<SEC-DOCUMENT>0001206774-16-007192.txt : 20160915
<SEC-HEADER>0001206774-16-007192.hdr.sgml : 20160915
<ACCEPTANCE-DATETIME>20160915164018
ACCESSION NUMBER:		0001206774-16-007192
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20160913
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20160915
DATE AS OF CHANGE:		20160915

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CLOROX CO /DE/
		CENTRAL INDEX KEY:			0000021076
		STANDARD INDUSTRIAL CLASSIFICATION:	SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842]
		IRS NUMBER:				310595760
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07151
		FILM NUMBER:		161887549

	BUSINESS ADDRESS:	
		STREET 1:		THE CLOROX COMPANY
		STREET 2:		1221 BROADWAY
		CITY:			OAKLAND
		STATE:			CA
		ZIP:			94612-1888
		BUSINESS PHONE:		5102717000

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 24305
		CITY:			OAKLAND
		STATE:			CA
		ZIP:			94612-1305
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>clorox3118954-8k.htm
<DESCRIPTION>CURRENT REPORT
<TEXT>

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<P align=center><B><FONT face="Times New Roman" size=5>UNITED STATES
<BR></FONT></B><B><FONT face="Times New Roman" size=5>SECURITIES AND EXCHANGE
COMMISSION <BR></FONT></B><B><FONT face="Times New Roman" size=2>Washington,
D.C. 20549</FONT></B><FONT face="Times New Roman">
<BR>_________________</FONT></P>
<P align=center><B><FONT face="Times New Roman" size=5>FORM 8-K</FONT></B><FONT face="Times New Roman" size=5> </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>CURRENT REPORT </FONT><BR>
<FONT face="Times New Roman" size=2>Pursuant to Section 13 OR
15(d) of the Securities Exchange Act of 1934 </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>Date of Report (Date of
earliest event reported): September 13, 2016</FONT><B><FONT face="Times New Roman">
</FONT></B></P>
<P align=center><FONT face="Times New Roman" size=5>THE CLOROX
COMPANY<BR></FONT><FONT face="Times New Roman" size=2>(Exact name of registrant
as specified in its charter) <BR><FONT size=3 face="Times New Roman">_________________</FONT></FONT></P>
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    <TD noWrap style="text-align: center" width="33%"><FONT face="Times New Roman">Delaware</FONT></TD>
    <TD noWrap style="text-align: center" width="33%"><FONT face="Times New Roman">1-07151</FONT></TD>
    <TD noWrap style="text-align: center" width="33%"><FONT face="Times New Roman">31-0595760</FONT></TD></TR>
  <TR vAlign=bottom>
    <TD noWrap style="text-align: center" width="33%"><FONT face="Times New Roman" size=2>(State or other jurisdiction of</FONT></TD>
    <TD noWrap style="text-align: center" width="33%"><FONT face="Times New Roman" size=2>(Commission File Number)</FONT></TD>
    <TD noWrap style="text-align: center" width="33%"><FONT face="Times New Roman" size=2>(I.R.S. Employer</FONT></TD></TR>
  <TR vAlign=bottom>
    <TD noWrap style="text-align: center" width="33%"><FONT face="Times New Roman" size=2>incorporation)</FONT></TD>
    <TD noWrap align=left width="33%"></TD>
    <TD noWrap style="text-align: center" width="33%"><FONT face="Times New Roman" size=2>Identification No.)</FONT></TD></TR></TABLE><BR>
<P align=center><B><FONT face="Times New Roman" size=2>1221 Broadway, Oakland,
California</FONT></B><B><FONT face="Times New Roman"> </FONT></B><B><FONT face="Times New Roman" size=2>94612-1888 <BR></FONT></B><FONT face="Times New Roman" size=2>(Address of principal executive offices) (Zip
code) </FONT></P>
<P align=center><B><FONT face="Times New Roman" size=2>(510) 271-7000
<BR></FONT></B><FONT face="Times New Roman" size=2>(Registrant's telephone
number, including area code) </FONT></P>
<P align=center><B><FONT face="Times New Roman" size=2>Not applicable
<BR></FONT></B><FONT face="Times New Roman" size=2>(Former name or former
address, if changed since last report) </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions: </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>[&nbsp;&nbsp;&nbsp; ] Written
communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)
</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>[&nbsp;&nbsp;&nbsp; ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>[&nbsp;&nbsp;&nbsp; ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>[&nbsp;&nbsp;&nbsp; ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))</FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
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  <TR vAlign=bottom>
    <TD vAlign=top noWrap align=left width="1%"><B><FONT face="Times New Roman" size=2>Item
      5.02</FONT></B></TD>
    <TD vAlign=top noWrap align=left width="1%"><STRONG><FONT size=2 face="Times New Roman">&nbsp;</FONT></STRONG></TD>
    <TD vAlign=top align=left width="98%"><FONT face="Times New Roman" size=2><B>Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.</B></FONT></TD></TR></TABLE><BR>
<p align=left><FONT size=2 face="Times New Roman">On September 13, 2016, the Board of Directors (the &ldquo;Board&rdquo;)
of The Clorox Company (the &ldquo;Company&rdquo;) elected Amy Banse to the Board, effective September 15, 2016. The committees
of the Board on which Ms. Banse will serve have not yet been determined. Ms. Banse will be provided with the Company&rsquo;s standard
non-employee director compensation and director indemnification agreement.</font></P>


<p align=left><FONT size=2 face="Times New Roman">A press release announcing the election of Ms. Banse is filed as
Exhibit 99.1 and is incorporated in its entirety.</font></P>


<p align=left><FONT size=2 face="Times New Roman"><B>Item&nbsp;5.03&#9;Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal &#9;Year</B></font></P>


<p align=left><FONT size=2 face="Times New Roman">The Board amended and restated the Company&rsquo;s Bylaws, effective
September 13, 2016, to grant stockholders the right to call a special meeting of stockholders. In adopting this provision, the
Board carefully considered the Company&rsquo;s stockholder base and input received from investors during extensive stockholder
engagement. Prior to the adoption of this provision, a special meeting of the stockholders could only be called pursuant to a resolution
approved by a majority of the Board.</font></P>


<p align=left><FONT size=2 face="Times New Roman">Article I, Section 2 of the Bylaws has been amended to permit one
or more stockholders who own at least 25% of the Company&rsquo;s common stock to call a special meeting of stockholders, subject
to the terms and conditions set forth in the Bylaws.</font></P>

<p align=left><FONT size=2 face="Times New Roman">Article I, Section 10 and Article I, Section 10A of the
Bylaws have been amended, respectively, to make minor updates and clarifications to the requirements for advance notice for annual
and special meetings of stockholders, and for proxy access.</font></P>

<p align=left><FONT size=2 face="Times New Roman">In support of the responsibilities and authority of the
lead independent director, Article II, Section 4 of the amended and restated Bylaws also adds the right for the lead independent
director to call special meetings of the Board.</font></P>

<p align=left><FONT size=2 face="Times New Roman">The amended and restated Bylaws include other minor and
conforming updates.</font></P>

<p align=left><FONT size=2 face="Times New Roman">This description of the amendments to the Bylaws is qualified
in its entirety by reference to the text of the Bylaws filed as Exhibit 3.2 to this Report.</font></P>

<P align=left><B><FONT face="Times New Roman" size=2>Item 9.01 Financial
Statements and Exhibits</FONT></B></P>
<P align=left><B><FONT face="Times New Roman" size=2>(d) Exhibits
</FONT></B></P>
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    <TD noWrap align=left width="1%"><B><FONT face="Times New Roman" size=2>Exhibit</FONT></B></TD>
    <TD noWrap align=left width="1%"><FONT size=2 face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT></TD>
    <TD noWrap align=left width="98%"><B><FONT face="Times New Roman" size=2>Description</FONT></B></TD></TR>
  <TR vAlign=bottom>
    <TD noWrap align=left width="1%"><FONT face="Times New Roman" size=2>3.2</FONT></TD>
    <TD noWrap align=left width="1%"></TD>
    <TD noWrap align=left width="98%"><FONT face="Times New Roman" size=2>Amended and Restated Bylaws of The Clorox Company</FONT></TD></TR>
  <TR vAlign=bottom>
    <TD noWrap align=left width="1%"><FONT face="Times New Roman" size=2>99.1</FONT></TD>
    <TD noWrap align=left width="1%"></TD>
    <TD noWrap align=left width="98%"><FONT face="Times New Roman" size=2>Press Release
      dated September 15, 2016, of The Clorox Company</FONT></TD></TR></TABLE><BR>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=center><B><FONT face="Times New Roman" size=2>SIGNATURES
</FONT></B></P>
<P ALIGN="LEFT" STYLE="text-indent: 15pt"><FONT face="Times New Roman" size=2>Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
</FONT></P>
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    <TD noWrap align=left width="1%"></TD>
    <TD noWrap align=left width="49%" colSpan=2>
      <P align=left><FONT face="Times New Roman" size=2>THE CLOROX
      COMPANY</FONT></P></TD></TR>
  <TR>
    <TD noWrap align=left width="50%"></TD>
    <TD noWrap align=left width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </TD>
    <TD noWrap align=left width="1%"></TD>
    <TD noWrap align=left width="48%">&nbsp;</TD></TR>
  <TR vAlign=bottom>
    <TD noWrap align=left width="50%"><FONT face="Times New Roman" size=2>Date: September 15, 2016 </FONT></TD>
    <TD noWrap align=left width="1%">&nbsp;</TD>
    <TD noWrap align=left width="1%"><FONT face="Times New Roman" size=2>By:&nbsp;&nbsp;</FONT></TD>
    <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="48%"><FONT face="Times New Roman" size=2>/s/ Laura
  Stein</FONT></TD></TR>
  <TR vAlign=bottom style="line-height: normal">
    <TD noWrap align=left width="50%"></TD>
    <TD noWrap align=left width="1%"></TD>
    <TD noWrap align=left width="1%"></TD>
    <TD noWrap align=left width="48%"><FONT face="Times New Roman" size=2>Executive Vice President &#150; General Counsel</FONT></TD></TR>
  <TR vAlign=bottom style="line-height: normal">
    <TD noWrap align=left width="50%"></TD>
    <TD noWrap align=left width="1%"></TD>
    <TD noWrap align=left width="1%"></TD>
    <TD noWrap align=left width="48%"><FONT face="Times New Roman" size=2>and
      Corporate Affairs</FONT></TD></TR></TABLE><BR>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=center><B><FONT face="Times New Roman" size=2>THE CLOROX
COMPANY</FONT></B><FONT face="Times New Roman" size=2> </FONT></P>
<P align=center><B><FONT face="Times New Roman" size=2>FORM 8-K </FONT></B><FONT face="Times New Roman" size=2></FONT></P>
<P align=center><B><FONT face="Times New Roman" size=2>INDEX TO EXHIBITS
</FONT></B><FONT face="Times New Roman" size=2></FONT></P>
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  <TR vAlign=bottom>
    <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="1%"><B><FONT face="Times New Roman" size=2>Exhibit</FONT></B></TD>
    <TD noWrap align=left width="1%"><FONT face="Times New Roman" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT></TD>
    <TD style="BORDER-BOTTOM: #000000 1pt solid" noWrap align=left width="2%"><B><FONT face="Times New Roman" size=2>Description</FONT></B></TD>
    <TD noWrap align=left width="96%">&nbsp;</TD></TR>
  <TR vAlign=bottom>
    <TD noWrap align=left width="1%" bgColor=#c0c0c0><FONT face="Times New Roman" size=2>3.2</FONT></TD>
    <TD noWrap align=left width="1%" bgColor=#c0c0c0></TD>
    <TD noWrap align=left width="98%" bgColor=#c0c0c0 colSpan=2><FONT face="Times New Roman" size=2>Amended and Restated Bylaws of The Clorox
      Company</FONT></TD></TR>
  <TR vAlign=bottom>
    <TD noWrap align=left width="1%"><FONT face="Times New Roman" size=2>99.1</FONT></TD>
    <TD noWrap align=left width="1%"></TD>
    <TD noWrap align=left width="98%" colSpan=2><FONT face="Times New Roman" size=2>Press Release dated September 15, 2016, of The Clorox
    Company</FONT></TD></TR></TABLE><BR>
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<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>clorox3118954-ex32.htm
<DESCRIPTION>AMENDED AND RESTATED BYLAWS OF THE CLOROX COMPANY
<TEXT>

