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.”


Pursuant to this statute,
as well as any other statutes or common-law principles, whether of federal or
state origin, of similar effect, the Stockholder expressly waives any rights
with respect to any of the Released Claims, which the Stockholder may
have.  In connection with such waivers,
the Stockholder acknowledges that it is aware that it may later discover claims
presently unknown or unsuspected, or facts in addition to or different from
those which it now knows or believes to be true, with respect to the matters
released hereby.  Nevertheless, it is the
intention of the Stockholder through this release, fully, finally and forever
to settle and release all such claims and/or facts.  The parties hereto intend that the provisions
regarding the Released Claims be construed as broadly as possible, and
incorporate herein similar federal, state or other laws, all of which, with
respect to the Released Claims, are similarly waived by the Stockholder.


Section 7.  General Provisions.


(a)           Amendments.  This Agreement may not be amended except by
an instrument in writing signed by each of the parties hereto.


(b)           Reliance.  The Stockholder understands and acknowledges
that Purchaser is entering into the Merger Agreement in reliance upon the
Stockholder’s execution, delivery and performance under this Agreement.


(c)           Further Assurances.  From time to time, at Purchaser’s reasonable
request and without further consideration, the Stockholder shall execute and
deliver such additional documents as may be reasonably necessary to consummate
and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.


(d)           Adjustments.  In the event (i) of any stock dividend,
stock split, recapitalization, reclassification, combination or exchange of
shares of capital stock or other securities of the Company on, of or affecting
the Owned Shares or the like or any other action that would have the effect of
changing the number of shares of Common Stock owned by the Stockholder or (ii) the
Stockholder becomes the record or beneficial owner of any additional 



 5
 









shares of Common
Stock, then the terms of this Agreement will apply to all of the shares of
Common Stock held by the Stockholder immediately following the effectiveness of
the events described in clause (i) or clause (ii).  The Stockholder hereby agrees, while this
Agreement is in effect, to promptly notify Purchaser of the number of any new
shares of Common Stock acquired by the Stockholder, if any, after the date
hereof.


(e)           Disclosure.  The Stockholder hereby permits Purchaser and
the Company to disclose, in all documents and schedules filed by Purchaser or
the Company with the SEC, this Agreement and the information contained in this
Agreement, to the extent this Agreement and such information are required by
the rules and regulations of the SEC to be disclosed therein; provided, however,
that such disclosure shall be subject to the prior review and comment by the
Stockholder or, prior to the Effective Time, by the Company in accordance with Section
5.16 of the Merger Agreement.  Except
as provided in this Agreement or in Section 5.16 of the Merger
Agreement, the Stockholder shall not issue any press release or make any other
public statement with respect to this Agreement, the Merger Agreement, the
Merger or any other transactions contemplated by this Agreement, the Merger
Agreement or the Merger without the prior written consent of Purchaser.


(f)            Notices. All notices and
other communications hereunder shall be in writing and shall be deemed given if
delivered personally or sent by overnight courier (providing proof of delivery)
to the Company and Purchaser in accordance with Section 8.1 of the
Merger Agreement and to Stockholder at its address set forth on Schedule A
hereto (or at such other address for a party as shall be specified by like
notice.


(g)           Interpretation.  The Section headings herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions
hereof.  Where a reference in this
Agreement is made to a Section, such reference shall be to a Section of this
Agreement unless otherwise indicated. 
Unless otherwise indicated, whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without
limitation.”


(h)           Severability. The provisions
of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability or the other provisions hereof. 
If any provision of this Agreement, or the application thereof to any
Person or any circumstance, is invalid or unenforceable, (a) a suitable and
equitable provision shall be substituted therefor in order to carry out, so far
as may be valid and enforceable, the intent and purpose of such invalid or
unenforceable provision and (b) the remainder of this Agreement and the
application of such provision to other Persons or circumstances shall not be
affected by such invalidity or unenforceability, nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or
the application thereof, in any other jurisdiction.


(i)            Counterparts. This Agreement
may be executed in any number of counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts shall together
constitute the same agreement.


 



 6















(j)            Entire Agreement; No Third-Party
Beneficiaries.  This Agreement and
the Merger Agreement constitute the entire agreement, and supersede all other
prior agreements, understandings, representations and warranties both written
and oral, among the parties, with respect to the subject matter hereof.  This Agreement is not intended to confer upon
any Person other than the parties hereto any rights or remedies hereunder.


