Valero Energy : Bylaws

VALERO ENERGY CORPORATION

BYLAWS

(Amended and Restated effective as of March 15, 2022)

ARTICLE I.

MEETINGS OF STOCKHOLDERS

Section 1. Date, Time and Location of Annual Meeting. The annual meeting of stockholders shall be held at such date and time and at such place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting for the purposes of electing directors and of transacting such other business as may properly come before the meeting. At least ten days' notice shall be given to the stockholders of the date, time and place so fixed. Any previously scheduled annual meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given on or prior to the date previously scheduled for such annual meeting of stockholders.

Section 2.

1. 1. Calling of Special Meetings. Except as otherwise provided by law or by the Restated Certificate of Incorporation of the Corporation, as from time to time amended (the "Restated Certificate of Incorporation"), special meetings of the stockholders may be called only by (i) the Chief Executive Officer,
2. by the Board of Directors pursuant to a resolution adopted by a majority of the directors which the Corporation would have if there were no vacancies, or (iii) by the Secretary upon the written request of stockholders owning (as defined in Article I, Section 9A(d)(ii) below) at least 20 percent, in the aggregate, of the voting power of the outstanding voting stock entitled to vote at such a meeting (the "Requisite Percentage"). The record date for determining stockholders entitled to request a special meeting pursuant to clause (iii) shall be the date on which the first request for such special meeting was delivered to the Secretary.
3. 1. Stockholder Requested Special Meetings.
   2. 1. Any request by stockholders for a special meeting must be signed by each stockholder, or a duly authorized agent, requesting such special meeting and include (A) the specific purpose of the meeting, the matters proposed to be acted on at the meeting and the reasons for conducting such business at the meeting, (B) the name and address of each such stockholder and date of signature, (C) the number of shares of each class of stock owned of record or beneficially by each such stockholder, (D) documentary evidence that the requesting stockholders own the Requisite Percentage, provided that if the requesting stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the request by stockholders must also include documentary evidence that the beneficial owners on whose behalf the special request is made beneficially own the Requisite Percentage, (E) all information relating to each such stockholder that would be required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not the subject of the special meeting request) or would otherwise be required, in each case pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder (or any successor provision of the Exchange Act or the rules or regulations promulgated thereunder), whether or not Section 14 of the Exchange Act is then applicable to the Corporation, and (F) the information required for matters to be properly brought by stockholders before an annual meeting of stockholders as set forth in Article I, Sections 9, 11 and 13 below, as applicable, with respect to any nomination to the Board of Directors or other business proposed to
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be presented at the special meeting and as to the stockholders requesting the meeting (or the persons on whose behalf the stockholder is acting, as applicable).

1. 1. A special meeting request shall not be valid (and the Secretary shall have no obligation to call a special meeting in respect of such special meeting request) if it (A) does not comply with these Bylaws, (B) relates to an item of business that is not a proper subject for stockholder action under applicable law, (C) is an item of business that is the same or substantially similar (as determined in good faith by the Board of Directors, hereafter a "Similar Item") to a matter that was presented at a meeting of stockholders occurring within ninety days preceding the date of the stockholders' request for a special meeting, (D) a Similar Item is included in the Corporation's notice to be brought before a meeting of stockholders that has been called but not yet held, (E) the special meeting request is delivered during the period commencing ninety days prior to the first anniversary of the previous year's annual meeting of stockholders and ending on the date of the next annual meeting of stockholders, or (F) was made in violation of Regulation 14A under the Exchange Act, to the extent applicable, or other applicable law.
   2. Stockholders may revoke the request for a special meeting at any time by written revocation delivered to the Secretary, and if, following such revocation, there are un-revoked requests from stockholders holding in the aggregate less than the requisite number of shares required in order for the stockholders to request the calling of a special meeting, the Board of Directors, in its discretion, may cancel the special meeting. A special meeting request shall be deemed revoked (and any meeting scheduled in response may be canceled) if the stockholders submitting the special meeting request, and any beneficial owners on whose behalf they are acting, do not continue to own (as defined in Article I, Section 9A(d)(ii) below) at least the Requisite Percentage at all times between the date the special meeting request is received by the Corporation and the date of the applicable special meeting of stockholders, and the requesting stockholder(s) shall promptly notify the Secretary of any decrease in ownership of shares of the Corporation that results in such a revocation. If, as a result of any such revocation, there are no longer valid unrevoked written requests representing the Requisite Percentage, there shall be no requirement to call or hold a special meeting of stockholders.
2. Conduct of Special Meeting. Business transacted at a special meeting requested by stockholders shall be limited to the purpose stated in such request; provided, however, that the Board of Directors shall be able to submit additional matters to stockholders at any such special meeting.
3. Date and Time of Special Meetings. Upon written request of any person or persons who have duly called a special meeting (other than with respect to a special meeting requested by a stockholder pursuant to this Section 2), it shall be the duty of the Secretary to fix the date and time of the special meeting (which date shall be not less than ten nor more than sixty days after receipt of the request). If the Secretary shall neglect or refuse to fix the date or time of such a meeting, the person or persons calling the meeting may do so. With respect to any special meeting requested by stockholders pursuant to this Section 2, the Board of Directors shall fix the date and time of the special meeting, and in doing so may consider such factors as the Board of Directors deems relevant, including without limitation, the nature of the matters to be considered, the facts and circumstances related to any request for a meeting, and any plan of the Board of Directors to call an annual meeting or special meeting. Any previously scheduled special meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given on or prior to the date previously scheduled for such special meeting of stockholders.