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<P align=center><B><FONT face="Times New Roman" size=2>THE CLOROX
COMPANY<BR>AMENDED AND RESTATED BYLAWS<BR></FONT></B><B><FONT face="Times New Roman" size=2>(as of September 13, 2016) </FONT></B></P>
<P align=center><FONT face="Times New Roman" size=2>ARTICLE I<BR></FONT><B><FONT face="Times New Roman" size=2>STOCKHOLDERS </FONT></B></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 1. </FONT><FONT face="Times New Roman" size=2></FONT><FONT face="Times New Roman" size=2>Annual Meeting. </FONT></P>
<P ALIGN="LEFT" STYLE="text-indent: 15pt"><FONT face="Times New Roman" size=2>An annual meeting of the
stockholders, for the election of directors to succeed those whose terms expire
and for the transaction of such other business as may properly come before the
meeting, shall be held at such place, if any, on such date, and at such time as
the Board of Directors shall each year fix, which date shall be within thirteen
(13) months of the last annual meeting of stockholders. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 2. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Special Meetings</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(a) Except as otherwise
required by law or as otherwise provided for or fixed pursuant to the
Certificate of Incorporation of the corporation, and subject to the rights of
the holders of any series of preferred stock then outstanding, special meetings
of the stockholders, for any purpose or purposes prescribed in the notice of the
meeting: (i) may be called by the Board of Directors, (ii) may be called by the
Chairman of the Board and (iii) shall be called by the Chairman of the Board or
the Secretary of the corporation upon the written request or requests of one or
more persons that: (x) &#147;own&#148; (for the purposes of this Section 2, as defined in
subsection (a) of Article I, Section 10A of these Bylaws) shares representing at
least twenty-five percent (25%) of the Voting Stock (for the purposes of this
Section 2, as defined in Article I, Section 10A of these Bylaws) entitled to
vote on the matter or matters to be brought before the proposed special meeting
(the &#147;requisite percent&#148;) as of the record date fixed in accordance with these
Bylaws to determine who may deliver a written request to call the special
meeting, and (y) comply with the notice procedures set forth in this Section 2
with respect to any matter that is a proper subject for the meeting pursuant to
subsection (e) of this Section 2. Except as otherwise required by law, and
except as otherwise provided for or fixed pursuant to the Certificate of
Incorporation, special meetings of the stockholders of the corporation may not
be called by any other person or persons, and only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting by or at the direction of the Board of Directors. The Board of
Directors may postpone or reschedule any previously scheduled special
meeting.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(b) Any stockholder seeking to
request a special meeting shall first request that the Board of Directors fix a
record date to determine the stockholders entitled to request a special meeting
(the &#147;</FONT><U><FONT face="Times New Roman" size=2>ownership record
date</FONT></U><FONT face="Times New Roman" size=2>&#148;) by delivering notice in
writing to the Secretary of the corporation at the principal executive offices
of the corporation (the &#147;</FONT><U><FONT face="Times New Roman" size=2>record
date request notice</FONT></U><FONT face="Times New Roman" size=2>&#148;). A
stockholder&#146;s record date request notice shall contain information about the
number of shares of Voting Stock which are owned of record and beneficially by
the stockholder and state the business proposed to be acted on at the meeting
(including the identity of nominees for election as director, if any). Upon
receiving a record date request notice, the Board of Directors may set an
ownership record date. Notwithstanding any other provision of these Bylaws, the
ownership record date shall not precede the date upon which the resolution
fixing the ownership record date is adopted by the Board of Directors, and shall not be more than ten (10) days after the
close of business on the date upon which the resolution fixing the ownership
record date is adopted by the Board of Directors. If the Board of Directors,
within ten (10) days after the date upon which a valid record date request
notice is received by the Secretary of the corporation, does not adopt a
resolution fixing the ownership record date, the ownership record date shall be
the close of business on the tenth (10<SUP>th</SUP>) day after the date upon
which a valid record date request notice is received by the Secretary (or, if
such tenth (10<SUP>th</SUP>) day is not a business day, the first business day
thereafter). </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-1- </FONT></P>
<HR align=center width="100%" noShade size="2">

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>(c) In order for a
stockholder-requested special meeting to be called pursuant to subsection
(a)(iii) of this Section 2, one or more written requests for a special meeting
signed by the stockholders (or their duly authorized agents) who own or who are
acting on behalf of persons who own, as of the ownership record date, at least
the requisite percent (the &#147;</FONT><U><FONT face="Times New Roman" size=2>special meeting request</FONT></U><FONT face="Times New Roman" size=2>&#148;),
must be delivered to the Secretary. A special meeting request shall: (i) state
the business (including the identity of nominees for election as director, if
any) proposed to be acted on at the meeting; (ii) bear the date of the signature
of each stockholder (or duly authorized agent) submitting the special meeting
request; (iii) set forth the name and address of each stockholder submitting the
special meeting request, as they appear on the corporation&#146;s books; (iv) contain
the information required by Article I, Section 10 of these Bylaws below with
respect to any director nominations or other business proposed to be presented
at the special meeting, and as to each stockholder requesting the meeting and
each other person (including any beneficial owner) on whose behalf the
stockholder is acting, other than stockholders or beneficial owners who (x) have
provided such request solely in response to any form of public solicitation for
such requests and (y) are not affiliates or associates of, or acting in concert
with, the stockholder filing such solicitation statement; (v) include
documentary evidence that the requesting stockholders own the requisite percent
as of the ownership record date; provided, however, that if the requesting
stockholders are not the beneficial owners of the Voting Stock representing the
requisite percent, then to be valid, the special meeting request must also
include documentary evidence of the number of shares of Voting Stock owned by
the beneficial owners on whose behalf the special meeting request is made as of
the ownership record date; and (vi) be delivered to the Secretary at the
principal executive offices of the corporation, by hand or by certified or
registered mail, return receipt requested, within sixty (60) days after the
ownership record date. The special meeting request shall be updated and
supplemented, if necessary, so that the information provided or required to be
provided in such request shall be true and correct as of the record date for the
stockholder requested-special meeting, and as of the date that is ten (10)
business days prior to such meeting or the date of any adjournment or
postponement thereof, and such update and supplement shall be delivered to the
Secretary at the principal executive offices of the corporation not later than
five (5) business days after the record date for such meeting, in the case of
the update and supplement required to be made as of the record date, and not
later than eight (8) business days prior to the date for the meeting or any
adjournment or postponement thereof in the case of the update and supplement
required to be made as of ten (10) business days prior to the meeting or any
adjournment or postponement thereof. Notwithstanding the foregoing or any other
provision of these Bylaws, if the record date for determining the stockholders
entitled to vote at the meeting is different from the record date for
determining the stockholders entitled to notice of the meeting, the special
meeting request shall be updated and supplemented: (a) within the time frames
set forth in the preceding sentence; or (b) by 8 a.m. local time at the
principal executive offices of the corporation on the date of the meeting or of
any adjournment or postponement thereof,
whichever is earlier, and in either case, the information when provided to the
corporation shall be current as of the record date for determining the
stockholders entitled to vote at the meeting. In addition, a requesting
stockholder and each other person (including any beneficial owner) on whose
behalf the stockholder is acting, shall provide such other information as the
corporation may reasonably request within ten (10) business days of such a
request.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-2- </FONT></P>
<HR align=center width="100%" noShade size="2">

