Common use of Nominations Clause in Contracts

Nominations. (a) Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.6 shall be eligible for election as directors of the Corporation. (b) Nominations of persons for election to the Board of Directors at a meeting of Stockholders may be made only (i) by or at the direction of the Board of Directors or (ii) by any Stockholder entitled to vote for the election of directors at the meeting who satisfies the eligibility requirements (if any) set forth in the Certificate of Incorporation and who complies with the notice procedures set forth in this Section 3.6 and in the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election to the Board of Directors at any special meeting of Stockholders unless the business to be transacted at such special meeting, as set forth in the notice of such meeting, includes the election of directors. Nominations by Stockholders shall be made pursuant to timely notice in writing to the Secretary. To be timely, a Stockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not later than the close of business on the 120th day and not sooner than the close of business on the 180th day prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting of Stockholders has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, the notice must be received by the Corporation not later than the later of the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. The first anniversary of the first annual meeting of Stockholders shall be deemed to be [May 10], 2009. To be timely, a Stockholder’s notice given in the context of a special meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not earlier than the close of business on the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting. For purposes of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date as originally noticed shall, for purposes of any notice contemplated by this paragraph (b), be deemed to be a continuation of the original meeting and no nominations by a Stockholder of persons to be elected directors of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was timely for the meeting on the date originally noticed. (c) Each notice given by a Stockholder as contemplated by paragraph (b) above shall set forth the following information, in addition to any other information or matters required by the Certificate of Incorporation: (i) as to each person whom the Stockholder proposes to nominate for election or re-election as a director, (A) the exact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (C) the number of shares (if any) of each class of stock of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii) as to the Stockholder giving the notice, (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned by him and (D) the dates upon which he acquired such shares of stock and documentary support for any claims of beneficial ownership; and (iii) a description of all arrangements or understandings between the Stockholder giving the notice and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such Stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) The foregoing right of a Stockholder to nominate a person for election or reelection to the Board of Directors shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. (e) Nothing in this Section 3.6 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. (f) The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Section 3.6 and, if any nomination is not in compliance with this Section 3.6, to declare that such defective nomination shall be disregarded.

Nominations. (a) Notwithstanding anything in these Bylaws Subject to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.6 shall be eligible for election as directors then-applicable terms of the Corporation. (b) Nominations Stockholders’ Agreement, nominations of persons for election to the Board of Directors of the Corporation at a meeting of Stockholders stockholders of the Corporation may be made only at such meeting (i) by or at the direction of the Board of Directors or Directors, (ii) by any Stockholder committee or persons appointed by the Board of Directors for such purposes or (iii) by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who satisfies is a stockholder of record at the eligibility requirements (if any) set forth time the notice provided for in this Article III, Section 3.3 is delivered to the Certificate Secretary of Incorporation and the Corporation, who complies with the notice procedures set forth in this Article III, Section 3.6 and in the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election 3.3. In addition to the Board of Directors at any special meeting of Stockholders unless the business to be transacted at such special meeting, as other applicable requirements set forth in these Bylaws, for such nominations to be properly brought before an annual meeting by any stockholder, the notice of such meeting, includes the election of directors. Nominations by Stockholders shall be made pursuant to stockholder must have given timely notice thereof in writing to the SecretarySecretary of the Corporation. To be timely, a Stockholderstockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received the Secretary at the principal executive office offices of the Corporation not later than the close of business on the 120th 90th day and not sooner nor earlier than the close of business on the 180th day prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting of Stockholders has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, the notice must be received by the Corporation not later than the later of the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or after such anniversary date, or if no annual meeting was held in the preceding year’s , notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day date on which public announcement of the date of such meeting is first made by the Corporation. The first anniversary In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting for which notice of the first annual meeting of Stockholders shall be deemed has already been given to be [May 10], 2009. To be timely, stockholders or a Stockholder’s notice given in the context of a special meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not earlier than the close of business on the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting. For purposes of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date as originally noticed shallhas already been made, for purposes of commence a new time period (or extend any notice contemplated by this paragraph (b), be deemed to be a continuation of the original meeting and no nominations by a Stockholder of persons to be elected directors of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was timely time period) for the meeting on giving of a stockholder’s notice as described above. Any such stockholder’s notice to the date originally noticed. (cSecretary of a nomination(s) Each notice given by a Stockholder as contemplated by paragraph (b) above for director shall set forth the following information, in addition to any other information or matters required by the Certificate of Incorporation: (i) as to each person whom the Stockholder stockholder proposes to nominate for election or re-election reelection as a director, (Aa) the exact name of such personname, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone numberof the person, (Cb) the principal occupation or employment of the person, (c) the class and number of shares (if any) of each class of capital stock of the Corporation that are beneficially owned directly or indirectly by such person the person, and (Dd) all any other information relating to such the person that is required to be disclosed in solicitations of for proxies for election of directors pursuant to Regulation 14A the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination1934, consent to being named in the proxy statement as a nominee amended, and statement of intention to serve as a director if elected); (ii) as to the Stockholder stockholder giving the noticenotice and the beneficial owner, if any, on whose behalf the nomination is made (Aa) his the name