Section 3. Location of Special Meetings. Every special meeting of the stockholders shall be held at such place within or without the State of Delaware as the Board of Directors may designate, or, in the absence of such designation, at the registered office of the Corporation in the State of Delaware.

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Section 4. Notice. Written notice of every meeting of the stockholders shall be given by the Secretary to each stockholder of record entitled to vote at the meeting, by placing such notice in the mail at least ten days, but not more than sixty days, prior to the date fixed for the meeting addressed to each stockholder at his address appearing on the books of the Corporation or supplied by him to the Corporation for the purpose of notice. Any such notice shall include a statement of the purpose or purposes for which the special meeting is called. If the Secretary shall neglect or refuse to give notice of a meeting of the stockholders, other than a special meeting requested by stockholders, the person or persons calling the meeting may do so.

Section 5. Record Date for Meetings. The Board of Directors may fix a date, which date shall not precede the date upon which the resolution fixing such record date is adopted by the Board of Directors, and which date shall be not less than ten nor more than sixty days preceding the date of any meeting of stockholders, as a record date for the determination of stockholders entitled to notice of, or to vote at, any such meeting. The Board of Directors shall not close the books of the Corporation against transfers of shares during the whole or any part of such period.

Section 6. Form of Proxy. The notice of every meeting of the stockholders may be accompanied by a form of proxy approved by the Board of Directors in favor of such person or persons as the Board of Directors may select.

Section 7. Quorum and Voting.

1. Except as otherwise provided by law or by the Restated Certificate of Incorporation or by these Bylaws, at any meeting of stockholders the presence in person or by proxy of the holders of the outstanding shares of stock of the Corporation entitled to vote thereat and having a majority of the voting power with respect to a subject matter shall constitute a quorum for the transaction of business as to that subject matter, and all questions with respect to a subject matter, except the election of directors, shall be decided by vote of the shares having a majority of the voting power so represented in person or by proxy at the meeting and entitled to vote thereat. The stockholders present at any duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
2. Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder (which for purposes hereof may include a signature and form of proxy pursuant to a facsimile or telegraphic form of proxy or any other instrument acceptable to the duly appointed inspector or inspectors of such election), bearing a date not more than three years prior to voting, unless such instrument provides for a longer period, and filed with the Secretary of the Corporation before, or at the time of, the meeting, or by such other method as may be permitted under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the "DGCL"), and approved by the Board of Directors. If such instrument shall designate two or more persons to act as proxies, unless such instrument shall provide to the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares.
3. Any other corporation owning voting shares in the Corporation may vote the same by its President or by proxy appointed by him, unless some other person shall be appointed to vote such shares by resolution of the Board of Directors of such shareholder corporation. A partnership holding shares of the Corporation may vote such shares by any general partner or by proxy appointed by any general partner.
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1. Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A stockholder whose shares are pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon.

Section 8. Adjournment. Except as otherwise provided by law or by the Restated Certificate of Incorporation, the presiding officer of any meeting or the holders of a majority of the shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, whether a quorum is present, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting. At any such adjourned meeting at which a quorum shall be present any action may be taken that could have been taken at the meeting originally called; provided, that if the adjournment is for more than thirty days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

Section 9. Nominations and Proposals for Annual Meetings of Stockholders.