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>(d) After receiving a special
meeting request, the Board of Directors shall determine in good faith whether
the stockholders requesting the special meeting have satisfied the requirements
for calling a special meeting of stockholders, and the corporation shall notify
the requesting stockholder of the Board&#146;s determination about whether the
special meeting request is valid. The date, time and place of the special
meeting shall be fixed by the Board of Directors, and the date of the special
meeting shall not be more than ninety (90) days after the date on which the
Board of Directors fixes the date of the special meeting. The record date for
the special meeting shall be fixed by the Board of Directors as set forth in
Article V, Section 3 of these Bylaws.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(e) A special meeting request
shall not be valid, and the corporation shall not call a special meeting if: (i)
the special meeting request relates to an item of business that is not a proper
subject for stockholder action under, or that involves a violation of,
applicable law; (ii) an item of business that is the same or substantially
similar (as determined in good faith by the Board of Directors) was presented at
a meeting of stockholders occurring within ninety (90) days preceding the
earliest date of signature on the special meeting request; (iii) the special
meeting request is delivered during the period commencing ninety (90) days prior
to the first anniversary of the preceding year&#146;s annual meeting and ending on
the date of the next annual meeting of stockholders;</FONT><B><FONT face="Times New Roman" size=2> </FONT></B><FONT face="Times New Roman" size=2>or
(iv) the special meeting request does not comply with the requirements of this
Section 2.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(f) Any stockholder who
submitted a special meeting request may revoke its written request by written
revocation delivered to the Secretary of the corporation at the principal
executive offices of the corporation at any time prior to the
stockholder-requested special meeting. A special meeting request shall be deemed
revoked (and any meeting scheduled in response may be cancelled) if the
stockholders submitting the special meeting request, and any beneficial owners
on whose behalf they are acting (as applicable), do not continue to own at least
the requisite percent at all times between the date the record date request
notice is received by the corporation and the date of the applicable
stockholder-requested special meeting, and the requesting stockholder shall
promptly notify the Secretary of the corporation of any decrease in ownership of
shares of Voting Stock of the corporation that results in such a revocation. If,
as a result of any revocations, there are no longer valid unrevoked written
requests from the requisite percent, the Board of Directors shall have the
discretion to determine whether or not to proceed with the special meeting (and
may cancel such meeting).</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(g) Business transacted at any
stockholder-requested special meeting shall be limited to: (i) the purpose
stated in the valid special meeting request received from the requisite percent,
and (ii) any additional matters that the Board of Directors determines to
include in the corporation&#146;s notice of the meeting. If none of the stockholders
who submitted the special meeting request, or their qualified representatives
(as defined in subsection (c) of Article I, Section 10 below), appears at the
stockholder-requested special meeting to present the matters to be presented for
consideration that were specified in the special meeting request, the
corporation need not present such matters for a vote at such meeting,
notwithstanding that proxies in respect of such matter <FONT face="Times New Roman" size=2>may have been received by the corporation. For
purposes of this Section 2, to be considered a qualified representative of a
stockholder, a person must meet the requirements for a qualified representative
set forth in subsection (c) of Article I, Section 10 below. </FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-3- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 3. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Notice of Meetings</FONT></U><FONT face="Times New Roman" size=2>.
</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Notice of the place, if any,
date, and time of all meetings of the stockholders, the record date for
determining the stockholders entitled to vote at the meeting (if such date is
different from the record date for determining the stockholders entitled to
notice of the meeting), and the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present and vote at such
meeting, shall be given, not less than ten (10) nor more than sixty (60) days
before the date on which the meeting is to be held, to each stockholder entitled
to vote at such meeting as of the record date for determining the stockholders
entitled to notice of the meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the Delaware General Corporation Law (the &#147;DGCL&#148;) or the Certificate of
Incorporation). In the case of a special meeting, the purpose or purposes for
which the meeting is called also shall be set forth in the notice. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>When a meeting is adjourned to
another place, if any, date or time, notice need not be given of the adjourned
meeting if the place, if any, date and time thereof and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such adjourned meeting, are announced at the
meeting at which the adjournment is taken; provided, however, that if the date
of any adjourned meeting is more than thirty (30) days after the date for which
the meeting was originally noticed, notice of the place, if any, date, and time
of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such adjourned meeting, shall be given to each stockholder of record
entitled to vote at the meeting. If after the adjournment a new record date for
stockholders entitled to vote is fixed for the adjourned meeting, the Board of
Directors shall fix a new record date for notice of such adjourned meeting, and
shall give notice of the adjourned meeting to each stockholder entitled to vote
at such adjourned meeting as of the record date for notice of such adjourned
meeting. At any adjourned meeting, any business may be transacted which might
have been transacted at the original meeting. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 4. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Quorum</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>At any meeting of the
stockholders, the holders of a majority of the voting power of all of the shares
of stock of the corporation entitled to vote at the meeting, present in person
or by proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law. Where a
separate vote by a class or classes or series is required, a majority of the
voting power of the shares of such class or classes or series present in person
or represented by proxy shall constitute a quorum entitled to take action with
respect to that vote on that matter. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-4- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>If a quorum shall fail to
attend any meeting, the chairman of the meeting or the holders of a majority of
the shares of stock entitled to vote who are present, in person or by proxy, may
adjourn the meeting to another place, if any, date, or time. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>The stockholders present at a
duly called or held meeting at which a quorum is present may continue to do
business until adjournment notwithstanding the withdrawal of enough stockholders
to leave less than a quorum. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 5. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Organization</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>The Chairman of the Board, or
in his absence, the Chief Executive Officer, or in his absence, such person
designated by the Board of Directors, or in the absence of such a person, such
person as may be chosen by the holders of a majority of the voting power of the
shares entitled to vote who are present, in person or by proxy, shall call to
order any meeting of the stockholders and act as chairman of the meeting. In the
absence of the Secretary of the corporation, the secretary of the meeting shall
be such person as the chairman appoints. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 6. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Conduct of Business</FONT></U><FONT face="Times New Roman" size=2>.
</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to her or him in order. The chairman shall have the power to
adjourn the meeting to another place, if any, date and time. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 7. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Proxies and Voting</FONT></U><FONT face="Times New Roman" size=2>.
</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(a)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Except
as otherwise provided herein or required by law, each stockholder shall have one
(1) vote for every share of stock entitled to vote which is registered in her or
his name on the record date for the stockholders entitled to vote at the
meeting. In all matters other than the election of directors, the affirmative
vote of a majority of the voting power present in person or by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(b)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Each
director shall be elected by the vote of the majority of the votes cast with
respect to the director at any meeting for the election of directors at which a
quorum is present, provided that if (i) the Secretary of the corporation
receives a notice that a stockholder has nominated a person for election to the
Board of Directors in compliance with the advance notice requirements for
stockholder nominees for director set forth in Article I, Section 10 or Section
10A or with the requirements for a special meeting request that includes
nominees for election as director set forth in Article I, Section 2 of these
Bylaws; and (ii) such nomination has not been withdrawn by such stockholder on
or prior to the day next preceding the date the corporation first distributes
its notice of meeting for such meeting to the stockholders, the directors shall
be elected by the vote of a plurality of the votes represented in person or by
proxy at any such meeting and entitled to vote on the election of directors. For
purposes of this Section 7, a majority of the votes cast means that the number
of shares voted &#147;for&#148; a director must exceed the number of votes cast &#147;against&#148;
that director. If a director is not elected, the director shall offer to tender
his or her resignation to the Board of Directors. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-5- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
Nominating and Governance Committee will make a recommendation to the Board of
Directors on whether to accept or reject the resignation, or whether other
action should be taken. The Board of Directors will act on the Committee&#146;s
recommendation and publicly disclose its decision and the rationale behind it
within ninety (90) days from the date of the certification of the election
results. The director who tenders his or her resignation will not participate in
the Board of Directors&#146; decision. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(c)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Except
as otherwise provided by law, only persons in whose names shares entitled to
vote stand on the stock records of the corporation on the record date for
determining the stockholders entitled to vote at said meeting shall be entitled
to vote at such meeting. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(d)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Every
person entitled to vote shall have the right to do so either in person or by an
agent or agents authorized by a proxy validly granted by such person or his or
her duly authorized agent, which proxy shall be filed with the Secretary of the
corporation at or before the meeting at which it is to be used. Said proxy so
appointed need not be a stockholder. No proxy may be voted after three (3) years
from its date unless the proxy provides for a longer period. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(e)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Without limiting the manner in which a stockholder may authorize another
person or persons to act for the stockholder as proxy pursuant to subsection (d)
of this Section 7, the following shall constitute a valid means by which a
stockholder may grant such authority: </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(i)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>A stockholder may execute a writing authorizing
another person or persons to act for the stockholder as proxy. Execution may be
accomplished by the stockholder or the stockholder&#146;s authorized officer,
director, employee or agent signing such writing or causing her or his signature
to be affixed to such writing by any reasonable means including, but not limited
to, by facsimile signature. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(ii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>A stockholder may authorize another person or
persons to act for the stockholder as proxy by transmitting or authorizing the
transmission of an electronic transmission to the person who will be the holder
of the proxy or to a proxy solicitation firm, proxy support service organization
or like agent duly authorized by the person who will be the holder of the proxy
to receive such transmission, provided that any such transmission must either
set forth or be submitted with information from which it can be determined that
the transmission was authorized by the stockholder. If it is determined that
such transmissions are valid, the inspectors shall specify the information upon
which they relied. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(f)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Any
copy, facsimile telecommunication or other reliable reproduction of the writing
or transmission created pursuant to subsection (e) of this Section 7 may be
substituted or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original writing or transmission.
</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 8. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Voting Procedures and Inspectors of
Elections</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(a)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>The
corporation shall, in advance of any meeting of stockholders, appoint one (1) or
more Inspectors to act at the meeting and make a written report thereof. The
corporation may designate one (1) or more persons as alternate Inspectors to
replace any Inspector who fails to act. If no Inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the <FONT face="Times New Roman" size=2>meeting shall appoint one (1) or more Inspectors
to act at the meeting. Each Inspector, before entering upon the discharge of her
or his duties, shall take and sign an oath faithfully to execute the duties of
Inspector with strict impartiality and according to the best of the Inspector&#146;s
ability. </FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-6- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>(b)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>The
Inspectors shall (i) ascertain the number of shares outstanding and the voting
power of each; (ii) determine the shares represented at a meeting and the
validity of proxies and ballots; (iii) count all votes and ballots; (iv)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the Inspectors; and (v) certify their
determination of the number of shares represented at the meeting, and their
count of all votes and ballots. The Inspectors may appoint or retain other
persons or entities to assist the Inspectors in the performance of the duties of
the Inspectors. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(c)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>The
date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at a meeting shall be announced at the meeting.
No ballot, proxies or votes, nor any revocations thereof or changes thereto,
shall be accepted by the Inspectors after the closing of the polls unless the
Delaware Court of Chancery upon application by a stockholder shall determine
otherwise. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(d)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>In
determining the validity and counting of proxies and ballots, the Inspectors
shall be limited to an examination of the proxies, any envelopes submitted with
those proxies, any information provided in accordance with Sections 211(e) and
212 (c)(2) of the DGCL, any information provided pursuant to Section
211(a)(2)(b)(i) or (ii) of the DGCL, ballots and the regular books and records
of the corporation, except that the Inspectors may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers, their nominees or similar persons which
represent more votes than the holder of a proxy is authorized by the record
owner to cast or more votes than the stockholder holds of record. If the
Inspectors consider other reliable information for the limited purpose permitted
herein, the Inspectors at the time they make their certification pursuant to
subsection (b)(v) of this Section 8 shall specify the precise information
considered by them including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the
information was obtained and the basis for the Inspectors&#146; belief that such
information is accurate and reliable. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 9. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Stock List</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>The Secretary, or in the
absence of the Secretary, the officer who has charge of the stock ledger shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, provided,
however, that if the record date for determining the stockholders entitled to
vote is less than ten (10) days before the date of the meeting, the list shall
reflect the stockholders entitled to vote as of the tenth (10th) day before the
meeting date. Such list shall be arranged in alphabetical order for each class
of stock, shall show the address of each stockholder and the number of shares
registered in her or his name, and shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, for a period of at least
ten (10) days prior to the meeting and at or during the meeting in the manner
provided by law. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-7- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
stock ledger shall determine the identity of the stockholders entitled to
examine the list of stockholders required by this Section 9 or to vote at the
meeting. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 10. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Notice of Stockholder Business and
Nominations</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(a) </FONT><U><FONT face="Times New Roman" size=2>Annual Meeting</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(i)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Nominations of persons for election to the Board
of Directors and the proposal of other business to be transacted by the
stockholders may be made at an annual meeting of stockholders only (1) pursuant
to the corporation&#146;s notice with respect to such meeting; (2) by or at the
direction of the Board of Directors; (3) by any stockholder of record of the
corporation who was a stockholder of record at the time of the giving of the
notice provided for in the following subsection (a)(ii) of this Section 10, who
is entitled to vote at the meeting and who has complied with the notice
procedures set forth in this Section 10 or (4) pursuant to Article I, Section
10A of these Bylaws. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(ii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (3) of the
foregoing subsection (a)(i) of this Section 10, (x) the stockholder must have
given timely notice thereof in writing to the Secretary of the corporation and
(y) such business must be a proper matter for stockholder action under the DGCL.
To be timely, a stockholder&#146;s notice shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of
business on the ninetieth (90th) day or earlier than the close of business on
the one hundred twentieth (120th) day prior to the first anniversary (the
&#147;Anniversary&#148;) of the preceding year&#146;s annual meeting of stockholders; provided,
however, that if the date of the annual meeting is advanced more than thirty
(30) days prior to or delayed by more than sixty (60) days after the
Anniversary, notice by the stockholder to be timely must be so delivered not
earlier than the close of business on the one hundred twentieth (120th) day
prior to such annual meeting and not later than the close of business on the
later of (x) the ninetieth (90th) day prior to the date of such annual meeting
or (y) the tenth (10th) day following the day on which public announcement of
the date of such meeting is first made. In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a
new time period (or extend any time period) for the giving of a stockholder&#146;s
notice as described above. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>In addition, to be considered
timely, a stockholder&#146;s notice shall further be updated and supplemented, if
necessary, so that the information provided or required to be provided in such
notice shall be true and correct as of the record date for the meeting and as of
the date that is ten (10) business days prior to the meeting or the date of any
adjournment or postponement thereof, and such update and supplement shall be
delivered to the Secretary at the principal executive offices of the corporation
not later than five (5) business days after the record date for the meeting in
the case of the update and supplement required to be made as of the record date,
and not later than eight (8) business days prior to the date of the meeting or
the date of any adjournment or postponement thereof in the case of the update
and supplement required to be made as of ten (10) business days prior to the
meeting or the date of any adjournment or postponement thereof. Notwithstanding
the foregoing or any other provision of these Bylaws, if the record date for
determining the stockholders entitled to vote at the meeting is different from
the record date for determining the stockholders entitled to notice of the
meeting, the <FONT face="Times New Roman" size=2>stockholder&#146;s notice shall be
updated and supplemented (i) within the time frames set forth in the preceding
sentence or (ii) by 8 a.m. local time at the principal executive offices of the
corporation on the date of the meeting or of any adjournment or postponement
thereof, whichever is earlier, and in either case, the information when provided
to the corporation shall be current as of the record date for determining the
stockholders entitled to vote at the meeting. For the avoidance of doubt, the
obligations to update and/or supplement as set forth in this paragraph or in any
other Section of these Bylaws (including without limitation Article I, Section
2, subsection (b) of this Section 10 or Article I, Section 10A) shall not limit
the corporation&#146;s rights with respect to any deficiencies in any notice provided
by a stockholder, be deemed to cure any defects or limit the remedies (including
without limitation under these Bylaws) available to the corporation relating to
any defect, extend any applicable deadlines hereunder or under any other
provision of the Bylaws, or enable or be deemed to permit a stockholder who has
previously submitted notice hereunder, or under any other provision of the
Bylaws, to amend or update any proposal or to submit any new proposal, including
by changing or adding nominees, matters, business and or resolutions proposed to
be brought before a meeting of the stockholders. </FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-8- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>Such stockholder&#146;s notice
shall set forth: </FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(1)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>as to each person whom the stockholder proposes to
nominate for election or reelection as a director (i) all information relating
to such person as would be required to be disclosed in solicitations of proxies
for the election of such nominees as directors in an election contest, or is
otherwise required, in each case pursuant to and in accordance with Section 14
of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), and the
rules and regulations promulgated thereunder; (ii) such person&#146;s written consent
to being named in the proxy statement as a nominee and to serve as a director if
elected and a statement whether such person, if elected, intends to tender a
resignation effective upon such person&#146;s failure to receive the required vote
for reelection at the next meeting at which such person would face reelection
and upon acceptance of such resignation by the Board of Directors, in accordance
with the corporation&#146;s Bylaws; (iii) a description of all direct and indirect
compensation and other material monetary agreements, arrangements and
understandings during the past three (3) years, and any other material
relationships, between or among such stockholder and beneficial owner, if any,
and their respective affiliates (as defined in subsection (a) of Article I,
Section 10A below) 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 Rule 404 promulgated under 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 &#147;registrant&#148; for purposes of such rule and the nominee were
a director or executive officer of such registrant; and (iv) a completed and
signed questionnaire, representation and agreement required by subsection (d) of
this Section 10.</FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(2)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>as to any other business that the stockholder
proposes to bring before the meeting, a brief description of such business, 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 Bylaws of the corporation, the language of the proposed amendment),
the reasons for conducting such business at the meeting and any material
interest in such business of <FONT face="Times New Roman" size=2>such
stockholder and the beneficial owner (within the meaning of Section 13(d) of the
Exchange Act), and each of their respective affiliates or associates or others
acting in concert therewith, if any, on whose behalf the proposal is made, and a
description of all agreements, arrangements and understandings between such
stockholder, such beneficial owner and each of their respective affiliates or
associates or others acting in concert therewith, if any, and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder. </FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-9- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(3)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made, a
stockholder&#146;s notice must set forth: (i) the name and address of such
stockholder, as they appear on the corporation&#146;s books, of such beneficial
owner, if any, and of their respective affiliates or associates or others acting
in concert therewith; (ii) (A) the class or series and number of shares of the
corporation which are, directly or indirectly, owned beneficially and of record
by such stockholder, such beneficial owner and their respective affiliates or
associates or others acting in concert therewith, (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 shares of the corporation or with a value
derived in whole or in part from the value of any class or series of shares of
the corporation, or any derivative or synthetic arrangement having the
characteristics of a long position in any class or series of shares of the
corporation, or any contract, derivative, swap or other transaction or series of
transactions designed to produce economic benefits and risks that correspond
substantially to the ownership of any class or series of shares of the
corporation, including due to the fact that the value of such contract,
derivative, swap or other transaction or series of transactions is determined by
reference to the price, value or volatility of any class or series of shares of
the corporation, whether or not such instrument, contract or right shall be
subject to settlement in the underlying class or series of shares of the
corporation, through the delivery of cash or other property, or otherwise, and
without regard to whether the stockholder of record, the beneficial owner, if
any, or any affiliates or associates or others acting in concert therewith, may
have entered into transactions that hedge or mitigate the economic effect of
such instrument, contract or right, or any other direct or indirect opportunity
to profit or share in any profit derived from any increase or decrease in the
value of shares of the corporation (any of the foregoing, a &#147;Derivative
Instrument&#148;) directly or indirectly owned beneficially by such stockholder, the
beneficial owner, if any, or any affiliates or associates or others acting in
concert therewith, (C) any proxy, contract, arrangement, understanding, or
relationship pursuant to which such stockholder or such beneficial owner, or any
of their respective affiliates or associates or others acting in concert
therewith, if any, has any right to vote any class or series of shares of the
corporation, (D) any agreement, arrangement, understanding, relationship or
otherwise, including any repurchase or similar so-called &#147;stock borrowing&#148;
agreement or arrangement, involving such stockholder or such beneficial owner,
or any of their respective affiliates or associates or others acting in concert
therewith, if any, directly or indirectly, the purpose or effect of which is to
mitigate loss to, reduce the economic risk (of ownership or otherwise) of any
class or series of the shares of the corporation by, manage the risk of share
price changes for, or increase or decrease the voting power of, such stockholder
or such beneficial owner, or any of their respective affiliates or associates or
others acting in concert therewith, if any, with respect to any class or series
of the shares of the corporation, or which provides, directly or indirectly, the
opportunity to profit or share in any profit derived from any decrease in the
price or value of any class or series of the shares of the <FONT face="Times New Roman" size=2>corporation (any of the foregoing, a &#147;Short
Interest&#148;), (E) any rights to dividends on the shares of the corporation owned
beneficially by such stockholder or such beneficial owner, or any of their
respective affiliates or associates or others acting in concert therewith, if
any, that are separated or separable from the underlying shares of the
corporation, (F) any proportionate interest in shares of the corporation or
Derivative Instruments held, directly or indirectly, by a general or limited
partnership in which such stockholder or such beneficial owner, or any of their
respective affiliates or associates or others acting in concert therewith, if
any, is a general partner or, directly or indirectly, beneficially owns an
interest in a general partner of such general or limited partnership, (G) any
performance-related fees (other than an asset-based fee) that such stockholder
or such beneficial owner, or any of their respective affiliates or associates or
others acting in concert therewith, if any, is entitled to based on any increase
or decrease in the value of shares of the corporation or Derivative Instruments,
if any, including without limitation any such interests held by members of such
stockholder&#146;s or such beneficial owner&#146;s immediate family sharing the same
household of such stockholder, such beneficial owner, or any of their respective
affiliates or associates or others acting in concert therewith, (H) any
significant equity interests or any Derivative Instruments or Short Interests in
any principal competitor of the corporation held by such stockholder or such
beneficial owner, or any of their respective affiliates or associates or others
acting in concert therewith, if any, and (I) any direct or indirect interest of
such stockholder or such beneficial owner, or any of their respective affiliates
or associates or others acting in concert therewith, if any, in any contract
with the corporation, any affiliate of the corporation or any principal
competitor of the corporation (including, in any such case, any employment
agreement, collective bargaining agreement or consulting agreement); (iii) any
other information relating to such stockholder and beneficial owner, if any,
that would be required to be disclosed in a proxy statement and form or proxy or
other filings required to be made in connection with solicitations of proxies
for, as applicable, the proposal and/or for the election of directors in a
contested election pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; (iv) the information that would be required
to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an
amendment pursuant to Rule 13d-2(a) if such a statement were required to be
filed under the Exchange Act and the rules and regulations promulgated
thereunder by such stockholder, such beneficial owner or any of their respective
affiliates or associates or any acting in concert therewith; (v) a
representation that the stockholder will notify the corporation in writing of
any updates and supplements to the stockholder&#146;s notice required by this
subsection (a) within the time frames specified in the second paragraph of
subsection (a)(ii) above of this Section 10; (vi) a representation whether
either such stockholder or beneficial owner will engage in a solicitation with
respect to the nomination or other business and, if so, the name of each
participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in
such solicitation and whether such person intends or is part of a group which
intends to deliver a proxy statement and form of proxy to holders of at least
the percentage of the corporation&#146;s voting shares required under applicable law
to approve or adopt the business to be proposed (in person or by proxy) by the
stockholder; and (vii) a representation that the stockholder intends to appear
in person or by proxy at the meeting to propose such nomination or other
business.</FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-10- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(iii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>The
corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the corporation to determine the eligibility of
such proposed nominee to serve as a director of the corporation including
information relevant to a determination whether such proposed nominee can be
considered an independent director. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2><FONT face="Times New Roman" size=2>(iv)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>This subsection (a) shall not apply to a proposal
or nomination proposed to be made by a stockholder if the stockholder has
notified the corporation of his or her intention to present the proposal or
nomination at an annual or special meeting only pursuant to and in compliance
with Rule 14a-8 under the Exchange Act or any other rule promulgated under
Section 14 of the Exchange Act and such proposal or nominee has been included in
a proxy statement that has been prepared by the corporation to solicit proxies
for such meeting. </FONT></font></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(v) Notwithstanding anything in the second sentence of subsection (a)(ii) of
this Section 10 to the contrary, in the event that the number of directors to be
elected to the Board of Directors at an annual meeting is increased and there is
no public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the corporation at least one
hundred (100) days prior to the Anniversary, a stockholder&#146;s notice required by
this Bylaw shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the corporation not later than
the close of business on the tenth (10th) day following the day on which such
public announcement is first made by the corporation. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-11- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>(b)</FONT><FONT face="Times New Roman" size=2> </FONT><U><FONT face="Times New Roman" size=2>Special Meetings</FONT></U><FONT face="Times New Roman" size=2>. Only
such business shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting by or at the direction of the Board of
Directors. Nominations of persons for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be elected
pursuant to the corporation&#146;s notice of meeting (i) by or at the direction of
the Board of Directors, (ii) provided that one or more directors are to be
elected at such meeting and, except in the case of a stockholder-requested
special meeting, by any stockholder of record of the corporation who is a
stockholder of record at the time of giving of notice provided for in this
subsection (b), who is entitled to vote in the election of directors at the
meeting and who complies with the notice procedures set forth in subsection (a)
of this Section 10, or (iii) in the case of a stockholder-requested special
meeting, by any stockholder of the corporation pursuant to Article I, Section 2
of these Bylaws. In the event the corporation calls a special meeting
stockholders (other than a stockholder-requested special meeting) for the
purpose of electing one or more directors to the Board of Directors, nominations
by stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders if the stockholder&#146;s notice required by
the subsection (a) of this Section 10 shall be delivered to the Secretary at the
principal executive offices of the corporation not earlier than the close of
business on the one hundred twentieth (120th) day prior to such special meeting
and not later than the close of business on the later of the ninetieth (90th)
day prior to such special meeting or the tenth (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
meeting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period (or extend any time
period) for the giving of a stockholder&#146;s notice as described above. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>In addition, to be considered
timely, a stockholder&#146;s notice shall further be updated and supplemented, if
necessary, so that the information provided or required to be provided in such
notice shall be true and correct as of the record date for the meeting and as of
the date that is ten (10) business days prior to the meeting or the date of any
adjournment or postponement thereof, and such update and supplement shall be
delivered to the Secretary at the principal executive offices of the corporation
not later than five (5) business days after the record date for the <FONT face="Times New Roman" size=2>meeting in the case of the update and supplement
required to be made as of the record date, and not later than eight (8) business
days prior to the date of the meeting or the date of any adjournment or
postponement thereof in the case of the update and supplement required to be
made as of ten (10) business days prior to the meeting or any adjournment or
postponement thereof</FONT><FONT face="Times New Roman" size=2>. </FONT><FONT face="Times New Roman" size=2>Notwithstanding the foregoing or any other
provision of these Bylaws, if the record date for determining the stockholders
entitled to vote at the meeting is different from the record date for
determining the stockholders entitled to notice of the meeting, the
stockholder&#146;s notice shall be updated and supplemented (i) within the time
frames set forth in the preceding sentence, or (ii) by 8 a.m. local time at the
principal executive offices of the corporation on the date of the meeting or of
any adjournment or postponement thereof, whichever is earlier, and the
information when provided to the corporation shall be current as of the record
date for determining the stockholders entitled to vote at the
meeting.</FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-12- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>Notwithstanding any other
provision of these Bylaws, in the case of a stockholder-requested special
meeting, no stockholder may nominate a person for election to the Board of
Directors or propose any other business to be considered at the meeting, except
pursuant to the written request(s) delivered for such special meeting pursuant
to Article I, Section 2 of these Bylaws.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(c)</FONT><FONT face="Times New Roman" size=2> </FONT><U><FONT face="Times New Roman" size=2>General</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(i)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Only persons nominated in accordance with the
procedures set forth in this Section 10 (or, as applicable, Article I, Section
10A) shall be eligible to be elected at any meeting of stockholders and to serve
as directors and only such other business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 10. The chairman of the meeting shall
have the power and the duty to determine whether a nomination or any other
business proposed to be brought before the meeting has been made or proposed, as
the case may be, in accordance with the procedures set forth in these Bylaws
(including whether the stockholder or beneficial owner, if any, on whose behalf
the nomination or proposal is made solicited (or is part of a group which
solicited) or did not so solicit, as the case may be, proxies in compliance with
such stockholder&#146;s representation as required by clause (iv) of subsection
(a)(ii)(3)) of this Section 10 and, if any proposed nomination or other business
is not made or proposed in compliance with these Bylaws, to declare that such
defective other business proposed or nomination made shall not be presented for
stockholder action at the meeting and shall be disregarded. Notwithstanding the
foregoing provisions of this Section 10 or Article I, Section 10A, if the
stockholder does not provide the information required by the foregoing
subsection (a)(ii) of this Section 10 or, as applicable, the information
required under Section 10A, to the corporation within the time frames specified
herein, or if the stockholder (or a qualified representative of the stockholder)
does not appear at the annual or special meeting of stockholders of the
corporation to make a nomination or propose other business, such nomination
shall be disregarded and such proposed other business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been received by
the corporation. For purposes of this Section 10 and Article I, Section 10A, to
be considered a qualified representative of the stockholder, a person must be a
duly authorized officer, manager or partner of such stockholder or authorized by
a writing executed by such stockholder (or a reliable reproduction or electronic
transmission of the writing) delivered to the corporation prior to the making of
such nomination or proposal at such meeting <FONT face="Times New Roman" size=2>stating that such person is authorized to act for such stockholder as
proxy at the meeting of stockholders. </FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-13- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(ii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>For purposes of these Bylaws, &#147;public
announcement&#148; shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or a 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.</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(iii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Nothing in this Section 10 shall be deemed to
affect any rights of the holders of any series of preferred stock to elect
directors pursuant to any applicable provisions of the Certificate of
Incorporation. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(d)</FONT><FONT face="Times New Roman" size=2> </FONT><U><FONT face="Times New Roman" size=2>Submission of Questionnaire, Representation and Agreement</FONT></U><FONT face="Times New Roman" size=2>.</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>To
be eligible to be a nominee of a stockholder for election or reelection as a
director of the corporation, a person must deliver (in accordance with the time
periods prescribed for delivery of notice under this Section 10 or Article I,
Section 10A and, in the case of a special meeting requested pursuant to Article
I, Section 2, as part of the special meeting request)</FONT><I><FONT face="Times New Roman" size=2> </FONT></I><FONT face="Times New Roman" size=2>to
the Secretary at the principal executive offices of the corporation a written
questionnaire with respect to the background and qualification of such person
and the background of any other person or entity on whose behalf the nomination
is being made (which form of questionnaire shall be provided by the Secretary
upon written request), and a written representation and agreement (in the form
provided by the Secretary upon written request) that such person (A) is not and
will not become a party to (1) any agreement, arrangement or understanding with,
and has not given any commitment or assurance to, any person or entity as to how
such person, if elected as a director of the corporation, will act or vote on
any issue or question (a &#147;Voting Commitment&#148;) that has not been disclosed to the
corporation or (2) any Voting Commitment that could limit or interfere with such
person&#146;s ability to comply, if elected as a director of the corporation, with
such person&#146;s fiduciary duties under applicable law; (B) is not and will not
become a party to any agreement, arrangement or understanding with any person or
entity other than the corporation with respect to any direct or indirect
compensation, reimbursement or indemnification in connection with service or
action as a director that has not been disclosed therein; (C) in such person&#146;s
individual capacity and on behalf of any person or entity on whose behalf the
nomination is being made, would be in compliance, if elected as a director of
the corporation, and will comply, with all applicable corporate governance,
conflict of interest, confidentiality and stock ownership, trading and other
policies and guidelines of the corporation publicly disclosed from time to time;
and (D) will abide by the requirements of subsection (b) of Article I, Section
7.</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 10A. </FONT><U><FONT face="Times New Roman" size=2>Inclusion of
Stockholder Director Nominations in the Corporation&#146;s Proxy Materials</FONT></U><FONT face="Times New Roman" size=2>.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(a)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Subject to the terms and conditions set forth in these Bylaws, the
corporation shall include in its proxy materials for an annual meeting of
stockholders the name, together with the Required Information (as defined in
paragraph (b) below), of any person nominated for election submitted pursuant
to, and who satisfies requirements of, this Section 10A (the &#147;Stockholder
Nominee&#148;) to the Board of Directors by one (1) or more stockholders that satisfy
the require<FONT face="Times New Roman" size=2>ments of this Section 10A (such
person or group, the &#147;Eligible Stockholder&#148;, as further defined in paragraph (e)
below), and that expressly elects at the time of providing the written notice
required by this Section 10A (a &#147;Proxy Access Notice&#148;) to have its Stockholder
Nominee included in the corporation&#146;s proxy materials, including form of proxy,
pursuant to this Section 10A. For the purposes of this Section 10A:
</FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-14- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(i)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>&#147;Voting Stock&#148; shall mean outstanding shares of
capital stock of the corporation entitled to vote generally for the election of
directors. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(ii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>&#147;Constituent Holder&#148; shall mean any stockholder,
collective investment fund included within a Qualifying Fund (as defined in
paragraph (e) below) or beneficial holder whose stock ownership is counted for
the purposes of qualifying as holding the Proxy Access Request Required Shares
(as defined in paragraph (e) below) or qualifying as an Eligible Stockholder.
</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(iii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>&#147;affiliate&#148; and &#147;associate&#148; shall have the
meanings ascribed thereto in Rule 405 under the Exchange Act; provided, however,
that the term &#147;partner&#148; as used in the definition of &#147;associate&#148; shall not
include any limited partner that is not involved in the management of the
relevant partnership. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(iv)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>an Eligible Stockholder shall be deemed to &#147;own&#148;
only those outstanding shares of Voting Stock as to which the stockholder (or
any Constituent Holder) possesses both (a) the full voting and investment rights
pertaining to the shares and (b) the full economic interest in (including the
opportunity for profit and risk of loss on) such shares. The number of shares
calculated in accordance with the foregoing clauses (a) and (b) shall be deemed
not to include any shares (x) sold by such stockholder or Constituent Holder (or
any of their affiliates) in any transaction that has not been settled or closed,
including any short sale, (y) borrowed by such stockholder or Constituent Holder
(or any of their affiliates) for any purposes or purchased by such stockholder
or any Constituent Holder (or any of their affiliates) pursuant to an agreement
to resell, or (z) subject to any option, warrant, forward contract, swap,
contract of sale, other derivative or similar agreement entered into by such
stockholder or Constituent Holder (or any of their affiliates), whether any such
instrument or agreement is to be settled with shares or with cash based on the
notional amount or value of Voting Stock, in any such case which instrument or
agreement has, or is intended to have, or if exercised by either party thereto
would have, the purpose or effect of (i) reducing in any manner, to any extent
or at any time in the future, such stockholder&#146;s or Constituent Holder&#146;s (or any
of their affiliates&#146;) full right to vote or direct the voting of any such
shares, and/or (ii) hedging, offsetting or altering to any degree gain or loss
arising from the full economic ownership of such shares by such stockholder or
Constituent Holder (or affiliate), other than any such arrangements solely
involving an exchange listed multi-industry market index fund in which Voting
Stock represents at the time of entry into such arrangement less than ten
percent (10%) of the proportionate value of such index. A stockholder shall
&#147;own&#148; shares held in the name of a nominee or other intermediary so long as the
stockholder retains the right to instruct how the shares are voted with respect
to the election of directors and the right to direct the disposition thereof and
possesses the full economic interest in the shares. Solely for purposes of
determining ownership related to a stockholder&#146;s ability to nominate directors
pursuant to this Section 10A, a stockholder&#146;s ownership of shares shall be
deemed to continue during any period in which the stockholder has loaned such
shares or delegated any voting power over such shares by means of a proxy, power
of attorney or other instrument or ar<FONT face="Times New Roman" size=2>rangement which in either case is revocable at any time by the
stockholder; provided that an Eligible Stockholder (or any Constituent Holder)
has the power to recall loaned shares on five (5) business days&#146; notice. The
terms &#147;owned,&#148; &#147;owning&#148; and other variations of the word &#147;own&#148; shall have
correlative meanings. </FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-15- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>(b)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>For
purposes of this Section 10A, the &#147;Required Information&#148; that the corporation
will include in its proxy statement is (i) the information concerning each
Stockholder Nominee and the Eligible Stockholder that the corporation determines
is required to be disclosed in the corporation&#146;s proxy statement by the
applicable requirements under the Exchange Act and the rules and regulations
promulgated thereunder; and (ii) if the Eligible Stockholder so elects, a
Statement (as defined in paragraph (g) below). The corporation shall also
include the name of the Stockholder Nominee in its proxy card. For the avoidance
of doubt, and any other provision of these Bylaws notwithstanding, the
corporation may in its sole discretion solicit against, and include in the proxy
statement its own statements or other information relating to, any Eligible
Stockholder and/or Stockholder Nominee, including any information provided to
the corporation with respect to the foregoing.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(c)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>To be
timely, a stockholder&#146;s Proxy Access Notice shall be delivered to the Secretary
at the principal executive offices of the corporation not later than the close
of business on the one hundred twentieth (120th) day nor earlier than the close
of business on the one hundred fiftieth (150th) day prior to the first
anniversary of the date that the corporation mailed its proxy statement for the
preceding year&#146;s annual meeting of stockholders. In no event shall any
adjournment or postponement of an annual meeting, the date of which has been
announced by the corporation, commence a new time period for the giving of a
Proxy Access Notice. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(d)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>The
number of Stockholder Nominees (including Stockholder Nominees that were
submitted by an Eligible Stockholder for inclusion in the corporation&#146;s proxy
materials pursuant to this Section 10A but either are subsequently withdrawn or
that the Board of Directors decides to nominate as Board of Directors&#146; nominees)
appearing in the corporation&#146;s proxy materials with respect to an annual meeting
of stockholders shall be the largest whole number that does not exceed twenty
percent (20%) of the number of directors in office as of the last day on which a
Proxy Access Notice may be delivered in accordance with the procedures set forth
in this Section 10A (such number, the &#147;Permitted Number&#148;); provided, however,
that the Permitted Number shall be reduced by: </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(i)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>the
number of directors in office or director candidates that in either case will be
included in the corporation&#146;s proxy materials with respect to such annual
meeting as an unopposed (by the corporation) nominee pursuant to any agreement,
arrangement or other understanding with any stockholder or group of stockholders
(other than any such agreement, arrangement or understanding entered into in
connection with an acquisition of Voting Stock, by such stockholder or group of
stockholders, from the corporation), other than any such director referred to in
this clause (i) who at the time of such annual meeting will have served as a
director continuously, as a nominee of the Board of Directors, for at least two
(2) annual terms, but only to the extent the Permitted Number after such
reduction with respect to this clause (i) equals or exceeds one (1);
and</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-16- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(ii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>the
number of directors in office that will be included in the corporation&#146;s proxy
materials with respect to such annual meeting for whom access to the
corporation&#146;s proxy materials was previously provided pursuant to this Section
10A, other than any such director referred to in this clause (ii) who at the
time of such annual meeting will have served as a director continuously, as a
nominee of the Board of Directors, for at least two (2) annual terms;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>provided, further, that in the
event the Board of Directors resolves to reduce the size of the Board of
Directors effective on or prior to the date of the annual meeting, the Permitted
Number shall be calculated based on the number of directors in office as so
reduced. In the event that the number of Stockholder Nominees submitted by
Eligible Stockholders pursuant to this Section 10A exceeds the Permitted Number,
each Eligible Stockholder will select one (1) Stockholder Nominee for inclusion
in the corporation&#146;s proxy materials until the Permitted Number is reached,
going in order of the amount (largest to smallest) of shares of Voting Stock
each Eligible Stockholder disclosed as owned in its Proxy Access Notice
submitted to the corporation. If the Permitted Number is not reached after each
Eligible Stockholder has selected one (1) Stockholder Nominee, this selection
process will continue as many times as necessary, following the same order each
time, until the Permitted Number is reached.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(e)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>An
&#147;Eligible Stockholder&#148; is one (1) or more stockholders of record who own and
have owned, or are acting on behalf of one (1) or more beneficial owners who own
and have owned (in each case as defined above), continuously for at least three
(3) years as of both the date that the Proxy Access Notice is received by the
corporation pursuant to this Section 10A, and as of the record date for
determining stockholders eligible to vote at the annual meeting, at least three
percent (3%) of the aggregate voting power of the Voting Stock (the &#147;Proxy
Access Request Required Shares&#148;), and who continue to own the Proxy Access
Request Required Shares at all times between the date such Proxy Access Notice
is received by the corporation and the date of the applicable annual meeting,
provided that the aggregate number of stockholders, and, if and to the extent
that a stockholder is acting on behalf of one (1) or more beneficial owners, of
such beneficial owners, whose stock ownership is counted for the purpose of
satisfying the foregoing ownership requirement shall not exceed twenty (20). Two
(2) or more collective investment funds that are under common management and
funded primarily by a single employer (a &#147;Qualifying Fund&#148;) shall be treated as
one (1) stockholder for the purpose of determining the aggregate number of
stockholders in this paragraph (e), provided that each fund included within a
Qualifying Fund otherwise meets the requirements set forth in this Section 10A.
No stockholder (or Constituent Holder) may be a member of more than one (1)
group of stockholders constituting an Eligible Stockholder under this Section
10A. A record holder acting on behalf of one (1) or more beneficial owners will
not be counted separately as a stockholder with respect to the shares owned by
beneficial owners on whose behalf such record holder has been directed in
writing to act, but each such beneficial owner will be counted separately,
subject to the other provisions of this paragraph (e), for purposes of
determining the number of stockholders whose holdings may be considered as part
of an Eligible Stockholder&#146;s holdings.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(f)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>No
later than the final date when a nomination pursuant to this Section 10A may be
delivered to the corporation pursuant to a Proxy Access Notice, an Eligible
Stockholder (including each Constituent Holder) must provide the information
required under clauses (1) and (3) of subsection (a)(ii) of Article I, Section
10 of these Bylaws and the following information in writing to the Secretary of
the corporation:</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-17- </FONT></P>
<HR align=center width="100%" noShade size="2">