and address, as they appear on record address of the Corporation’s books, stockholder and beneficial owner and (B) his principal occupation, business address and telephone number and residence address and telephone number, (Cb) the class and number of shares of capital stock of the Corporation which that are held of record or beneficially owned by him the stockholder and beneficial owner as of the date of the notice (D) including, if such stockholder or beneficial owner is an entity, the dates upon which he acquired ownership of each director, executive, managing member or control person of such entity), and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation owned of record by the stockholder and documentary support such beneficial owner as of the record date for any claims of beneficial ownership; and the meeting, (iiic) a description representation that the stockholder (or a qualified representative of all arrangements the stockholder) intends to appear at the meeting to make such nomination, (d) any agreement, arrangement or understandings understanding with respect to the nomination between the Stockholder giving the notice and each nominee or among such stockholder, beneficial owner or control person and any other person, including, without limitation, any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, (e) any agreement, arrangement or understanding (including, without limitation, any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’ s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the Corporation’s stock, or maintain, increase or decrease the voting power of the stockholder, beneficial owner or control person with respect to securities of the Corporation, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or persons understanding in effect as of the record date for the meeting and (naming f) a representation whether the stockholder or the beneficial owner, if any, will engage in a solicitation with respect to the nomination and, if so, the name of each participant in such solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act) and whether such person intends or persons) pursuant is part of a group which intends to which the nomination or nominations are deliver a proxy statement and/or form of proxy to be made by such Stockholder. At the request holders of shares representing at least 50% of the Board voting power of Directors, the stock entitled to vote generally in the election of directors. The Corporation may require any person nominated proposed nominee to furnish such other information as may reasonably be required by the Board Corporation to determine the eligibility of Directors such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) The foregoing right of a Stockholder to nominate a person for election or reelection to the Board of Directors shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. (e) Nothing in this Section 3.6 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. (f) The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made unless nominated in accordance with the procedures set forth in this Section 3.6 andherein. The officer of the Corporation presiding at an annual meeting shall, if any the facts warrant, determine and declare to the meeting that a nomination is was not made in compliance accordance with this Section 3.6the foregoing procedures, and if he or she should so determine, such officer shall so declare to declare that such the meeting and the defective nomination shall be disregarded.

Nominations. (a) Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.6 3.4 shall be eligible for election as directors of the Corporation. (b) Nominations of persons for election to the Board of Directors at a meeting of Stockholders may be made only (i) by or at the direction of the Board of Directors or (ii) by any Stockholder entitled to vote for the election of directors at the meeting who satisfies the eligibility requirements (if any) set forth in the Certificate of Incorporation and who complies with the notice procedures set forth in this Section 3.6 3.4 and in the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election to the Board of Directors at any special meeting of Stockholders unless the business to be transacted at such special meeting, as set forth in the notice of such meeting, includes the election of directors. Nominations by Stockholders shall be made pursuant to timely notice in writing to the Secretary. To be timely, a Stockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not later less than the close 120 days nor more than 150 days in advance of business on the 120th day and not sooner than the close of business on the 180th day prior to the first anniversary of the date of the preceding Corporation’s proxy statement released to Stockholders in connection with the previous year’s annual meetingmeeting of Stockholders; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting of Stockholders has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, the notice must be received by the Corporation not no earlier than 150 days prior to the date of the meeting and no later than the later of the close of business on the 120th day 120 days prior to the first anniversary of the date of the preceding year’s annual meeting or the 10th day following the day on which public announcement of the date of such meeting is was first made by the Corporation. The first anniversary of the first annual meeting of Stockholders shall be deemed to be [May 10], 2009made. To be timely, a Stockholder’s notice given in the context of a special meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not earlier later than the close of business on the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting. For purposes of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow ▇J▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date as originally noticed shalladjourned, for purposes of any notice contemplated by this paragraph (b), shall be deemed to be a continuation of the original meeting and no nominations by a Stockholder of persons to be elected directors of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was timely for the meeting on the date originally noticed. (c) Each notice given by a Stockholder as contemplated by paragraph (b) above shall set forth the following information, in addition to any other information or matters required by the Certificate of Incorporation: (i) as to each person whom the Stockholder proposes to nominate for election or re-election as a director, (A) the exact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (C) the number of shares (if any) of each class of stock of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that is would be required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii) as to the Stockholder giving the notice, notice (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned by him the Stockholder and by any Stockholder Associated Person, (D) the dates upon which he and any such Stockholder Associated Person acquired such shares of stock and documentary support for any claims of beneficial ownership, (E) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Stockholder or any such Stockholder Associated Person with respect to any share of stock of the Corporation and (F) the information required by clauses (A) and (B) above with respect to any Stockholder Associated Person covered by clauses (C) through (E) above; and (iii) a description of all arrangements or understandings between the Stockholder giving the notice (or any Stockholder Associated Person covered by clause (ii) above) and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such Stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) The foregoing right of a Stockholder to nominate a person for election or reelection to the Board of Directors shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. (e) Nothing in this Section 3.6 3.4 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. (f) The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Section 3.6 3.4 and, if any nomination is not in compliance with this Section 3.63.4, to declare that such defective nomination shall be disregarded.

