Transfer Agent Services from
Continental Stock Transfer.

At Continental Stock we offer all the services you would expect — and more. For information on the following services, click any of the links below. We encourage you to view the partners section on this site. Our partners provide a variety of specialized services that compliment Continental’s service offerings.

System/Facilities
Proxy
General Guide / Meeting and Proxy Services
Annual / Special Meeting Sequence Flow Chart
Internet Services
Dividend Payments and DRP
Escheatment Services
Reorganization Department Services

System/Facilities

Continental has the technology — all of it. We use the latest version of SunGard’s CSSII system, the most widely accepted and recognized stock transfer processing system in the country. The flexibility of this system allows us to remote to SunGard’s facility with extreme up-time dependability. Processing is accurate, reliable and very cost effective. All work is backed up daily and our disaster-recovery programs are tested regularly.

Our system offers features which are more than competitive with any other agent. Work is processed in an online environment. Imaging technology has been incorporated and we even have ContinentaLink, an extremely comprehensive Internet service which continues to grow in importance with our clients as we continue to enhance it and add features. A demo of this service is available on this web site.

Naturally, we will retain a cutting edge position in Internet systems’ development. More information on our Internet service is contained in the Internet section of this presentation.

For more information, contact dgress@continentalstock.com

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Proxy

NOTE: For full information on this topic please click to see our new Annual Meeting Guide.

Proxy continues as one of Continental’s strongest areas, a fact which pleases us — and our clients — since this area tends to draw extreme visibility, at least once a year.

At Continental, we do it all — whatever the client needs! All Annual Meeting activities are coordinated by our full-time Proxy staff of specialists. As a client you are provided with an updated annual meeting informational packet similar to the example contained in the General Guide / Meeting and Proxy Services section. This suggests timing for the delivery and movement of materials and contains comments on any changes to procedures which will improve voting results. Generally speaking, we work closely with our clients and their outside vendors, coordinating the development of a proxy card, its printing, the ordering of suitable envelopes and the timing for the receipt and mailing of the materials. All of this is done in concert with the handling of street name materials.

Click here to see flow chart depicting a typical Annual Meeting sequence.

You may elect Internet access to proxy tabulation as well as offering Internet and telephonic voting to your shareholders. Both of these methods offer convenience and cost savings. Finally, electronic delivery of material over the Internet is available to subscribing shareholders.

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Proxy and Meeting Services

NOTE: For full information on this topic please click to see our new Annual Meeting Guide.

The Proxy Department handles a wide variety of important and very visible functions surrounding client corporations’ Annual and Special Meetings. Close attention to detail and timeframes by experienced personnel insure a successful Meeting. Important functions involved in the process include: the setting of the proxy record date, printing of materials, tallying of proxies, broker searches and attendance at the Meeting as the Inspector of Election.

The process begins with notification. The client will provide Continental with the record and meeting dates. At this time, the services to be provided to insure a successful vote will be determined. If requested, arrangements for the telephonic and Internet voting of proxies are made. The meeting dates and service requirements are recorded on the department "Events" calendar. A number of important steps then occur, some simultaneously.
• The client will request that ADP and non-ADP brokers forward to Continental the amount of material needed for shares held in "street name."
• Continental will send search cards to brokers requesting the number of proxy cards needed.
• Once the search cards are returned and ADP and non-ADP brokers have responded, Continental will provide the client with the number of sets of materials required for street positions.
• Continental will produce a record date shareholder list reflecting the number of shares held by each shareholder and establish these numbers within our system after the total number is verified against the number of shares outstanding.
• Testing is performed within the system to insure the accuracy of the information.
• The proxy card proof is approved and cards are first printed and then imprinted with the specific shareholder information and vote total.
• Proxy materials, including proxy cards, are mailed.

Returned proxies are examined for accuracy and shareholder comments and then voted. Votes obtained via the Internet of telephonic system are automatically entered into the system. Prior to the Meeting a report summarizing all voting results is produced. This report shows both voted and unvoted positions. Total voted continue to be updated and a final vote total is provided to company officials at the Meeting. An experienced Inspector of Election is available to attend the Meeting to manage any voting and provide final results.

A record of the results along with other documentation is kept on the client file.

The above sequence is intended to be descriptive of the process. Additional steps, including interface sequences with an outside solicitor and daily communications with the client have been omitted.

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General Guide/Meeting and Proxy Services

NOTE: For full information on this topic please click to see our new Annual Meeting Guide.