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(i)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>the
name and address of, and number of shares of Voting Stock owned by such person
and a copy of the Schedule 14N that has been or concurrently is filed with the
Securities and Exchange Commission under Rule 14a-18 of the Exchange
Act.</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(ii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>one
(1) or more written statements from the record holder of the shares (and from
each intermediary through which the shares are or have been held during the
requisite three (3)-year holding period) verifying that, as of a date within
seven (7) calendar days prior to the date the Proxy Access Notice is delivered
to the corporation, such person owns, and has owned continuously for the
preceding three (3) years, the Proxy Access Request Required Shares (which
statement shall also be included in the written statements set forth in Item 4
of the Schedule 14N which must be filed by the Eligible Stockholder with the
Securities and Exchange Commission), and such person&#146;s agreement to
provide:</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(1)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>within
ten (10) days after the record date for determining the stockholders entitled to
vote at the annual meeting (or by 8 a.m. local time at the principal executive
offices of the corporation on the date of the meeting, whichever is earlier, if
the record date for determining the stockholders entitled to vote at the meeting
is different from the record date for determining the stockholders entitled to
notice of the meeting), written statements from the record holder and
intermediaries verifying such person&#146;s continuous ownership of the Proxy Access
Request Required Shares through the record date, together with any additional
information reasonably requested to verify such person&#146;s ownership of the Proxy
Access Request Required Shares; and</FONT></P>
<P align=left style="text-indent: 30pt"><FONT face="Times New Roman" size=2>(2)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>immediate notice if the Eligible Stockholder ceases to own any of the
Proxy Access Request Required Shares prior to the date of the applicable annual
meeting of stockholders;</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(iii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>any
information relating to such Eligible Stockholder (including any Constituent
Holder) and their respective affiliates or associates or others acting in
concert therewith, and any information relating to such Eligible Stockholder&#146;s
Stockholder Nominee(s), in each case that would be required to be disclosed in a
proxy statement and form of proxy or other filings required to be made in
connection with solicitations of proxies for the election of such Stockholder
Nominee(s) in a contested election pursuant to Section 14 of the Exchange Act
and the rules and regulations promulgated thereunder.</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(iv)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>a
description of all direct and indirect compensation and other material monetary
agreements, arrangements and understandings during the past three (3) years, and
any other material relationships, between or among the Eligible Stockholder
(including any Constituent Holder) and its or their respective affiliates and
associates, or others acting in concert therewith, on the one hand, and each of
such Eligible Stockholder&#146;s Stockholder Nominee(s), 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 Rule 404 promulgated under Regulation S-K if the Eligible
Stockholder (including any Constituent Holder), or any affiliate or associate
thereof or person acting in concert therewith, were the &#147;registrant&#148; for
purposes of such rule and the Stockholder Nominee were a director or executive
officer of such registrant. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-18- </FONT></P>
<HR align=center width="100%" noShade size="2">

