"     (b) Except as may be provided in the terms of any series of preferred stock authorized for issuance pursuant to Article FOURTH of the Restated Certificate of Incorporation, each director shall be elected by the vote of the majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) at any meeting for the election of directors at which a quorum is present, provided that the directors shall be elected by a plurality of the votes cast (instead of by votes cast for or against a nominee) at any meeting at which a quorum is present for which (i) the Secretary of the Corporation receives a notice in compliance with applicable requirements for stockholder nominations for director set forth in these By-laws that a stockholder proposes to nominate a person for election to the Board of Directors and (ii) such proposed nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date the Corporation first mails or otherwise transmits its notice of meeting for such meeting to the stockholders."

" In connection with the amendments to the By-laws establishing the new majority voting standard for the election of directors, the Company adopted amendments to its Corporate Governance Principles to provide that an incumbent director shall not be eligible for nomination by the Board of Directors unless the director has tendered his or her irrevocable resignation to the Company’s Corporate Governance Committee before the mailing of the proxy statement for the annual meeting at which he or she is to stand for election. The irrevocable resignation shall be conditioned upon, and not effective until there has been, (i) a failure by such nominee to receive the requisite vote to be elected as a director and (ii) acceptance of such resignation by the Board of Directors. In the event a director does not receive the requisite majority vote required for election, the Corporate Governance Committee (or such other committee of independent directors as the Board of Directors may appoint) will make a recommendation to the Company’s Board of Directors regarding the action to be taken with respect to such tendered resignation. A director whose resignation is being considered shall not participate in any committee recommendation with respect to such resignation. The Board of Directors shall act within 90 days following certification of the vote (and promptly thereafter disclose its decision), unless such action would cause the Company to fail to comply with any requirement of the New York Stock Exchange or any rule or regulation promulgated under the Securities Exchange Act of 1934, in which event the Board of Directors shall take action as promptly as is practicable while continuing to meet such requirements."