Nominations. (a) i. Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.6 shall be eligible for election as directors of the Corporation. (b) ii. Nominations of persons for election to the Board of Directors at a meeting of Stockholders may be made only (i) by or at the direction of the Board of Directors or (ii) by any Stockholder entitled to vote for the election of directors at the meeting who satisfies the eligibility requirements (if any) set forth in the Certificate of Incorporation and who complies with the notice procedures set forth in this Section 3.6 and in the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election to the Board of Directors at any special meeting of Stockholders unless the business to be transacted at such special meeting, as set forth in the notice of such meeting, includes the election of directors. Nominations by Stockholders shall be made pursuant to timely notice in writing to the Secretary. To be timely, a Stockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not later than the close of business on the 120th day and not sooner than the close of business on the 180th day prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting of Stockholders has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, the notice must be received by the Corporation not later than the later of the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. The first anniversary of the first annual meeting of Stockholders shall be deemed to be [May 10], 2009. To be timely, a Stockholder’s notice given in the context of a special meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not earlier than the close of business on the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting. For purposes of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date as originally noticed shall, for purposes of any notice contemplated by this paragraph (b), be deemed to be a continuation of the original meeting and no nominations by a Stockholder of persons to be elected directors of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was timely for the meeting on the date originally noticed. (c) iii. Each notice given by a Stockholder as contemplated by paragraph (b) above shall set forth the following information, in addition to any other information or matters required by the Certificate of Incorporation: (i1) as to each person whom the Stockholder proposes to nominate for election or re-election as a director, (A) the exact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (C) the number of shares (if any) of each class of stock of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii2) as to the Stockholder giving the notice, (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned by him and (D) the dates upon which he acquired such shares of stock and documentary support for any claims of beneficial ownership; and (iii3) a description of all arrangements or understandings between the Stockholder giving the notice and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such Stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) iv. The foregoing right of a Stockholder to nominate a person for election or reelection to the Board of Directors shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. (e) v. Nothing in this Section 3.6 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. (f) vi. The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Section 3.6 and, if any nomination is not in compliance with this Section 3.6, to declare that such defective nomination shall be disregarded.

Nominations. (a) Notwithstanding anything in these Bylaws Subject to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.6 shall be eligible for election as directors then-applicable terms of the Corporation. (b) Nominations Stockholders’ Agreement, nominations of persons for election to the Board of Directors of the Corporation at a meeting of Stockholders stockholders of the Corporation may be made only at such meeting (i) by or at the direction of the Board of Directors or Directors, (ii) by any Stockholder committee or persons appointed by the Board of Directors for such purposes or (iii) by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who satisfies is a stockholder of record at the eligibility requirements (if any) set forth time the notice provided for in this Article III, Section 3.3 is delivered to the Certificate Secretary of Incorporation and the Corporation, who complies with the notice procedures set forth in this Article III, Section 3.6 and in the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election 3.3. In addition to the Board of Directors at any special meeting of Stockholders unless the business to be transacted at such special meeting, as other applicable requirements set forth in these Bylaws, for such nominations to be properly brought before an annual meeting by any stockholder, the notice of such meeting, includes the election of directors. Nominations by Stockholders shall be made pursuant to stockholder must have given timely notice thereof in writing to the SecretarySecretary of the Corporation. To be timely, a Stockholderstockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received the Secretary at the principal executive office offices of the Corporation not later than the close of business on the 120th 90th day and not sooner nor earlier than the close of business on the 180th day prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting of Stockholders has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, the notice must be received by the Corporation not later than the later of the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or after such anniversary date, or if no annual meeting was held in the preceding year’s , notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day