1. 1. Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders
2. pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors, or

1. by any stockholder of the Corporation who (A) was a stockholder of record at the time of giving of the notice provided for in this Section 9 and at the time of the annual meeting, (B) is entitled to vote with respect to such matter at the meeting, and (C) complies with the notice procedures set forth in this Section 9. At any annual meeting of stockholders, the presiding officer of such meeting may announce the nominations and other business to be considered which are set forth in the Corporation's notice of meeting and proxy statement and, by virtue thereof, such nominations and other business so announced shall be properly before such meeting and may be considered and voted upon by the stockholders of the Corporation entitled to vote thereat without further requirement of nomination, motion or second.
2. 1. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Paragraph (a) of this Section 9, the stockholder making such nominations or proposing such other business must theretofore have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder'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 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. To be in proper form, a stockholder's notice to the
      Secretary must:
   2. 1. set forth, as to the stockholder giving the notice and the Stockholder Associated Person (which is defined as any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, any affiliate or associate (as such terms are defined for
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purposes of the Exchange Act) of the stockholder and any other person acting in concert with any of them, and any person controlling, controlled by or under common control with such person), if any, on whose behalf the nomination or proposal is made (A) the name and address of such stockholder, as they appear on the Corporation's books, and of such Stockholder Associated Person, if any, (B) the class or series and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such Stockholder Associated Person, if any, as of the date of such notice (which information shall be supplemented by such stockholder and Stockholder Associated Person not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (C) any other information relating to such stockholder and Stockholder Associated Person that would be required to be disclosed in a proxy statement 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;

1. if the notice relates to any business other than the nomination of a director that the stockholder proposes to bring before the meeting, set forth (A) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and Stockholder Associated Person, if any, in such business, (B) a description of all agreements, arrangements and understandings between such stockholder and Stockholder Associated Person and any other person or persons (including their names) in connection with the proposal of such business by such stockholder (which information shall be supplemented by such stockholder or Stockholder Associated Person within 10 days after the record date for the meeting for any such agreements, arrangements or understandings in effect but not previously disclosed as of the record date), and (C) a description of all agreements, arrangements or understandings (including without limitation any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that have been entered into as of the date of the stockholder's notice by, or on behalf of, such stockholder or
   Stockholder Associated Person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of the common stock of the Corporation or any series of preferred stock of the Corporation or any other series or class of stock of the Corporation as set forth in the Restated Certificate of Incorporation, or maintain, increase or decrease the voting power of the stockholder or Stockholder Associated Person with respect to any common stock of the Corporation or any series of preferred stock of the Corporation or any other series or class of stock of the Corporation as set forth in the Restated Certificate of Incorporation (which information shall be supplemented by such stockholder or Stockholder Associated Person within 10 days after the record date for the meeting for any such agreements, arrangements or understandings in effect but not previously disclosed as of the record date);
2. set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director (A) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the
   Exchange Act (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (B) a description of all direct and indirect compensation and other monetary agreements, arrangements and understandings in effect and during the past three years, and any other relationships, between or among such stockholder and Stockholder Associated Person, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the stockholder making the nomination and any Stockholder Associated Person on whose behalf the nomination is made, if any, or any affiliate or associate thereof or
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person acting in concert therewith, were the "registrant" for purposes of such rule and the nominee were a director or executive officer of such registrant; and

1. 1. with respect to each nominee for election or reelection to the Board of Directors, include the completed and signed questionnaire, representation and agreement required by Section 13 of this Article I. 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 an independent director of the Corporation or that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such nominee.
2. Notwithstanding anything in the second sentence of Paragraph (b) of this Section 9 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased, whether by increase in the size of the Board of Directors, or by any vacancy in the Board of Directors to be filled at such annual meeting, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70 days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Section 9 shall also be considered timely, but only with respect to nominees for such vacant positions and 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 10th day following the day on which such public announcement is first made by the Corporation.

Section 9A. Proxy Access for Director Nominations. The Corporation shall include in its proxy statement for its annual meeting of stockholders the name, together with the Required Information (as defined below), of any person nominated for election (a "Stockholder Nominee") to the Board of Directors by a stockholder that satisfies, or by a group of no more than 20 stockholders that satisfy, the requirements of this Section 9A (an "Eligible Stockholder"), and that expressly elects at the time of providing the notice required by this Section 9A (the "Nomination Notice") to have its nominee included in the Corporation's proxy materials pursuant to this Section 9A.