Continental Stock Transfer is pleased to provide this general guide to several of our services related to your Annual or Special Meeting. Your understanding of our capabilities and timeframes for the delivery of services will allow us to serve you better and will assure you of the quality you expect. Though this guide addresses several issues, no attempt has been made to cover every detail or even every service we provide. You are encouraged to contact Gail Schweda with any question. We welcome these and are happy to assist you.
• The Securities and Exchange Commission (SEC) requires issuers to provide banks, brokers, etc. with notice of a record date at least 20 business days prior to the record date of an Annual Meeting and as soon as practicable prior to a Special Meeting.
• Banks and Brokers must receive proxy materials for "routine" meeting in time to allow them to mail the material to beneficial holders at least 15 days prior to the meeting. Since banks and brokers require between 2-5 business days to mail, materials should be scheduled to arrive at least 20 days prior to the meeting date. This timetable will allow banks and brokers to vote the shares without shareholder direction. Continental should receive all material approximately 25 days prior to the meeting to ensure a timely delivery to the banks and brokers.
• Continental furnishes materials to banks and brokers only upon request. We do not initiate any calls to firms which have not requested materials. In addition, we cannot be responsible for any shortage of material. The printing of the Annual report and the proxy material usually occurs prior to our receipt of a full response from the banks and brokers. With only limited information, Continental can only suggest a quantity that may be adequate. Re-printing of material, if required, is the responsibility of the issuer.
• Continental strongly recommends that issuers allow a minimum of 30 days (more if a consent item is on the agenda) between the mailing date of proxy material and the meeting date. This 30 day allowance is especially necessary during the period between April and June, the heavy proxy season. Hence, using this suggested timeframe and allowing for compliance with various rules set forth by the Exchanges and the SEC, it is recommended that the record date be set approximately 50 days prior to the meeting date.
• It is extremely important that you notify us of any record date as soon as possible and certainly no later than the business day prior to such record date.
• Your notification of any record date should be confirmed to us in writing and explicitly detail the services you are authorizing us to perform. For example, indicate the item(s) to be mailed, the party which will mail broker search cards and proxy material and the parties which will tabulate proxies, provide envelopes, etc.
• Please bear in mind that we generally require at least three (3) business days after the record date to generate lists, labels, etc. in order to commence a mailing. Hence, materials should be in our offices by the record date, if at all possible.
• After your notification to us of a record date, we will communicate with the Depository Trust Company (Cede & Co.) to establish the record date. Shortly thereafter, you will receive a letter from us requesting that you send Cede & Co. a letter instructing them to send Continental a listing of their participants holding your stock (Omnibus Proxy) for tabulation purposes. You will receive the hardcopy of this listing soon after the record date of your meeting.
• Special Meetings and Annual Meetings with "controversial" or "non-routine" proposals require shareholder response in order for banks and brokers to vote. Timing is more critical in these instances. Banks and brokers should receive the material to be mailed to beneficial holders at least 40 days in advance of these meetings.
• Continental will only provide proxy solicitation of the "street" upon specific request. Should you require the street vote to pass a proposal, we can deploy our experienced staff to work to obtain the highest percentage of votes possible. This service is available for routine, non-routine and special meetings.

Separately, we would like to remind you that the State of New York routinely demands the escheatment of shares from dormant accounts. Escheatment can be avoided if contact with a shareholder is documented. It is important that you forward us all written communications from New York and non-US shareholders so that we can annotate contact with these accounts on our recordfile. Non-dividend paying clients for which we do not tabulate proxies should forward a copy of all proxies voted by New York and non U.S. shareholders, again, so that the recordfile can be annotated.

We recommend that this letter be shared with your counsel and/or public relations firm, since they play an important role in coordinating dates, the printing of material and filings with the regulatory agencies.

We hope you find this information useful and again encourage you to contact us with any questions.

For more information, contact Gail Schweda, gschweda@continentalstock.com.

NOTE: For full information on this topic please click to see our new Annual Meeting Guide.

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Internet Services

Continental Stock Transfer was the first Agent to make Internet services optionally available to each of its clients through ContinentaLink. Today, we have established ourselves as an experienced innovator among agents using the web. Our web services continue to evolve in helpful ways. We will continue to enhance this service to meet the growing and diverse needs of all our clients.

As an added benefit to clients, we are able to maintain shareholders’ e-mail addresses on our database and separate the total file into an "e-holders" and "other" shareholders to manage communications and minimize cost.