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(v) a representation that such
person:</FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(1)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>acquired the Proxy Access Request Required Shares
in the ordinary course of business and not with the intent to change or
influence control of the corporation, and does not presently have such
intent;</FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(2)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>has not nominated and will not nominate for
election to the Board of Directors at the annual meeting any person other than
the Stockholder Nominee(s) being nominated pursuant to this Section
10A;</FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(3)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>has not engaged and will not engage in, and has
not and will not be a &#147;participant&#148; in another person&#146;s, &#147;solicitation&#148; within
the meaning of Rule 14a-1(l) under the Exchange Act in support of the election
of any individual as a director at the annual meeting other than its Stockholder
Nominee(s) or a nominee of the Board of Directors;</FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(4)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>will not distribute to any stockholder any form of
proxy for the annual meeting other than the form distributed by the corporation;
and</FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(5)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>will provide facts, statements and other
information in all communications with the corporation and its stockholders that
are and will be true and correct in all material respects and do not and will
not omit to state a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading,
and will otherwise comply with all applicable laws, rules and regulations in
connection with any actions taken pursuant to this Section 10A.</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(vi)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>in the case of a nomination by a group of
stockholders that together is such an Eligible Stockholder, the designation by
all group members of one (1) group member that is authorized to act on behalf of
all members of the nominating stockholder group with respect to the nomination
and matters related thereto, including withdrawal of the nomination. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(vii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>an undertaking that such person agrees
to:</FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(1)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>assume all liability stemming from, and indemnify
and hold harmless the corporation and each of its directors, officers and
employees individually against any liability, loss or damages in connection with
any threatened or pending action, suit or proceeding, whether legal,
administrative or investigative, against the corporation or any of its
directors, officers or employees arising out of any legal or regulatory
violation arising out of the Eligible Stockholder&#146;s communications with the
stockholders of the corporation or out of the information that the Eligible
Stockholder provided to the corporation; and</FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(2)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>file with the Securities and Exchange Commission
any solicitation by the Eligible Stockholder of stockholders of the corporation
relating to the annual meeting at which the Stockholder Nominee will be
nominated.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>In
addition, no later than the final date on which a Proxy Access Notice may be
submitted under this Section 10A, a Qualifying Fund whose stock ownership is
counted for purposes of qualifying as an Eligible Stockholder must provide to
the Secretary of the corporation documentation reasonably satisfactory to the
Board of Directors that demonstrates that the funds included within the
Qualifying Fund are under common management and funded primarily by a single
employer. In order to be considered timely, any information required by this
Section 10A to be provided to <FONT face="Times New Roman" size=2>the
corporation must be supplemented (by delivery to the Secretary of the
corporation) (1) no later than ten (10) days following the record date for
determining the stockholders entitled to vote at the applicable annual meeting,
to disclose the foregoing information as of such record date; and (2) no later
than the fifth (5th) day before the annual meeting, to disclose the foregoing
information as of the date that is ten (10) days prior to such annual meeting.
Notwithstanding the foregoing or any other provision of these Bylaws, if the
record date for determining the stockholders entitled to vote at the annual
meeting is different from the record date for determining the stockholders
entitled to notice of the meeting, the information shall be supplemented (i)
within the time frames set forth in the preceding sentence, or (ii) by 8 a.m.
local time at the principal executive offices of the corporation on the date of
the meeting, whichever is earlier, and the information when provided to the
corporation shall be current as of the record date for determining the
stockholders entitled to vote at the meeting. </FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-19- </FONT></P>
<HR align=center width="100%" noShade size="2">

