The Corporation's Board of Directors is soliciting your proxy to vote at the scheduled 2012 Annual Meeting or at any
later meeting should the scheduled Annual Meeting be adjourned or postponed for any reason. Your proxy will
authorize specified people (proxies) to vote on your behalf at the Annual Meeting in accordance with your written
instructions. By use of a proxy, you can vote, whether or not you attend the meeting.
the independent registered public accounting firm for 2012; and (3) an advisory vote to approve named executive officer
compensation.
waterhouseCoopers, LLP as the Corporation's independent registered public accounting firm for 2012; and (3) for the
advisory vote on executive officer compensation.
at the Annual Meeting only if the proposal or nomination was properly submitted. The proxies will have discretionary
authority, to the extent permitted by law, to vote for or against other matters that may properly come before the Annual
Meeting as those persons deem advisable.
of the three directors to be elected and one vote on each other matter that is properly presented at the Annual Meeting.
as possible, so that your shares can be voted at the meeting in accordance with your instructions. You may submit your
proxy by telephone or via the Internet as instructed on the first page of the Proxy Statement and on your proxy, or you
can complete, sign, date and mail your proxy card if you request a paper copy of the proxy materials. You may also vote
by attending the Annual Meeting, or sending a personal representative to the Annual Meeting with an appropriate
proxy, in order to vote. Unless you or a personal representative plan to be in attendance and vote at the meeting, your
vote must be received no later than 11:59
broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee
to ensure your shares are voted in the way you would like at the meeting. Your bank, broker or other nominee will send
you specific instructions in this regard to vote your shares. If you do not provide instructions to your bank, broker or
other nominee, whether your shares are voted depends on the type of item being considered for a vote. For example,
under applicable stock exchange rules, brokers are permitted to vote on ``discretionary'' items if they are not provided in
a timely manner voting instructions from the beneficial owners of the shares, and they are not permitted to vote on
``nondiscretionary'' items. The proposal to approve the appointment of independent auditors is considered a ``discre-
tionary'' item. This means that brokerage firms may vote in their discretion on this matter on behalf of clients who have
not furnished voting instructions at least 10 days before the date of the meeting. In contrast, the election of directors and
the advisory vote on executive compensation are ``nondiscretionary'' items. This means brokerage firms that have not
received voting instructions from their clients on these proposals may not vote on them. These so-called ``broker
nonvotes'' will be included in the calculation of the number of votes considered to be present at the meeting for
purposes of determining a quorum, but will not be considered in determining the number of votes necessary for