Our Internet services can be modified to meet the individual needs of clients. Three choices are available. "Internet Voting Only" is available for annual and special meetings. "Shareholder Access" provides shareholder inquiry access through use of a secure PIN routine to the following features:
• Full shareholder profile.
• Complete share holdings.
• Dividend payment and check payment history.
• Dividend reinvestment history.
• Address change option.
• E-mail availability.
• Tax and withholding information.
• W-2 form view/print.

"Client Access" allows corporate clients full access to all shareholder records, plus the following:
• A wide variety of analytical and statistical reports.
• Shareholder summaries.
• A label routine.
• A complete menu of options to enhance DRP processing, including, customization for each client’s DR Plan, a sign-up menu (print/mail or electronically submit option), provision for optional cash sign-up or ACH debiting

Reporting is an especially strong feature of ContinentaLink. Desired reports can be scheduled or requested anytime. These can be delivered in a variety of methods, including e-mail delivery in just minutes after your request. Reports are in Microsoft Excel format, an extremely useful feature, which will allow information to be incorporated into other documents easily.

We encourage you to "test drive" the Shareholder Access portion of our ContinentaLink service by going to continentalstock.com, clicking "ContinentaLink, Full Service" and then selecting "Sample Account" on the following page.

For more information, contact Donald Gress, dgress@continentalstock.com.

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Dividend Payments and DRP

Continental Stock Transfer offers a complete range of dividend payment and DRP services. We are very flexible in our approach and we offer all available options. For example, we happily work with clients wanting a customized check or DRP statement and we will work with you to be certain your priorities — not ours — are met. Likewise, we do not insist that you draw your check on our bank. We will work with clients which want dividend checks drawn on the bank of their choosing. Finally, we have all the services, including:
• EFT services, including payment services and solicitation of new accounts.
• Internet access to dividend and DRP historical information.
• Flexibility to handle any DRP option, including periodic debits for optional cash and safekeeping.
• DRP enrollment over the Internet.

For more information, contact either Anthony Antonio, aantonio@continentalstock.com.

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Escheatment Services

Continental provides a full range of Abandoned Property and Escheatment services. The process begins after an account is noted as "lost." This typically occurs after mail is returned and it cannot be successfully re-delivered. At this point, the account is coded in our system and any property due the holder is held. If the account holder provides us with updated account information, we document the changes and release any property.

Once an account has been coded as "Lost," under SEC Regulations, we are required to search for a more current address. Continental uses an outside search firm to assist in this process.

Should the account remain "abandoned" and be potentially subject to state escheatment regulations, Continental will send a "Due Diligence" mailing to the account’s last known address. Validated updated information we receive at this point will be added to our records and we will forward any property we hold to the holder.

Escheatment on a yearly basis to all states is required. In this step, a listing of all accounts subject to escheatment, along with all unclaimed property is sent to the state of last known address. Property abandoned by any foreign account and accounts with incomplete addresses (no state of residence listed) is escheated to the state of incorporation of the issuing company. A copy of the final escheatment report is sent to our client companies for their records.

Escheated property may be claimed by the shareholder or the estate of the shareholder. Contact with Continental should be made in writing to confirm information related to the escheated account. We will then send a letter to the claimant and provide a contact point in the appropriate state to make a claim for the property.

For more information, contact Anthony Antonio, aantonio@continentalstock.com

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Reorganization Department Services

Continental has the experienced and highly motivated, long tenured staff to handle all types of corporate reorganizations, such as:

All Corporate Actions services are handled on an individual basis to ensure accuracy, compliance with stock transfer regulations and expediency to the satisfaction of the clients and shareholders.

Challenged by the complexities of Reorganization on a daily basis, our staff handles jobs ranging from the basic to the most complicated types of corporate actions. In addition to processing the "paperwork" the staff is required to interact with clients and shareholders. Each job has specific requirements that calls for the know-how that is acquired only from handling some of the industry’s largest and most difficult transactions. All work must comply with the established rules and guidelines of the Stock Transfer Agency and the S.E.C.

When a client selects Continental Stock Transfer as their Stock Transfer & Registrar/Exchange Agent, they get:
A. Direct access to the department Manager;
B. Complete mailing services;
C. Examination of surrendered securities;
D. Correspondence to the presenter on items
requiring additional documentation and
outstanding items;
E. Updating Reports (if requested) on the process
of the on-going action;
F. Necessary tax information and reporting to the
appropriate Government Agencies;
G. Escheatment of aged unexchanged items to the
various State Agencies.

Our progressive technologies and our commitment to the needs of each individual client and shareholder allows us to process all reorganizations with the assurance of accuracy and timeliness.

Continental Stock Transfer & Trust Company
17 Battery Place • New York, NY 10004
212.509.4000

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