Summary of Dodd-Frank Provisions

Proxy Access/Director Nomination

• Overview. Shareholder-nominated director candidates must be included in the company's proxy materials provided that certain conditions are met by the nominating shareholder or shareholder group.
• • Companies may not "opt out" of compliance with the proxy access rules or adopt more restrictive proxy access standards than those described below.

• Effective Dates and Nomination Deadlines - 2011 Proxy Season.
• • Shareholder-nominated director candidates must be submitted at least 120 days (but not more than 150 days) prior to the anniversary of the mailing of the company's previous year's proxy statement.
  • The proxy access rules become effective November 15, 2010. As a result, taking into account the deadline for a shareholder's submission of a director candidate: