1. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Welcome to The Securities Transfer Association’s 95th Anniversary and 2006 Annual Meeting

2. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association President * Charles Rossi ComputershareSecretary Steven Nelson Continental Stock Transfer & Trust Co. Vice President and Treasurer * Lennie M. Kaufman Wells Fargo Shareowner Services Vice President & Assistant Secretary * Thomas L. Montrone Registrar and Transfer Company Director Mary Corcoran Aim Fund Services, Inc.Director Julian G. Clark Mellon Investor ServicesDirector Debra H. Hacka National City BankDirector Nancy L. Hoffman UMB Bank, N.A.Director Salli A. Marinov First American Stock Transfer Director Jonathan E. Miller StockTrans, Inc. Director * Gary Nazare The Bank of New YorkDirector Yehuda L. Neuberger American Stock Transfer & Trust Co. Executive Director * Cynthia Jones The Securities Transfer Association, Inc. Board Members * Executive Committee Members

3. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Proxy Reform SEC Rulemaking Dematerialization DTCC Fees Key Initiatives Securities Transfer Association

4. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association Proxy Reform NYSE Proxy Working Group – Diverse Committee – Various Constituencies Presented – Six Major Recommendations – Key STA Areas of Interest Issuer Access to Beneficial Holders Review Existing Proxy Distribution/Tabulation Process and Fees

5. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association Proxy Reform (continued) Over-voting/Over-reporting – STA/Sarbanes Oxley – NYSE Fines – ADP Over-voting Service – SIA Best Practices Pre Distribution Reconcilement Post Distribution Reconcilement

6. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association Proposed Rule Still Under SEC Review 140 comment letters from issuers, shareholders, intermediaries and their agents Significant disagreement was expressed on several key matters: – The sufficiency of current Internet access among the U.S. population to adopt the rules, particularly among certain demographic groups – The effect that the proposed “notice and access” model might have on the extent of shareholder participation in the corporate voting process; – The level of security and privacy on the Internet; – The extent of potential savings to companies and those conducting proxy contests that choose to rely on the proposed model; and – Whether the proposed model may make the proxy delivery system too complex, particularly as it relates to beneficial owners. SEC’s Proposed Access vs. Delivery Rule

7. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association Suggestions for revisions include: – Provide a mechanism for shareholders to elect to receive paper copies of the proxy materials that remain in place until revoked by the shareholder; – Require the proxy card and proxy statement be made available through the same medium – electronic or paper (i.e., do not permit mailing of a paper proxy card along with the Notice of Internet Availability of Electronic Proxy Materials unless also accompanied by the proxy statement); – The Commission should review and simplify the entire proxy delivery system as a whole rather that addressing the issue of electronic delivery of proxy materials in isolation (to include direct delivery of proxy materials to beneficial owners, proxy over-voting and OBO/NOBO status); and – The NYSE should review the appropriateness of its current fee schedule for payments to intermediaries for forwarding proxy materials and electronic suppressions.

8. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association Proxy Reform (continued) SEC Options – Adopt as is – Adopt with Modifications – Abandon Rule – Combine with Other Major Proxy Initiatives

9. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association Proxy Reform (continued) Members – Business Roundtable – Society of Corporate Secretaries and Governance Professionals – Securities Transfer Association – National Investor Relations Institute – National Association of Corporate Directors Supported NYSE Working Group Findings with Conditions Supported SEC’s Access vs. Delivery Proposed Rule Met with SEC Commissioners – Concerns Surrounding Anonymity Develop Alternative Process Detail Coalition Update

10. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association SEC Rulemaking Staff Changes Processing Shareholder Communication/Disclosure Purchase and Sales Insurance Requirements Segregation of Funds Contracts

11. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 NYSE, AMEX, NASDAQ –01/01/07 –01/01/08 New FAST Agreements Limited Participant Agreements Book Entry Only Securities Transfer Association Dematerialization

12. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association Industry Overview Excess Capacity No Organic Growth Registered Shareholder Bases Attrition 6-9% Per Year Consolidation Continues Impact of New Rules Impact of Industry Forces – DRS – Brokers

13. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 STA, SEC, SIA, DTCC Activities Three Areas Identified –Transfer Processing –Dividend Process –Corporate Action Current Status Securities Transfer Association DTCC Fees

14. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Keith BradleyHerb Lemmer Carmen BuonomoMaurice Lynch Gregory CaddellAnne Neuberger Mary Rose CascaesDouglas Reed Armando DiBiaseJanet Roskopf Cynthia JonesKathryn Sevcik Don GressJohn Ulla Craig KellerKarl Wagner Robert Kristanko Securities Transfer Association Processing Committee Members Chairperson - Deb Culhane

15. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Legal Committee Members Chairperson – Mario Passudetti Securities Transfer Association Stephen CessoAndrea Manning Stephen J. DolmatchSteven Nelson Gordon GlazaSusan Oliver William HarrisWilliam Stewart Blanche HurtRobert Sussman Herb LemmerCatherine Wexler Barbara Lubitz

16. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Proxy Committee Members Chairperson – Mario Passudetti Securities Transfer Association Gregory CaddellRobert Kristanko Norma CianfaglioneAngela Lamb Piero FalconeJoseph Maclelland Jeffrey JordanAlma Menendez Craig KellerGail Schweda

17. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Fraud Committee Members Chairperson – Cynthia Jones Securities Transfer Association Keith BradleyBruce Mills Greg CaddellAnne Neuberger Mary Rose CascaesAngela Ponte Dawn ColemanJanet Roskopf John CouturierDeborah D. Seidel Vic D’AmicoKathryn J. Sevcik Robert A. KristankoMarshall Toburen Herbert J. LemmerAlan Vesprini Deborah LiblitRaymond Werkmeister III Shellie McCauleyBob Winterle

18. THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association Thank you for attending the conference.