date on which public announcement of the date of such meeting is first made by the Corporation. The first anniversary In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting for which notice of the first annual meeting of Stockholders shall be deemed has already been given to be [May 10], 2009. To be timely, stockholders or a Stockholder’s notice given in the context of a special meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not earlier than the close of business on the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting. For purposes of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date as originally noticed shallhas already been made, for purposes of commence a new time period (or extend any notice contemplated by this paragraph (b), be deemed to be a continuation of the original meeting and no nominations by a Stockholder of persons to be elected directors of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was timely time period) for the meeting on giving of a stockholder’s notice as described above. Any such stockholder’s notice to the date originally noticed. (cSecretary of a nomination(s) Each notice given by a Stockholder as contemplated by paragraph (b) above for director shall set forth the following information, in addition to any other information or matters required by the Certificate of Incorporation: (i) as to each person whom the Stockholder stockholder proposes to nominate for election or re-election reelection as a director, (Aa) the exact name of such personname, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone numberof the person, (Cb) the principal occupation or employment of the person, (c) the class and number of shares (if any) of each class of capital stock of the Corporation that are beneficially owned directly or indirectly by such person the person, and (Dd) all any other information relating to such the person that is required to be disclosed in solicitations of for proxies for election of directors pursuant to Regulation 14A the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination1934, consent to being named in the proxy statement as a nominee amended, and statement of intention to serve as a director if elected); (ii) as to the Stockholder stockholder giving the noticenotice and the beneficial owner, if any, on whose behalf the nomination is made (Aa) his the name and address, as they appear on record address of the Corporation’s books, stockholder and beneficial owner and (B) his principal occupation, business address and telephone number and residence address and telephone number, (Cb) the class and number of shares of capital stock of the Corporation which that are held of record or beneficially owned by him the stockholder and beneficial owner as of the date of the notice (D) including, if such stockholder or beneficial owner is an entity, the dates upon which he acquired ownership of each director, executive, managing member or control person of such entity), and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation owned of record by the stockholder and documentary support such beneficial owner as of the record date for any claims of beneficial ownership; and the meeting, (iiic) a description representation that the stockholder (or a qualified representative of all arrangements the stockholder) intends to appear at the meeting to make such nomination, (d) any agreement, arrangement or understandings understanding with respect to the nomination between the Stockholder giving the notice and each nominee or among such stockholder, beneficial owner or control person and any other person, including, without limitation, any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, (e) any agreement, arrangement or understanding (including, without limitation, any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the Corporation’s stock, or maintain, increase or decrease the voting power of the stockholder, beneficial owner or control person with respect to securities of the Corporation, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or persons understanding in effect as of the record date for the meeting and (naming f) a representation whether the stockholder or the beneficial owner, if any, will engage in a solicitation with respect to the nomination and, if so, the name of each participant in such solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act) and whether such person intends or persons) pursuant is part of a group which intends to which the nomination or nominations are deliver a proxy statement and/or form of proxy to be made by such Stockholder. At the request holders of shares representing at least 50% of the Board voting power of Directors, the stock entitled to vote generally in the election of directors. The Corporation may require any person nominated proposed nominee to furnish such other information as may reasonably be required by the Board Corporation to determine the eligibility of Directors such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) The foregoing right of a Stockholder to nominate a person for election or reelection to the Board of Directors shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. (e) Nothing in this Section 3.6 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. (f) The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made unless nominated in accordance with the procedures set forth in this Section 3.6 andherein. The officer of the Corporation presiding at an annual meeting shall, if any the facts warrant, determine and declare to the meeting that a nomination is was not made in compliance accordance with this Section 3.6the foregoing procedures, and if he or she should so determine, such officer shall so declare to declare that such the meeting and the defective nomination shall be disregarded.

Nominations. (a) Notwithstanding anything in these Bylaws ‌ 5.1 Prior to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.6 shall be eligible nomination of any candidate for election a position as directors a member of the Corporation. (b) Nominations of persons for election to the Board of Directors at Directors, a meeting member of Stockholders may be made only (i) by the Supervisory Board, Chairman or at the direction Vice- Chairman of the Board of Directors or (ii) by any Stockholder Chairman or Vice-Chairman of the Supervisory Board, the Party that is entitled to vote nominate such candidate in accordance with this Agreement shall notify the other Parties of its proposed nominee. The Slovak Party may object to any nominee proposed by the Investor for one of these positions and the election Investor may object to any nominee proposed by the Slovak Party for one of directors at these positions, if it has serious reasons to believe that the meeting who satisfies proposed candidate is not of good character or does not have sufficient knowledge, expertise or experience to occupy the eligibility requirements (if any) set forth in position for which he or she is nominated. In the Certificate event of Incorporation and who complies with such objection, the notice procedures set forth in this Section 3.6 and in nominating Party shall nominate an alternate candidate unless the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election objection is withdrawn.‌ 5.2 Any objection made under Clause 5.1 shall be notified to the Board of Directors at any special meeting of Stockholders unless the business Party whose nomination is objected to be transacted at such special meeting, as set forth in the notice of such meeting, includes the election of directors. Nominations by Stockholders shall be made pursuant to timely notice in writing to the Secretary. To be timely, a Stockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not later than the close of business on the 120th day and not sooner than the close of business on the 180th day prior to the first anniversary within ten (10) Business Days of the date of the preceding year’s annual meeting; providednotice of proposed nomination. If no objection is raised during such ten (10) Business Day period, howeveror if the Party or Parties having a right to object waive that right in writing, that if then no annual meeting was held in further objection may be raised to the previous year or proposed nomination. 5.3 The provisions of Clauses 5.1 and 5.2 shall apply mutatis mutandis to the date nomination of any candidate for a position as a member of a Subsidiary Board of Directors, a member of a Subsidiary Supervisory Board, a member of the annual meeting of Stockholders has been changed by more than 30 calendar days from the date contemplated at the time Eustream Supervisory Commission, Chairman or Vice-Chairman of the previous year’s proxy statementEustream Supervisory Commission, Chairman or Vice-Chairman of a Subsidiary Board of Directors, Chairman or Vice-Chairman of a Subsidiary Supervisory Board, the notice must be received by the Corporation not later than the later of the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting General Director or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. The first anniversary of the first annual meeting of Stockholders shall be deemed to be [May 10], 2009. To be timely, a Stockholder’s notice given in the context of a special meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not earlier than the close of business on the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting. For purposes of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date as originally noticed shall, for purposes of any notice contemplated by this paragraph (b), be deemed to be a continuation of the original meeting and no nominations by a Stockholder of persons to be elected directors of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was timely for the meeting on the date originally noticedSubsidiary General Director. (c) 5.4 Each notice given by a Stockholder as contemplated by paragraph (b) above Party shall set forth instruct the following information, in addition to any other information or matters required by the Certificate of Incorporation: (i) as to each person whom the Stockholder proposes to nominate for election or re-election as a director, (A) the exact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (C) the number of shares (if any) of each class of stock of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii) as to the Stockholder giving the notice, (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned by him and (D) the dates upon which he acquired such shares of stock and documentary support for any claims of beneficial ownership; and (iii) a description of all arrangements or understandings between the Stockholder giving the notice and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such Stockholder. At the request members of the Board of Directors, any person the members of the Subsidiary Boards of Directors, the members of the Eustream Supervisory Commission and the members of the Nafta Supervisory Board nominated by it, of the nomination rights and undertakings of the Parties under this Agreement to be complied with in connection with the appointment and recall of the General Director, the Subsidiary General Directors, Chairman and Vice-Chairman of the Board of Directors for election as a director shall furnish to the Secretary Directors, members of the Corporation that information required to be set forth in a Stockholder’s notice Subsidiary Boards of nomination which pertains to Directors, Chairman and Vice-Chairman of the nomineeSubsidiary Boards of Directors, members of the Subsidiary Supervisory Boards, Chairman and Vice-Chairman of the Subsidiary Supervisory Boards, members of the Eustream Supervisory Commission, Chairman and Vice-Chairman of the Eustream Supervisory Commission and members of the boards of directors and the supervisory boards (or equivalent bodies) of the Material Subsidiaries. (d) The foregoing right 5.5 No nominee of a Stockholder Party shall be recalled unless a proposal thereof was submitted by the Party which is entitled to nominate a person for election or reelection to the Board of Directors shall be subject to and recall such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. (e) Nothing in this Section 3.6 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. (f) The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made nominee in accordance with this Agreement. 5.6 The Parties shall procure that: (a) no person responsible for the procedures set forth management of the distribution network shall engage, whether directly or indirectly, in this Section 3.6 andthe management of the production, if transmission and supply of natural gas either for the Company or for any nomination is not in compliance Company’s Subsidiary; (b) any person responsible for the management of the transmission network shall comply with this Section 3.6, to declare that such defective nomination shall be disregardedthe Independency Requirements.