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>(g)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>The
Eligible Stockholder may provide to the Secretary of the corporation, at the
time the Stockholder Notice required by this Section 10A is originally provided,
a written statement for inclusion in the corporation&#146;s proxy statement for the
annual meeting, not to exceed five hundred (500) words, in support of the
candidacy of such Eligible Stockholder&#146;s Stockholder Nominee (the &#147;Statement&#148;).
Notwithstanding anything to the contrary contained in this Section 10A, the
corporation may omit from its proxy materials any information or Statement that
it, in good faith, believes is materially false or misleading, omits to state
any material fact, or would violate any applicable law or regulation.
</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(h)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>No
later than the final date when a nomination pursuant to this Section 10A may be
delivered to the corporation pursuant to a Proxy Access Notice, each Stockholder
Nominee must deliver to the Secretary of the corporation the questionnaire,
representation and agreement required by subsection (d) of Article I, Section 10
and:</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(i)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>provide an executed agreement, in a form deemed satisfactory by the Board
of Directors or its designee (which form shall be provided by the corporation
reasonably promptly upon written request of a stockholder), that such
Stockholder Nominee consents to being named in the corporation&#146;s proxy statement
and form of proxy card (and will not agree to be named in any other person&#146;s
proxy statement or form of proxy card) as a nominee and to serving as a director
of the corporation if elected.</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(ii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>complete, sign and submit all other questionnaires required of the
corporation&#146;s directors generally.</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>(iii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>provide such additional information as necessary to permit the Board of
Directors to determine if:</FONT></P>
<P align=left style="text-indent: 30pt"><FONT face="Times New Roman" size=2>(1)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>such
Stockholder Nominee is independent under the listing standards of each principal
U.S. exchange upon which the common stock of the corporation is listed, any
applicable rules of the Securities and Exchange Commission and any publicly
disclosed standards used by the Board of Directors in determining and disclosing
the independence of the corporation&#146;s directors.</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-20- </FONT></P>
<HR align=center width="100%" noShade size="2">

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(2)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>such Stockholder Nominee has any direct or
indirect relationship with the corporation other than those relationships that
have been deemed categorically immaterial pursuant to the corporation&#146;s
Corporate Governance Guidelines. </FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(3)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>such Stockholder Nominee is not and has not been
subject to any event specified in Item 401(f) of Regulation S-K (or successor
rule) of the Securities and Exchange Commission. </FONT></P>
<P style="TEXT-INDENT: 30pt" align=left><FONT face="Times New Roman" size=2>(4)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>any of the items contemplated by paragraph (j)
below apply.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>In the event that any
information or communications provided by the Eligible Stockholder (or any
Constituent Holder) or the Stockholder Nominee to the corporation or its
stockholders ceases to be true and correct in all material respects or omits a
material fact necessary to make the statements made, in light of the
circumstances under which they were made, not misleading, each Eligible
Stockholder or Stockholder Nominee, as the case may be, shall promptly notify
the Secretary of the corporation of any defect in such previously provided
information and of the information that is required to correct any such defect;
it being understood for the avoidance of doubt that providing any such
notification shall not be deemed to cure any such defect or limit the remedies
(including without limitation under these Bylaws) available to the corporation
relating to any such defect.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(i)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>Any
Stockholder Nominee who is included in the corporation&#146;s proxy materials for a
particular annual meeting of stockholders but either (1) withdraws from or
becomes ineligible, including as a result of a failure to comply with any
provisions of these Bylaws, or unavailable for election at that annual meeting
or (2) does not receive votes cast in favor of the Stockholder Nominee&#146;s
election at least equal to twenty percent (20%) of the shares present in person
or represented by proxy and entitled to vote in the election of directors will
be ineligible to be a Stockholder Nominee pursuant to this Section 10A for the
next two (2) annual meetings. Any Stockholder Nominee who is included in the
corporation&#146;s proxy statement for a particular annual meeting of stockholders,
but subsequently is determined not to satisfy the eligibility requirements of
this Section 10A or any other provision of the corporation&#146;s Bylaws, Certificate
of Incorporation or other applicable regulation any time before the annual
meeting of stockholders, will not be eligible for election at the relevant
annual meeting of stockholders.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(j)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>The
corporation shall not be required to include, pursuant to this Section 10A, a
Stockholder Nominee in its proxy materials for any annual meeting of
stockholders, or, if the proxy statement already has been filed, to allow the
nomination of a Stockholder Nominee, notwithstanding that proxies in respect of
such vote may have been received by the corporation:</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(i)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>if the Stockholder Nominee is not independent
under the listing standards of the principal U.S. exchange upon which the common
stock of the corporation is listed, any applicable rules of the Securities and
Exchange Commission and any publicly disclosed standards used by the Board of
Directors in determining and disclosing independence of the corporation&#146;s
directors, in each case as determined by the Board of Directors;</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(ii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>if the Stockholder Nominee&#146;s service as a member
of the Board of Directors would violate or cause the corporation to be in
violation of these Bylaws, the Certificate of <FONT face="Times New Roman" size=2>Incorporation, the rules and listing standards of the principal U.S.
exchange upon which the common stock of the corporation is traded, or any
applicable law, rule or regulation;</FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-21- </FONT></P>
<HR align=center width="100%" noShade size="2">

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(iii)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>if the Stockholder Nominee has been, within the
past three (3) years, an officer or director of a competitor, as defined for
purposes of Section 8 of the Clayton Antitrust Act of 1914, as
amended;</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(iv)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>if the Eligible Stockholder (or any Constituent
Holder) or applicable Stockholder Nominee otherwise breaches or fails to comply
in any material respect with its obligations pursuant to this Section 10A or any
agreement, representation or undertaking required by this Section 10A;
</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(v)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>if the Eligible Stockholder ceases to be an
Eligible Stockholder for any reason, including but not limited to not owning the
Proxy Access Request Required Shares through the date of the applicable annual
meeting; or </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>(vi)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>if the Secretary of the corporation receives one
(1) or more valid stockholder notices nominating one (1) or more director
candidates pursuant to advance notice requirements set forth in Article I,
Section 10 of these Bylaws without such stockholder notice(s) expressly electing
to have such director candidate(s) included in the corporation&#146;s proxy materials
pursuant to this Section 10A.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>For the purposes of this
paragraph (j), clauses (i), (ii), (iii) and, to the extent related to a breach
or failure by the Stockholder Nominee, clause (iv) will result in the exclusion
from the proxy materials pursuant to this Section 10A of the specific
Stockholder Nominee to whom the ineligibility applies, or, if the proxy
statement already has been filed, the ineligibility of such Stockholder Nominee
to be nominated; however, (x) clause (v) and, to the extent related to a breach
or failure by an Eligible Stockholder (or any Constituent Holder), clause (iv)
will result in the Voting Stock owned by such Eligible Stockholder (or
Constituent Holder) being excluded from the Proxy Access Request Required Shares
(and, if as a result the Proxy Access Notice shall no longer have been filed by
an Eligible Stockholder, the exclusion from the proxy materials pursuant to this
Section 10A of all of the applicable stockholder&#146;s Stockholder Nominees from the
applicable annual meeting of stockholders or, if the proxy statement has already
been filed, the ineligibility of all of such stockholder&#146;s Stockholder Nominees
to be nominated) and (y) clause (vi) will result in the exclusion from the proxy
materials pursuant to this Section 10A of all Stockholder Nominees from the
applicable annual meeting of stockholders, or, if the proxy statement already
has been filed, the ineligibility of all Stockholder Nominees to be nominated.
</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-22- </FONT></P>
<HR align=center width="100%" noShade size="2">

