DIRECTORS IN AN ELECTION CONTEST, OR IS
OTHERWISE REQUIRED, IN EACH CASE PURSUANT TO AND IN ACCORDANCE WITH SECTION 14
OF THE EXCHANGE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER,
(2) INCLUDE SUCH PERSON'S WRITTEN CONSENT TO BEING NAMED IN THE PROXY STATEMENT
AS A DIRECTOR NOMINEE AND TO SERVE AS A DIRECTOR IF ELECTED, (3) SET FORTH A
DESCRIPTION OF ALL DIRECT AND INDIRECT COMPENSATION AND OTHER MATERIAL MONETARY
AGREEMENTS, ARRANGEMENTS AND UNDERSTANDINGS AND ANY OTHER MATERIAL
RELATIONSHIPS, BETWEEN OR AMONG SUCH STOCKHOLDER AND BENEFICIAL OWNER, IF ANY,
AND THEIR RESPECTIVE AFFILIATES AND ASSOCIATES, OR OTHERS ACTING IN CONCERT
THEREWITH, ON THE ONE HAND, AND EACH PROPOSED NOMINEE, AND HIS OR HER RESPECTIVE
AFFILIATES AND ASSOCIATES, OR OTHERS ACTING IN CONCERT THEREWITH, ON THE OTHER
HAND, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION THAT WOULD BE REQUIRED TO
BE DISCLOSED PURSUANT TO ITEM 404 OF REGULATION S-K IF THE STOCKHOLDER MAKING
THE NOMINATION AND ANY BENEFICIAL OWNER ON WHOSE BEHALF THE NOMINATION IS MADE,
IF ANY, OR ANY AFFILIATE OR ASSOCIATE THEREOF OR PERSON ACTING IN CONCERT
THEREWITH, WERE THE "REGISTRANT" FOR PURPOSES OF ITEM 404 AND THE NOMINEE WERE A
DIRECTOR OR EXECUTIVE OFFICER OF SUCH REGISTRANT, AND (4) INCLUDE THE COMPLETED
AND SIGNED QUESTIONNAIRE, REPRESENTATION AND AGREEMENT REQUIRED BY SECTION
2.05(C)(IV) BELOW;
(B)
IF THE STOCKHOLDER NOTICE RELATES TO ANY BUSINESS (OTHER THAN THE
NOMINATION OF PERSONS FOR ELECTION AS DIRECTORS) THAT THE STOCKHOLDER PROPOSES
TO BRING BEFORE THE ANNUAL MEETING, SET FORTH (1) A BRIEF DESCRIPTION OF THE
BUSINESS DESIRED TO BE BROUGHT BEFORE THE ANNUAL MEETING, (2) THE REASONS FOR
CONDUCTING SUCH BUSINESS AT THE ANNUAL MEETING, (3) THE TEXT OF THE PROPOSAL OR
BUSINESS (INCLUDING THE TEXT OF ANY RESOLUTIONS PROPOSED FOR CONSIDERATION AND
IN THE EVENT THAT SUCH BUSINESS INCLUDES A PROPOSAL TO AMEND THE BY-LAWS OF THE
CORPORATION, THE LANGUAGE OF THE PROPOSED AMENDMENT), (4) ANY MATERIAL INTEREST
IN SUCH BUSINESS OF SUCH STOCKHOLDER AND THE BENEFICIAL OWNER, IF ANY, ON WHOSE
BEHALF THE PROPOSAL IS MADE, AND (5) A DESCRIPTION OF ALL AGREEMENTS,
ARRANGEMENTS AND UNDERSTANDINGS BETWEEN SUCH STOCKHOLDER AND BENEFICIAL OWNER,
IF ANY, AND ANY OTHER PERSON OR PERSONS (INCLUDING THEIR NAMES) IN CONNECTION
WITH THE PROPOSAL OF SUCH BUSINESS BY SUCH STOCKHOLDER; AND
(C)
AS TO THE STOCKHOLDER GIVING THE NOTICE AND THE BENEFICIAL OWNER,
IF ANY, ON WHOSE BEHALF THE DIRECTOR NOMINATION OR PROPOSAL IS MADE, SET FORTH
(1) THE NAME AND ADDRESS OF SUCH STOCKHOLDER, AS THEY APPEAR ON THE
CORPORATION'S BOOKS, AND OF SUCH BENEFICIAL OWNER, IF ANY, (2) AS OF THE DATE OF
THE STOCKHOLDER NOTICE, (A) THE CLASS OR SERIES AND NUMBER OF SHARES OF CAPITAL
STOCK OF THE CORPORATION THAT ARE, DIRECTLY OR INDIRECTLY, OWNED BENEFICIALLY
AND OF RECORD BY SUCH STOCKHOLDER AND BY SUCH BENEFICIAL OWNER, IF ANY, (B) ANY
OPTION, WARRANT, CONVERTIBLE SECURITY, STOCK APPRECIATION RIGHT, OR SIMILAR
RIGHT WITH AN EXERCISE OR CONVERSION PRIVILEGE OR A SETTLEMENT PAYMENT OR
MECHANISM AT A PRICE RELATED TO ANY CLASS OR SERIES OF CAPITAL