Nominations. (a) Notwithstanding anything in these Bylaws Other than with respect to the contrarySeries A Directors, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.6 shall be eligible for election as directors of the Corporation. (b) Nominations nominations of persons for election to the Board of Directors of the Corporation at a meeting of Stockholders stockholders of the Corporation may be made only (i) at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or (ii) by any Stockholder stockholder of the Corporation entitled to vote for the election of directors at the meeting who satisfies the eligibility requirements (if any) set forth in the Certificate of Incorporation and who complies with the notice procedures set forth in this Section 3.6 and in the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election to the Board of Directors at 3.3. Such nominations by any special meeting of Stockholders unless the business to be transacted at such special meeting, as set forth in the notice of such meeting, includes the election of directors. Nominations by Stockholders stockholder shall be made pursuant to timely notice in writing to the SecretarySecretary of the Corporation. To be timely, a Stockholderstockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the 120th day and not sooner than the close of business on the 180th day prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting of Stockholders has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, the notice must be received by the Corporation not later than the later of the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting or the 10th tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. The first anniversary of the first annual meeting of Stockholders shall be deemed to be [May 10], 2009. To be timely, a Stockholder’s notice given in the context of a special meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not earlier than the close of business on the 10th day following the day on which public announcement is first made of the date of the special meeting and of was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the nominees proposed by the Board of Directors to be elected at such special meeting. For purposes of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date as originally noticed shall, for purposes of any notice contemplated by this paragraph (b), be deemed to be a continuation of the original meeting and no nominations by a Stockholder of persons to be elected directors of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was timely for the meeting on the date originally noticed. (c) Each notice given by a Stockholder as contemplated by paragraph (b) above Secretary shall set forth the following information, in addition to any other information or matters required by the Certificate of Incorporation: (i) as to each person whom the Stockholder stockholder proposes to nominate for election or re-election reelection as a director, (Aa) the exact name of such personname, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone numberof the person, (Cb) the principal occupation or employment of the person, (c) the class and number of shares (if any) of each class of capital stock of the Corporation which are beneficially owned directly or indirectly by such the person and (Dd) all any other information relating to such the person that is required to be disclosed in solicitations of for proxies for election of directors pursuant to Regulation 14A the rules and regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination1934, consent to being named in the proxy statement as a nominee amended and statement of intention to serve as a director if elected); (ii) as to the Stockholder stockholder giving the notice, notice (Aa) his the name and address, as they appear on record address of the Corporation’s books, stockholder and (B) his principal occupation, business address and telephone number and residence address and telephone number, (Cb) the class and number of shares of capital stock of the Corporation which are held of record or beneficially owned by him and (D) the dates upon which he acquired stockholder. The Corporation may require any proposed nominee to furnish such shares other information as may reasonably be required by the Corporation to determine the eligibility of stock and documentary support for any claims of beneficial ownership; and (iii) such proposed nominee to serve as a description of all arrangements or understandings between the Stockholder giving the notice and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such Stockholder. At the request director of the Board of Directors, any Corporation. No person nominated by the Board of Directors shall be eligible for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) The foregoing right of a Stockholder to nominate a person for election or reelection to the Board of Directors shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. (e) Nothing in this Section 3.6 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. (f) The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made unless nominated in accordance with the procedures set forth herein or in this Section 3.6 andthe Certificate of Designation. Other than with respect to the Series A Directors, the officer of the Corporation presiding at an annual meeting shall, if any the facts warrant, determine and declare to the meeting that a nomination is was not made in compliance accordance with this Section 3.6the foregoing procedure, and if he or she should so determine, he or she shall so declare to declare that such the meeting and the defective nomination shall be disregarded.