1. Delivery of Nomination Notice. A stockholder's Nomination Notice, together with the
   Required Information, must be delivered to the Secretary of the Corporation not less than 120 days and not more than 150 days prior to the one year anniversary of the preceding year's annual stockholder meeting; provided, however, that if the date of the annual stockholder meeting is more than 30 days before or more than 60 days after such anniversary date, the Nomination Notice must be so delivered not later than the 120th day prior to such annual stockholder meeting, or, if later, the 10th day following the day on which public announcement of the date of such annual stockholder meeting was first made. In no event shall the public announcement of an adjournment or postponement of an annual stockholder meeting commence a new time period (or extend any time period) for the giving of a Nomination Notice as described above.
2. Required Information. For purposes of this Section 9A, the "Required Information" that the Corporation will include in its proxy statement is (i) the information concerning the Stockholder Nominee and the Eligible Stockholder that, as determined by the Board of Directors, is required to be disclosed in the Corporation's proxy statement filed pursuant to the proxy rules of the Securities and
   Exchange Commission; and (ii) if the Eligible Stockholder so elects, a written statement not to exceed 500 words, in support of the Stockholder Nominee's candidacy (the "Statement"), which must be provided at the same time as the Nomination Notice. Notwithstanding anything to the contrary contained in this Section 9A, the Corporation may omit from its proxy materials any information or Statement (or portion thereof) that (A) directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person; or (B) would violate any applicable law or regulation. Nothing in
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this Section 9A shall limit the ability of the Corporation to solicit proxies against the Stockholder Nominee or to include in its own proxy materials the Corporation's own statements or any other additional information relating to any Eligible Stockholder or Stockholder Nominee.

1. Number of Stockholder Nominees.
2. 1. The number of Stockholder Nominees appearing in the Corporation's proxy materials with respect to an annual stockholder meeting pursuant to this Section 9A shall not exceed the greater of (A) two or (B) 20% of the number of directors in office as of the last day on which a Nomination Notice may be delivered pursuant to this Section 9A, or if such amount is not a whole number, the closest whole number below 20%; provided, however, that this maximum number shall be reduced, but not below zero, by the number of (I) Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the Corporation's proxy materials pursuant to this

Section 9A but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board nominees, and (II) director candidates for which the Corporation shall have received one or more valid stockholder notices (whether or not subsequently withdrawn) nominating director candidates pursuant to Section 9. In the event that one or more vacancies for any reason occurs on the Board of Directors after the last day on which a Nomination Notice can be delivered pursuant to this Section 9A but before the date of the annual stockholder meeting and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the maximum number of Stockholder Nominees included in the Corporation's proxy materials shall be calculated based on the number of directors as so reduced.

1. If the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 9A exceeds this maximum number, each Eligible Stockholder will select one Stockholder Nominee for inclusion in the Corporation's proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of the common stock of the Corporation each Eligible Stockholder disclosed as owned in its respective Nomination Notice submitted to the Corporation. If the maximum number is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this selection process will continue as many times as necessary, following the same order each time, until the maximum number is reached.
2. Following the determination of which Stockholder Nominees shall be included in the Corporation's proxy materials, if any Stockholder Nominee who satisfies the eligibility requirements herein is thereafter: nominated by the Board of Directors; is otherwise not included in the Corporation's proxy materials; or is not submitted for director election for any reason (including the Eligible Stockholder's or Stockholder Nominee's failure to comply with the requirements herein), no other nominee or nominees shall be included in the Corporation's proxy materials or otherwise submitted for director election in substitution thereof.
3. The Corporation shall not be required to include pursuant to this Section 9A any Stockholder Nominee in its proxy materials for any meeting of stockholders (A) if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a "participant" in another person's, "solicitation" 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 meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors, (B) who is not independent under the Applicable Independence Standards (as defined below), as determined by the Board of Directors, (C) who serves as an executive officer of a company where a Corporation employee director serves on the Board of Directors, (D) whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Restated Certificate of Incorporation, the listing standards of the principal exchange upon which the Corporation's common stock is traded, or any applicable law, rule or regulation, (E) who is or has been, within

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the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (F) who is a named subject of a pending criminal proceeding (excluding minor traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years, (G) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (H) if such Stockholder Nominee or the applicable Eligible Stockholder shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading, as determined by the Board of Directors, or (I) if the Eligible Stockholder or applicable Stockholder Nominee otherwise contravenes any of the agreements or representations made by such Eligible Stockholder or Stockholder Nominee or fails to comply with its obligations pursuant to this Section 9A.