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=center><FONT face="Times New Roman" size=2>ARTICLE II</FONT><br><B><FONT face="Times New Roman" size=2> BOARD OF DIRECTORS </FONT></B></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 1. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Number and Term of Office</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Subject to the rights of the holders of any series of preferred stock to
elect directors under specified circumstances, the number of directors who shall
constitute the whole board shall be such number, not less than nine (9), as
shall be fixed from time to time by resolution of the </FONT><FONT face="Times New Roman" size=2>Board of Directors. Each director shall be elected
for a term of one (1) year and until her or his successor is elected and
qualified, except as otherwise provided herein or required by law. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Whenever the authorized number
of directors is increased between annual meetings of the stockholders, a
majority of the directors then in office shall have the power to elect such new
directors for the balance of a term and until their successors are elected and
qualified. Any decrease in the authorized number of directors shall not become
effective until the expiration of the term of the directors then in office
unless, at the time of such decrease, there shall be vacancies on the board
which are being eliminated by the decrease. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 2. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Vacancies</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Subject to the rights of the
holders of any series of preferred stock then outstanding, if the office of any
director becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until her or his successor is elected and
qualified. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 3. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Regular Meetings</FONT></U><FONT face="Times New Roman" size=2>.
</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Regular meetings of the Board
of Directors shall be held at such place or places, on such date or dates, and
at such time or times as shall have been established by the Board of Directors
and publicized among all directors. A notice of each regular meeting shall not
be required. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 4. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Special Meetings</FONT></U><FONT face="Times New Roman" size=2>.
</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Special meetings of the Board
of Directors may be called by the Chairman of the Board, the lead independent
director, the Chief Executive Officer, or a majority of the whole board and
shall be held at such place, on such date, and at such time as she or he or they
shall fix. Notice of the place, date, and time of each such special meeting
shall be given to each director (who does not waive notice) by mail, facsimile
or other form of written notice not less than seventy-two (72) hours before the
meeting or by telephone or electronic transmission not less than twenty-four
(24) hours before the meeting. Unless otherwise indicated in the notice thereof,
any and all business may be transacted at a special meeting. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 5. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Quorum</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>At any meeting of the Board of
Directors, a majority of the total number of the whole board shall constitute a
quorum for all purposes. If a quorum shall fail to attend any meeting, a
majority of those present may adjourn the meeting to another place, date, or
time, without further notice or waiver thereof. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 6. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Participation in Meetings By Conference Telephone</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Members of the Board of
Directors, or of any committee thereof, may participate in a meeting of the
Board of Directors or committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence in
person at such meeting. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-23- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 7. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Conduct of Business</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>At
any meeting of the Board of Directors, business shall be transacted in such
order and manner as the Board of Directors may from time to time determine, and
all matters shall be determined by the vote of a majority of the directors
present, except as otherwise provided herein or required by law. Action may be
taken by the Board of Directors without a meeting if all members thereof consent
thereto in writing or by electronic transmission, and the writing or writings or
electronic transmission or transmissions are filed with the minutes of
proceedings of the Board of Directors. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 8. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Powers</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
business and affairs of the corporation shall be managed by or under the
direction of the Board of Directors and the Board of Directors may, except as
otherwise required by law, exercise all such powers and do all such acts and
things as may be exercised or done by the corporation. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 9. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Fees and Compensation of Directors</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Directors and members of committees of the Board of Directors may be
allowed a fixed or annual fee to be determined by resolution of the Board of
Directors for acting as a director or a member of a committee. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in another capacity as an officer, agent, employee or otherwise, and
receiving compensation therefor. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 10. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Chairman of the Board</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>The
Chairman of the Board shall preside at all meetings of the Board of Directors
and the stockholders. The Chairman of the Board shall have such powers and
perform such duties as are incident to her or his office or as may be properly
granted to or required of her or him by the Board of Directors. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>ARTICLE
III<BR></FONT><B><FONT face="Times New Roman" size=2>COMMITTEES </FONT></B></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 1. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Committees of the Board of
Directors</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
Board of Directors may from time to time designate committees of the Board of
Directors, with such lawfully delegable powers and duties as it thereby confers,
to serve at the pleasure of the Board of Directors and shall, for those
committees and any others provided for herein, elect a director or directors to
serve as the member or members, designating, if it desires, other directors as
alternate members who may replace any absent or disqualified member at any
meeting of the committee. Any such committee shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to the following matter: (i) approving or
adopting, or recommending to the stockholders, any action or matter <FONT face="Times New Roman" size=2>(other than the election or removal of directors)
expressly required by the DGCL to be submitted to stockholders for approval or
(ii) adopting, amending or repealing any bylaw of the corporation. In the
absence or disqualification of any member of any committee and any alternate
member in his place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may by unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.
</FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-24- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 2. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Conduct of Business</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Each
committee may determine the procedural rules for meeting and conducting its
business and shall act in accordance therewith, except as otherwise provided
herein or required by law. Adequate provision shall be made for notice to
members of all meetings; one-third (1/3) of the members shall constitute a
quorum unless the committee shall consist of one (1) or two (2) members, in
which event one (1) member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if all members thereof consent thereto in writing or
by electronic transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of the proceedings of
such committee. Such filing shall be in paper form if the minutes are maintained
in paper form and shall be in electronic form if the minutes are maintained in
electronic form. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>ARTICLE
IV<BR></FONT><B><FONT face="Times New Roman" size=2>OFFICERS </FONT></B></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 1. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Generally</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
officers of the corporation shall be a Chief Executive Officer, one (1) or more
Vice Presidents and a Secretary. The Board of Directors, in its discretion, may
designate from among those officers a Chief Operating Officer, and/or a Chief
Financial Officer. The corporation may also have, at the discretion of the Board
of Directors, General Managers, a Treasurer, a Controller, one (1) or more
Assistant Secretaries, one (1) or more Assistant Treasurers and such other
officers as the Board of Directors may deem expedient. Any number of offices may
be held by the same person. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 2. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Appointment</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
Chief Executive Officer, the Vice President or Vice Presidents, the Secretary,
the Chief Operating Officer and the Chief Financial Officer shall be appointed
by the Board of Directors. Other officers may be appointed from time to time by
the Board of Directors or by an officer to whom the Board of Directors shall
have delegated the power to appoint. Each officer of the corporation shall serve
at the pleasure of the Board of Directors subject to the rights, if any, of any
officer under any contract of employment. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 3. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Removal and Resignation</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Any
officer may be removed either with or without cause, by a majority of the
directors attending a duly held directors&#146; meeting at which a quorum is present
or, except in the case of an <FONT face="Times New Roman" size=2>officer chosen
by the Board of Directors, by any officer upon whom such power of removal has
been conferred by the Board of Directors. Any officer may resign at any time by
giving written notice to the Board of Directors, the Chief Executive Officer, or
to the Secretary without prejudice to the rights, if any, under any contract to
which the officer is a party. </FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-25- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 4. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Vacancies</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>A
vacancy in any office because of death, resignation, removal or any other cause
may be filled by the Board of Directors or by an officer to whom the Board of
Directors shall have delegated the power to appoint. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 5. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Chief Executive Officer</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
Chief Executive Officer shall have such powers and perform such duties as are
incident to her or his office or as may be properly granted to or required of
her or him by the Board of Directors. In the absence or disability of the
Chairman, the Chief Executive Officer shall preside at meetings of the
stockholders. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 6. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Vice President</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>In
the absence or the disability of the Chief Executive Officer, the Vice
Presidents in the order of rank fixed by the Board of Directors, or if not
ranked, the Vice President designated by the Board of Directors, shall perform
the duties of the Chief Executive Officer and when so acting shall have the
powers of, and be subject to the restrictions upon the Chief Executive Officer.
The Vice Presidents shall have such other powers and perform such other duties
as from time to time may be prescribed for them respectively by the Board of
Directors. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 7. <U>Chief Operating Officer</U>.</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The Board of Directors may designate one (1) or more officers to serve as Chief Operating Officer(s). The Chief Operating Officer(s) shall, subject to the control of the Chief Executive Officer, if any has been designated, and if not, subject to the control of an officer so designated by the Board of Directors, have general charge, supervision, and authority over all operations of the corporation.</FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 8. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Chief Financial Officer</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
Chief Financial Officer, who may, but need not, be the Treasurer, shall keep and
maintain adequate and correct books and records of accounts of the corporation,
and shall see that all moneys and other valuables of the corporation are
deposited in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors. She or he shall
disburse the funds of the corporation as directed by the Board of Directors,
shall render to the Chief Executive Officer and the directors, whenever they
request it, an account of all of her or his transactions in her or his official
capacity and of the financial condition of the corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-26- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 9. </FONT><U><FONT face="Times New Roman" size=2>Secretary</FONT></U>.</P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
Secretary shall keep, at the principal office of the corporation or such other
place as the Board of Directors may order, a book of minutes of all meetings of
directors and stockholders, with the time and place held, whether regular or
special, and if special, how authorized, the notice thereof given, the names of
those present at directors&#146; meetings, the number of shares present or
represented at stockholders&#146; meetings and the proceedings thereof. The Secretary
shall keep, at the principal office of the corporation, or at the office of the
corporation&#146;s transfer agent, or registrar, a record of its stockholders showing
the names of the stockholders and their addresses, the number and classes of
shares held by each, the number and date of cancellation of every certificate
surrendered for cancellation. The Secretary shall give notice of all meetings of
the stockholders and of the Board of Directors required by these Bylaws to be
given and shall keep the seal of the corporation in safe custody, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 10. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Treasurer and Assistant Treasurers</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
Treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as she or he
shall select. She or he shall disburse the funds of the corporation and shall
issue and sign all checks, drafts, bills of exchange, promissory notes, letters
of credit and other evidences of indebtedness; and shall open safe deposit boxes
of the corporation. The Treasurer shall also designate employees who shall have
authority to sign checks on bank accounts of the corporation. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Checks of the corporation drawn against accounts maintained at any bank,
wherever located, may be signed with applied facsimile signature of the
Treasurer or any other person designated by her or him. The Secretary is
authorized to file with such banks certified specimens of facsimile signatures
authorized by this Bylaw. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>If
required by the Board of Directors, she or he shall give the corporation a bond
(which shall be renewed every six (6) years) in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of her or his office and for the restoration to the
corporation, in case of her or his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in her or his possession or under his control belonging to the
corporation. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
Assistant Treasurer, or if there shall be more than one (1), the Assistant
Treasurers in the order determined by the Board of Directors (or if there be no
such determination, then in the order of their election), shall in the absence
of the Treasurer or in the event of her or his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors or the
Treasurer may from time to time prescribe. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 11. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Controller</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
Controller (in case the Board of Directors establishes such office) shall have
supervision and charge of the accounts of the corporation. She or he shall be
responsible for the <FONT face="Times New Roman" size=2>maintenance of adequate
accounting records and shall perform such other duties as shall be assigned to
her or him by the Board of Directors or the Chief Financial Officer.
</FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-27- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 12. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Other Officers</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Officers, other than the Chief Executive Officer, Vice Presidents, Chief
Operating Officer, Chief Financial Officer, Secretary, Treasurer and Assistant
Treasurers, shall have such powers and perform such duties as may be prescribed
by the Board of Directors. The Board of Directors may from time to time delegate
the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>ARTICLE V<BR></FONT><B><FONT face="Times New Roman" size=2>STOCK </FONT></B></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 1. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Certificates of Stock</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Shares of the corporation&#146;s stock may be certificated or uncertificated
in accordance with the DGCL. The issue of shares in uncertificated form shall
not affect shares represented by a certificate until the certificate is
surrendered to the corporation. Each holder of stock represented by certificates
shall be entitled to a certificate signed by, or in the name of the corporation
by, the Chairman of the Board or a Vice President and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the
number of shares owned by her or him. Any of or all the signatures on the
certificate may be facsimile. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 2. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Transfers of Stock</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Article V, Section 4 of these Bylaws or
in the case of uncertificated shares, an outstanding certificate for the number
of shares involved shall be surrendered, if one has been issued, for
cancellation before a new certificate is or uncertificated shares are issued
therefor. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 3. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Record Date</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>(a)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>In
order that the corporation may determine the stockholders entitled to notice of
any meeting of stockholders or any adjournment thereof, the Board of Directors
may, except as otherwise required by law, fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting. If the
Board of Directors so fixes a date, such date shall also be the record date for
determining the stockholders entitled to vote at such meeting unless the Board
of Directors determines, at the time it fixes such record date, that a later
date on or before the date of the meeting shall be the date for making such
determination. If no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of and to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. A determination
of stockholders of record entitled to notice <FONT face="Times New Roman" size=2>of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for determination of stockholders entitled to vote at the adjourned
meeting, and in such case shall also fix as the record date for stockholders
entitled to notice of such adjourned meeting the same or an earlier date as that
fixed for determination of stockholders entitled to vote in accordance herewith
at the adjourned meeting. </FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-28- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><FONT face="Times New Roman" size=2>(b)</FONT><FONT face="Times New Roman" size=2> </FONT><FONT face="Times New Roman" size=2>In
order that the corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may, except as otherwise required by law, fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty (60) days prior to such action. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 4. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Lost, Stolen or Destroyed
Certificates</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>In
the event of the loss, theft or destruction of any certificate of stock, another
certificate or uncertificated shares may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning proof of such
loss, theft or destruction and concerning the giving of a satisfactory bond or
bonds of indemnity. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 5. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Regulations</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>The
issue, transfer, conversion and registration of certificates of stock and
uncertificated shares shall be governed by such other regulations as the Board
of Directors may establish. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>ARTICLE
VI<BR></FONT><B><FONT face="Times New Roman" size=2>NOTICES </FONT></B></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 1. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Notices</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder or director shall be in writing
and may in every instance be effectively given by hand delivery to the recipient
thereof, by depositing such notice in the mails, postage paid. Any such notice
shall be addressed to such stockholder or director at her or his last known
address as the same appears on the books of the corporation. The time when such
notice is received shall be the time of the giving of the notice. Without
limiting the manner by which notice otherwise may be given effectively to
stockholders, any notice to stockholders may be given by electronic transmission
in the manner provided in Sections 232 and 233 of the DGCL. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>Section 2. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Waivers</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P style="TEXT-INDENT: 15pt" align=left><FONT face="Times New Roman" size=2>A
written waiver of any notice, signed by a stockholder or director whether before
or after the time of the event for which notice is to be given, shall be deemed
equivalent to the notice required to be given to such stockholder or director.
Neither the business nor the purpose <FONT face="Times New Roman" size=2>of any
meeting need be specified in such a waiver. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of business because the meeting is not lawfully
called or convened. </FONT></FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-29- </FONT></P>
<HR align=center width="100%" noShade size="2">

