Votes cast shall include votes to withhold authority in each case and exclude abstentions with respect to that director’s election.  Notwithstanding the foregoing, if an election of directors is contested, then directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present.  For purposes of this bylaw, a contested election shall mean any election of directors in which, as of the record date, the number of nominees for election as directors exceeds the number of directors to be elected.

(C)  Tender of Resignation in Majority Vote Context.  If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board in accordance with the agreement contemplated by Section 16(D) of Article II.  The Nominating and Governance Committee shall make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken.  The Board shall act on the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results.  The Nominating and Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant.  The director who tenders his or her resignation shall not participate in the recommendation of the Nominating and Governance Committee or the decision of the Board with respect to his or her resignation.  If such incumbent director’s resignation is not accepted by the Board, such director shall continue to serve until the end of his or her term and until his or her successor is duly elected, or his or her earlier resignation or removal.  If a director’s resignation is accepted by the Board pursuant to this bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 3 of this Article III or may decrease the size of the Board pursuant to the provisions of Section 2(A) of this Article III.

Section 3.  Filling of Vacancies.  Vacancies and newly created directorships may be filled by a majority of the directors then in office, though less than a quorum.  Each director so chosen shall hold office until a successor is duly elected and qualified or his or her earlier resignation or removal.  If there are no directors in office, then an election of directors may be held in the manner provided by the General Corporation Law of the State of Delaware.  No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

Section 4.  Resignation.  Any director may resign at any time upon written notice to the corporation sent to the General Counsel or the Secretary.  Such written resignation shall take effect at the time specified therein, but in no event earlier than the time of receipt by the General Counsel or the Secretary, or if no time be specified, at the time of its receipt

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