Nominations. (a) Notwithstanding anything in these Bylaws Nominations of persons for election to the contrary, only persons Board of Directors of the Corporation may be made at a meeting of shareholders of the Corporation either by or at the direction of the Board of Directors or by any shareholder of record entitled to vote in the election of directors at such meeting who are nominated in accordance has complied with the notice procedures hereinafter set forth in this Section 3.6 shall be eligible for election as directors of the Corporation. (b) Nominations of persons 3. A shareholder who desires to nominate a person for election to the Board of Directors at a meeting of Stockholders may be made only (i) by or at the direction shareholders of the Board of Directors or (ii) by any Stockholder entitled to vote for the election of directors at the meeting who satisfies the eligibility requirements (if any) set forth in the Certificate of Incorporation Corporation and who complies with is eligible to make such nomination must give timely written notice of the notice procedures set forth in this Section 3.6 and in the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election proposed nomination to the Board Secretary of Directors at any special meeting of Stockholders unless the business to be transacted at such special meeting, as set forth in the notice of such meeting, includes the election of directors. Nominations by Stockholders shall be made pursuant to timely notice in writing to the SecretaryCorporation. To be timely, a Stockholdershareholder’s notice given in the context of an annual meeting of Stockholders shall pursuant to this Section 3 must be delivered to or mailed and received at the principal executive office of the Corporation not less than ninety (90) calendar days in advance of the date which is one year later than the close of business on the 120th day and not sooner than the close of business on the 180th day prior to the first anniversary of the date of the preceding proxy statement of the Corporation released to the shareholders of the Corporation in connection with the previous year’s annual meetingmeeting of shareholders of the Corporation; provided, however, that if no annual meeting of shareholders of the Corporation was held in the previous year or if the date of the forthcoming annual meeting of Stockholders shareholders has been changed by more than 30 thirty (30) calendar days from the date contemplated at the time of the previous year’s proxy statementstatement or if the forthcoming meeting is not an annual meeting of shareholders of the Corporation, the then to be timely such shareholder’s notice must be so received by the Corporation not later than the later of the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. The first anniversary of the first annual meeting of Stockholders shall be deemed to be [May 10], 2009. To be timely, a Stockholder’s notice given in the context of a special meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not earlier than the close of business on the 10th tenth (10th) day following the earlier of (a) the day on which notice of the date of the forthcoming meeting was mailed or given to shareholders by or on behalf of the Corporation or (b) the day on which public announcement is first made disclosure of the date of the special forthcoming meeting and was made by or on behalf of the nominees proposed by Corporation. Such shareholder’s notice to the Board of Directors to be elected at such special meeting. For purposes of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date as originally noticed shall, for purposes of any notice contemplated by this paragraph (b), be deemed to be a continuation of the original meeting and no nominations by a Stockholder of persons to be elected directors Secretary of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was timely for the meeting on the date originally noticed. (c) Each notice given by a Stockholder as contemplated by paragraph (b) above shall set forth the following information, in addition to any other information or matters required by the Certificate of Incorporation: (ia) as to each person whom the Stockholder shareholder proposes to nominate for election or re-election as a director, director (Ai) the exact name name, age, business address and residence address of such person, (Bii) the principal occupation or employment of such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (Ciii) the class and number of shares (if any) of each class of capital stock of the Corporation which are then beneficially owned directly or indirectly by such person and person, (Div) all any other information relating to such person that is required by law or regulation to be disclosed in solicitations of proxies for the election of directors pursuant to Regulation 14A under of the Exchange Act or any successor regulation thereto Corporation and (including v) such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee for election as a director and statement of intention to serve as a director if elected); elected and (iib) as to the Stockholder shareholder giving the notice, (Ai) his the name and address, as they appear on in the stock records of the Corporation’s books, of such shareholder, (B) his principal occupation, business address and telephone number and residence address and telephone number, (Cii) the class and number of shares of capital stock of the Corporation which are held of record or then beneficially owned by him and (D) the dates upon which he acquired such shares of stock and documentary support for any claims of beneficial ownership; and shareholder, (iii) a description of all arrangements or understandings between the Stockholder giving the notice such shareholder and each nominee for election as a director and any other person or persons (naming such person or persons) pursuant relating to which the nomination or nominations are proposed to be made by such Stockholdershareholder, and (iv) any other information required by law or regulation to be provided by a shareholder intending to nominate a person for election as a director of the Corporation. At the request of the Board of Directors, any person nominated by or at the direction of the Board of Directors for election as a director of the Corporation shall furnish to the Secretary of the Corporation that the information concerning such nominee which is required to be set forth in a Stockholdershareholder’s notice of nomination which pertains to the nominee. (d) The foregoing right of a Stockholder to nominate a proposed nomination. No person shall be eligible for election or reelection to the Board of Directors shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. (e) Nothing in this Section 3.6 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 a director of the Exchange Act. (f) The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made Corporation unless nominated in accordance compliance with the procedures set forth in this Section 3.6 and, if 3. The chair of a meeting of shareholders of the Corporation shall refuse to accept the nomination of any nomination is person not made in compliance with the procedures set forth in this Section 3.63, to declare that and such defective nomination shall be disregarded.