<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=center><FONT face="Times New Roman" size=2>ARTICLE
VII<BR></FONT><B><FONT face="Times New Roman" size=2>MISCELLANEOUS
</FONT></B></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 1. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Facsimile Signatures</FONT></U><FONT face="Times New Roman" size=2>.
</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>In addition to the provisions
for use of facsimile signatures elsewhere specifically authorized in these
Bylaws, facsimile signatures of any officer or officers of the corporation may
be used whenever and as authorized by the Board of Directors or a committee
thereof. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 2. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Corporate Seal</FONT></U><FONT face="Times New Roman" size=2>.
</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>The Board of Directors may
provide a suitable seal, containing the name of the corporation, which seal
shall be in the charge of the Secretary. If and when so directed by the Board of
Directors or a committee thereof, duplicates of the seal may be kept and used by
the Treasurer or by an Assistant Secretary or Assistant Treasurer. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 3. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Reliance upon Books, Reports and Records</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Each director, each member of
any committee designated by the Board of Directors, and each officer of the
corporation shall, in the performance of his duties, be fully protected in
relying in good faith upon the records of the corporation and upon such
information, opinions, reports or statements presented to the corporation by any
of the corporation&#146;s officers or employees, or committees of the Board of
Directors, or by any other person as to matters the member reasonably believes
are within such other person&#146;s professional or expert competence and who has
been selected with reasonable care by or on behalf of the corporation.
</FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 4. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Contracts, Etc. How Executed</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Contracts, deeds, mortgages,
leases, bonds, powers of attorney, bills of sale, and all documents and paper
requiring the signature of the corporation shall be executed by the Chief
Executive Officer of the corporation or one (1) of the Vice Presidents or
another appropriately authorized officer, employee or agent as is designated by
the Board of Directors. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 5. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Voting of Shares of Other Corporations</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>The Chief Executive Officer,
any Vice President, or any other officer or agent specifically authorized by
resolution of the Board of Directors, or by the Chief Executive Officer or any
Vice President, is authorized to vote, represent and exercise on behalf of the
corporation all rights incident to any shares of any other corporation held by
the corporation. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 6. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Fiscal Year</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>The fiscal year of the
corporation shall be as fixed by the Board of Directors. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-30- </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 7. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Time
Periods</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>In applying any provision of
these Bylaws which require that an act be done or not done a specified number of
days prior to an event, or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used; the day of the
doing of the act shall be excluded and the day of the event shall be
included.</FONT><B><FONT face="Times New Roman" size=2> </FONT></B></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Section 8. </FONT><FONT face="Times New Roman" size=2></FONT><U><FONT face="Times New Roman" size=2>Exclusive Forum for Adjudication of Disputes</FONT></U><FONT face="Times New Roman" size=2>. </FONT></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>Unless the corporation
consents in writing to the selection of an alternative forum, the sole and
exclusive forum for (a) any derivative action or proceeding brought on behalf of
the corporation; (b) any action asserting a claim of breach of a fiduciary duty
owed by any director or officer or other employee of the corporation to the
corporation or the corporation&#146;s stockholders; (c) any action asserting a claim
against the corporation or any director or officer or other employee of the
corporation arising pursuant to any provision of the DGCL or the Certificate of
Incorporation or these Bylaws (as either may be amended from time to time), or
(d) any action asserting a claim against the corporation or any director or
officer or other employee of the corporation governed by the internal affairs
doctrine, shall be a state court located within the State of Delaware (or, if no
state court located within the State of Delaware has jurisdiction, the federal
district court for the District of Delaware).</FONT></P>
<P align=center><FONT face="Times New Roman" size=2>ARTICLE
VIII<BR></FONT><B><FONT face="Times New Roman" size=2>AMENDMENTS </FONT></B></P>
<P align=left style="text-indent: 15pt"><FONT face="Times New Roman" size=2>These Bylaws may be amended or
repealed by the Board of Directors at any meeting or by the stockholders at any
meeting. </FONT></P>
<P align=center><FONT face="Times New Roman" size=2>-31- </FONT></P>
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<FILENAME>clorox3118954-ex991.htm
<DESCRIPTION>PRESS RELEASE DATED SEPTEMBER 15, 2016, OF THE CLOROX COMPANY
<TEXT>

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    <TD vAlign=top noWrap align=left width="95%"><FONT face="Times New Roman" size=2>PRESS RELEASE</FONT></TD>
    <TD vAlign=top noWrap align=left width="5%"><IMG src="clorox3118954-ex991x1x1.jpg" border=0></TD></TR>
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    <TD style="BORDER-BOTTOM: #000000 1pt solid" vAlign=top noWrap align=left width="95%">&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1pt solid" vAlign=top noWrap align=left width="5%"></TD></TR></TABLE><BR>
<P align=left><FONT face="Times New Roman" size=4>Amy Banse Appointed to Clorox
Board </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>OAKLAND, Calif., Sept. 15,
2016 &#150; The Clorox Company (NYSE: CLX) today announced the election of Amy Banse
to its board of directors effective Sept. 15, 2016.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>&#147;Amy has deep experience in
media, digital media, technology and telecommunications,&#148; said Pamela
Thomas-Graham, independent lead director of the board. &#147;Throughout her life and
career she has been drawn to consumer-oriented products and services that solve
problems, delight customers and make lives better. She has an extensive track
record of driving growth and delivering profits. I&#146;m delighted she will bring
valuable insights into digital media and marketing to Clorox along with her
knowledge of technology trends and experience in investing in, starting and
building companies.&#148;</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Since 2011, Banse (57) has
served as managing director and head of funds for Comcast Ventures. In 2005,
Banse founded Comcast Interactive Media and, for the next six years, she led the
company&#146;s online strategy and oversaw its digital properties, including
Fandango, Xfinity.com, and Xfinitytv.com. Since joining Comcast in 1991, Banse
has held various other positions at the company, including overseeing the
development of Comcast&#146;s cable network portfolio. Earlier in her career, she was
an associate at Drinker, Biddle &amp; Reath LLP.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Additional information about
The Clorox Company board of directors can be found <FONT STYLE="BACKGROUND-COLOR: TRANSPARENT">at www.thecloroxcompany.com.</FONT></FONT></P>
<P align=left><B><FONT face="Times New Roman" size=2>The Clorox
Company</FONT></B></P>
<P align=left><FONT face="Times New Roman" size=2>The Clorox Company (NYSE: CLX) is a leading
multinational manufacturer and marketer of consumer and professional products
with about 8,000 employees worldwide and fiscal year 2016 sales of $5.8 billion.
Clorox markets some of the most trusted and recognized consumer brand names,
including its namesake bleach and cleaning products; Pine-Sol&#174; cleaners; Liquid
Plumr&#174; clog removers; Poett&#174; home care products; Fresh Step&#174; cat litter; Glad&#174;
bags, wraps and containers; Kingsford&#174; charcoal; Hidden Valley&#174; dressings and
sauces; Brita&#174; water-filtration products; Burt's Bees&#174; natural personal care
products; and Renew Life&#174; digestive health products. The company also markets
brands for professional services, including Clorox Healthcare&#174; and Clorox
Commercial Solutions&#174;. More than 80 percent of the company's sales are generated
from brands that hold the No. 1 or No. 2 market share positions in their
categories.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Clorox is a signatory of the
United Nations Global Compact, a community of global leaders committed to
sustainability. The company also has been broadly recognized for its corporate
responsibility efforts, most notably receiving two Climate Leadership Awards for
Excellence in 2015 and a Safer Choice Partner of the Year Award in 2016 from the
U.S. Environmental Protection Agency as well as being named to CR Magazine's
2016 Best Corporate Citizens list and included in the 2016 Newsweek Green
Rankings. The Clorox Company and its foundations contributed nearly $17 million
in combined cash grants, product donations, cause marketing and employee
volunteerism in the past year. For more information, visit TheCloroxCompany.com,
including the Good Growth blog, and follow the company on Twitter at
@CloroxCo.</FONT></P>
<P align=left><FONT face="Times New Roman" size=2>CLX-C</FONT></P>
<P align=left><B><FONT face="Times New Roman" size=2>Media
Relations</FONT></B></P>
<P align=left><FONT face="Times New Roman" size=2>Aileen Zerrudo 510-271-3075,
</FONT><FONT face="Times New Roman" size=2>aileen.</FONT><FONT face="Times New Roman" size=2>zerrudo@clorox.com</FONT><FONT face="Times New Roman" size=2> <BR>Kathryn Caulfield 510-271-7209, </FONT><FONT face="Times New Roman" size=2>kathryn.caulfield@clorox.com</FONT><FONT face="Times New Roman" size=2> </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Page 1 of 2 </FONT></P>
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<DIV style="PAGE-BREAK-BEFORE: always"></DIV><BR>
<P align=left><B><FONT face="Times New Roman" size=2>Investor Relations
</FONT></B></P>
<P align=left><FONT face="Times New Roman" size=2>Landon Dunn 510-271-7256,
</FONT><FONT face="Times New Roman" size=2>landon.dunn@clorox.com</FONT><FONT face="Times New Roman" size=2> <BR></FONT><FONT face="Times New Roman" size=2>Steve Austenfeld
510-271-2270, </FONT><FONT face="Times New Roman" size=2>steve.austenfeld@clorox.com</FONT><FONT face="Times New Roman" size=2> </FONT></P>
<P align=left><FONT face="Times New Roman" size=2>Page 2 of 2 </FONT></P>
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end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