1. 1. Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (A) the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations, agreements or representations under this Section 9A, as determined by the Board of Directors or the person presiding at the annual stockholder meeting, or (B) the Eligible Stockholder (or a qualified representative thereof) does not appear at the annual stockholder meeting to present any nomination pursuant to this Section 9A. For purposes of this Section 9A, to be considered a qualified representative of the Eligible Stockholder, a person must be authorized by a writing executed by such Eligible Stockholder, or an electronic transmission delivered by such Eligible Stockholder, to act for such Eligible Stockholder as proxy at the annual stockholder meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the annual stockholder meeting.
2. Ownership Requirements.
3. 1. An Eligible Stockholder must have owned (as defined herein) 3% or more of the

Corporation's outstanding common stock continuously for at least three years (the "Required Shares") as of both (A) a date within seven days prior to the date of the Nomination Notice and

(B) the record date for determining stockholders entitled to vote at the annual stockholder meeting. The Eligible Stockholder must continue to own the Required Shares through the annual stockholder meeting date. For purposes of satisfying the foregoing ownership requirement under this Section 9A, (I) the shares of the common stock of the Corporation owned by one or more stockholders, or by the person or persons who own shares of the common stock of the Corporation and on whose behalf any stockholder is acting, may be aggregated, provided that the number of stockholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20, and (II) a group of funds under common management and investment control shall be treated as one stockholder or person for this purpose. No person may be a member of more than one group of persons constituting an Eligible Stockholder under this Section 9A.

1. For purposes of Paragraph (a) of Section 2 and this Section 9A, an Eligible
   Stockholder shall be deemed to "own" only those outstanding shares as to which the stockholder 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; provided that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares (I) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale, (II) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell,
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or (III) subject to any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (a) reducing in any manner, to any extent or at any time in the future, such stockholder's or its affiliates' full right to vote or direct the voting of any such shares, and/or (b) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or affiliate.

A stockholder shall be deemed to "own" 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 possesses the full economic interest in the shares. A person's ownership of shares shall be deemed to continue during any period in which (A) the person has loaned such shares, provided that the person has the power to recall such loaned shares on three business days' notice; or (B) the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person. The terms "owned," "owning" and other variations of the word "own" shall have correlative meanings. Whether outstanding shares of the common stock of the Corporation are "owned" for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders.

1. Agreements of the Eligible Stockholder. An Eligible Stockholder shall:
2. 1. Within the time period specified in this Section 9A for providing the Nomination Notice, provide the following information in writing to the Secretary of the Corporation:
   2. 1. one 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-year holding period) verifying that, as of a date within seven days prior to the date of the Nomination Notice, the Eligible Stockholder owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder's agreement to provide, within five business days after the record date for the annual stockholder meeting, written statements from the record holder and intermediaries verifying the Eligible
         Stockholder's continuous ownership of the Required Shares through the record date;
      2. a written statement as to whether or not the Eligible Stockholder intends to maintain ownership of the Required Shares for at least one year following the annual stockholder meeting;
      3. the written consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected, together with the information and representations that would be required to be set forth in a stockholder's notice of a nomination pursuant to Section 9 of this Article I;
      4. a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act, as such rule may be amended;
      5. a representation and warranty that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder under this Section 9A) (I) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently
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have such intent, (II) has not nominated and will not nominate for election to the Board of Directors at the annual stockholder meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this Section 9A, (III) has not engaged and will not engage in, and has not and will not be a "participant" in another person's, "solicitation" 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 stockholder meeting other than its Stockholder Nominee or a nominee of the Board of Directors, and (IV) will not distribute to any stockholder any form of proxy for the annual stockholder meeting other than the form distributed by the Corporation.

1. 1. in the case of a nomination by a group of stockholders that together is an Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including any withdrawal of the nomination; and
   2. an undertaking that the Eligible Stockholder agrees to (I) own the Required Shares through the date of the annual stockholder meeting, (II) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder's communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation, (III) 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 nomination, solicitation or other activity by the Eligible Stockholder in connection with its efforts to elect the Stockholder Nominee pursuant to this Section 9A, (IV) comply with all other laws and regulations applicable to any solicitation in connection with the annual stockholder meeting, and
2. provide to the Corporation prior to the annual stockholder meeting such additional information as necessary with respect thereto.

1. file with the Securities and Exchange Commission any solicitation or other communication with the Corporation's stockholders relating to the meeting at which the

Stockholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.

1. Agreements of the Stockholder Nominee.
2. 1. Within the time period specified in this Section 9A for providing the Nomination Notice, a Stockholder Nominee must deliver to the Secretary of the Corporation a written representation and agreement that the Stockholder Nominee (A) is not and will not become a party to (I) 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 "Voting Commitment") that has not been disclosed to the Corporation, or (II) any Voting Commitment that could limit or interfere with the Stockholder

Nominee's ability to comply, if elected as a director of the Corporation, with the Stockholder Nominee'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 Stockholder Nominee that has not been disclosed to the Corporation, and 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,

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