Nominations. (a) Notwithstanding anything in these Bylaws Nominations of persons for election to the contrary, only persons Board of Directors of the Corporation may be made at a meeting of shareholders of the Corporation either by or at the direction of the Board of Directors or by any shareholder of record entitled to vote in the election of directors at such meeting who are nominated in accordance has complied with the notice procedures hereinafter set forth in this Section 3.6 shall be eligible for election as directors of the Corporation. (b) Nominations of persons 3. A shareholder who desires to nominate a person for election to the Board of Directors at a meeting of Stockholders may be made only (i) by or at the direction shareholders of the Board of Directors or (ii) by any Stockholder entitled to vote for the election of directors at the meeting who satisfies the eligibility requirements (if any) set forth in the Certificate of Incorporation Corporation and who complies with is eligible to make such nomination must give timely written notice of the notice procedures set forth in this Section 3.6 and in the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election proposed nomination to the Board Secretary of Directors at any special meeting of Stockholders unless the business to be transacted at such special meeting, as set forth in the notice of such meeting, includes the election of directors. Nominations by Stockholders shall be made pursuant to timely notice in writing to the SecretaryCorporation. To be timely, a Stockholder’s shareholder's notice given in the context of an annual meeting of Stockholders shall pursuant to this Section 3 must be delivered to or mailed and received at the principal executive office of the Corporation not less than ninety (90) calendar days in advance of the date which is one year later than the close of business on the 120th day and not sooner than the close of business on the 180th day prior to the first anniversary of the date of the preceding proxy statement of the Corporation released to the shareholders of the Corporation in connection with the previous year’s 's annual meetingmeeting of shareholders of the Corporation; provided, however, that if no annual meeting of shareholders of the Corporation was held in the previous year or if the date of the forthcoming annual meeting of Stockholders shareholders has been changed by more than 30 thirty (30) calendar days from the date contemplated at the time of the previous year’s 's proxy statementstatement or if the forthcoming meeting is not an annual meeting of shareholders of the Corporation, the then to be timely such shareholder's notice must be so received by the Corporation not later than the later of the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. The first anniversary of the first annual meeting of Stockholders shall be deemed to be [May 10], 2009. To be timely, a Stockholder’s notice given in the context of a special meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not earlier than the close of business on the 10th tenth (10th) day following the earlier of (a) the day on which notice of the date of the forthcoming meeting was mailed or given to shareholders by or on behalf of the Corporation or (b) the day on which public announcement is first made disclosure of the date of the special forthcoming meeting and was made by or on behalf of the nominees proposed by Corporation. Such shareholder's notice to the Board of Directors to be elected at such special meeting. For purposes of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow ▇▇▇▇▇ News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date as originally noticed shall, for purposes of any notice contemplated by this paragraph (b), be deemed to be a continuation of the original meeting and no nominations by a Stockholder of persons to be elected directors Secretary of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was timely for the meeting on the date originally noticed. (c) Each notice given by a Stockholder as contemplated by paragraph (b) above shall set forth the following information, in addition to any other information or matters required by the Certificate of Incorporation: (ia) as to each person whom the Stockholder shareholder proposes to nominate for election or re-election as a director, director (Ai) the exact name name, age, business address and residence address of such person, (Bii) the principal occupation or employment of such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (Ciii) the class and number of shares (if any) of each class of capital stock of the Corporation which are then beneficially owned directly or indirectly by such person and person, (Div) all any other information relating to such person that is required by law or regulation to be disclosed in solicitations of proxies for the election of directors pursuant to Regulation 14A under of the Exchange Act or any successor regulation thereto Corporation and (including v) such person’s notarized 's written acceptance of such nomination, consent to being named in the proxy statement as a nominee for election as a director and statement of intention to serve as a director if elected); elected and (iib) as to the Stockholder shareholder giving the notice, (Ai) his the name and address, as they appear on in the stock records of the Corporation’s books, of such shareholder, (B) his principal occupation, business address and telephone number and residence address and telephone number, (Cii) the class and number of shares of capital stock of the Corporation which are held of record or then beneficially owned by him and (D) the dates upon which he acquired such shares of stock and documentary support for any claims of beneficial ownership; and shareholder, (iii) a description of all arrangements or understandings between the Stockholder giving the notice such shareholder and each nominee for election as a director and any other person or persons (naming such person or persons) pursuant relating to which the nomination or nominations are proposed to be made by such Stockholdershareholder, and (iv) any other information required by law or regulation to be provided by a shareholder intending to nominate a person for election as a director of the Corporation. At the request of the Board of Directors, any person nominated by or at the direction of the Board of Directors for election as a director of the Corporation shall furnish to the Secretary of the Corporation that the information concerning such nominee which is required to be set forth in a Stockholder’s shareholder's notice of nomination which pertains to the nominee. (d) The foregoing right of a Stockholder to nominate a proposed nomination. No person shall be eligible for election or reelection to the Board of Directors shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. (e) Nothing in this Section 3.6 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 a director of the Exchange Act. (f) The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made Corporation unless nominated in accordance compliance with the procedures set forth in this Section 3.6 and, if 3. The chair of a meeting of shareholders of the Corporation shall refuse to accept the nomination of any nomination is person not made in compliance with the procedures set forth in this Section 3.63, to declare that and such defective nomination shall be disregarded.