(k)           Governing Law.  THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN
AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN
ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT
OF LAW PRINCIPLES THEREOF.


(l)            Waiver of Jury Trial.  THE PARTIES HEREBY IRREVOCABLY WAIVE ANY
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.  EACH PARTY (I) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) EACH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS STOCKHOLDERS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS  SECTION
7(L).


(m)          Merger
Agreement.   Each party
acknowledges that the other parties have been induced to enter into this
Agreement (and, in the case of Purchaser, the Merger Agreement) based on the
terms and conditions of the Merger Agreement (and, in the case of Purchaser,
this Agreement).


(n)           Assignment.  No rights or obligations under this
Agreement may be assigned or delegated by operation of Law or otherwise.  Any purported assignment or delegation in
violation of this Agreement is void.


(o)           Consent to Jurisdiction. Each
of the parties hereto hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the United States
District Court for the Central District of California in any action or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereunder or for recognition or enforcement of any judgment
relating thereto, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Each of the parties
hereto irrevocably and unconditionally waives, to the fullest extent it or he
may legally and effectively do so, any objection that it or he may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereunder in the
United States District Court for the Central District of California.  Each of the parties hereto irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.  The parties hereto further agree that the
mailing by certified or registered mail, return receipt 



 7
 









requested, of any
process required by any such court shall constitute valid and lawful service of
process against them, without the necessity for service by any other means
provided by law, with respect to any matters for which it has submitted to
jurisdiction pursuant to this Section 9(o).  The foregoing consents to jurisdiction and
appointments of agents to receive service of process shall not constitute
general consents to service of process in the State of California for any
purpose except as provided above and shall not be deemed to confer rights on
any Person other than the respective parties to this Agreement.


[Signature Page
Follows]


 



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IN WITNESS WHEREOF, each party has duly executed this
Stockholders’ Agreement, all as of the date first written above.


	
  

  	
  MEGGITT-USA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric G. Lardiere

  
	
   

  	
   

  	
  Name: Eric G. Lardiere

  
	
   

  	
   

  	
  Title: Vice President, Secretary and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  K&F INDUSTRIES HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Kenneth M. Schwartz

  
	
   

  	
   

  	
  Name: Kenneth M. Schwartz

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  STOCKHOLDERS:

  
	
   

  	
   

  
	
   

  	
  AURORA EQUITY PARTNERS III L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Capital Partners III L.P.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Advisors III LLC,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Roeder

  
	
   

  	
   

  	
  Name: Richard K. Roeder

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  AURORA EQUITY PARTNERS II L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Capital Partners II L.P.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Advisors II LLC,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Richard K. Roeder

  
	
   

  	
   

  	
  Name: Richard K. Roeder

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  



 



 9
 









 


	
  

  	
   

  	
   

  
	
   

  	
  AURORA OVERSEAS EQUITY PARTNERS III, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Overseas Capital Partners III, L.P.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Overseas Advisors III, LDC,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Roeder

  
	
   

  	
   

  	
  Name: Richard K. Roeder

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  AURORA OVERSEAS EQUITY PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Overseas Capital Partners II, L.P.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aurora Overseas Advisors II, LDC,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Roeder

  
	
   

  	
   

  	
  Name: Richard K. Roeder

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Jack O. Peiffer

  
	
   

  	
  JACK O. PEIFFER

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas A. Johnson

  
	
   

  	
  THOMAS A. JOHNSON

  
	
   

  	
   

  
	
   

  	
  /s/ J. Thomas Zusi

  
	
   

  	
  J. THOMAS ZUSI

  



 



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SCHEDULE A


 




	
  NAME

  	
   

  	
  # OF SHARES

  	
   

  	
  PERCENTAGE (1)

  	
   

  
	
  Jack O. Peiffer

  	
   

  	
  3,000

  	
   

  	
  0.01

  	
  %

  
	
  Thomas A.
  Johnson

  	
   

  	
  2,000

  	
   

  	
  0.01

  	
  %

  
	
  J. Thomas Zusi

  	
   

  	
  2,000

  	
   

  	
  0.01

  	
  %

  
	
  TOTAL

  	
   

  	
  7,000

  	
   

  	
  0.03

  	
  %

  










(1)             Based
on 39,642,911 outstanding.



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