Text of Preliminary filing to SEC June 2010



6/15/2010
Lindner Peter PREC14A 1:10 IBM Co

Preliminary Proxy Solicitation Material -- Contested
Solicitation * Schedule 14A
Filing Table of Contents
Document/Exhibit Description Pages Size

 1: PREC14A Peter Lindner 1st Draft of Proxy

PREC14A 1 draftproxy.htm FIRST DRAFT OF NON-MANAGEMENT
PROXY
SCHEDULE 14A INFORMATION
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

IBM COMPANY

(Name of Registrant as Specified In Its Charter)
PETER LINDNER

(Name of Person(s) Filing Proxy Statement, if other than
the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on the table below per Exchange Act Rule
14a-
6(i)(1)and 0-11.
 (1) Title of each class of securities to which transaction
applies:
 (2) Aggregate number of securities to which transaction
applies:
 (3) Per unit price or other underlying value of
transaction
computed
pursuant
 To Exchange Act Rule 0-11 (Set forth the amount on which
the
filing fee is calculated and state how it was determined):
 (4) Proposed maximum aggregate value of transaction:
 (5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by
Exchange Act Rule
 0- 11(a)(2) and identify the filing for which the
offsetting
fee
was paid previously. Identify the previous filing by
registration
statement number, or the Form or Schedule and the date of
its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4)
Date Filed:

PRELIMINARY COPY, SUBJECT TO COMPLETION
DATED MARCH 27, 2010
PROXY STATEMENT OF
PETER LINDNER 
IN CONNECTION WITH THE
2010 ANNUAL MEETING OF STOCKHOLDERS
OF
IBM COMPANY 


INTRODUCTION 

 This Proxy Statement (the "Proxy Statement") and the
accompanying
form of Proxy are being furnished by Peter Lindner ("Mr.
Lindner")
to the stockholders (the "Stockholders") of the IBM
Company (the "Company" or "IBM") in connection with his
solicitation of proxies to be voted at IBM's 2010
Annual Meeting of Stockholders (the "Annual Meeting"). IBM
has announced that the Annual Meeting will be held on
Monday,
April xx, 2010, at 10:00 a.m. Eastern Time local time at:

International Business Machines Corporation
New Orchard Road
Armonk, New York 10504
(914) 499-1900

This Proxy Statement and form of Proxy are being mailed to
Stockholders on or about April 10, 2010.

 Mr. Lindner is soliciting proxies from fellow Stockholders
and
fellow former Employees to elect Mr. Lindner to the Board
of
Directors of IBM (the "Board") at the Annual Meeting.
Mr. Lindner is asking Stockholders to enact a Shareholder
Proposal (the "Proposal") on revising IBM's Code of Conduct
(the "Code"). Sometimes (and I have been wrong about this
in the past), there is a new wave sweeping across the
country
for a revision of ethics. I wish IBM to lead the country in
having a good code of conduct, rather than have incidents
occur periodically that cause pain, embarrassment, and
social/financial disorder - which has happened in the US
Congress and in companies such as Enron.





WHY YOU SHOULD ADD LINDNER TO THE BOARD OF DIRECTORS

*
In Mr. Lindner's opinion, the current Code may not be
working. Mr. Lindner believes there is no stronger message
that can be sent to The
Company's Board and management this year than dual approval
of
a shareholder resolution to fix the Code and to install Mr.
Lindner to ensure that this task is done.

WHY YOU SHOULD VOTE FOR THE LINDNER SHAREHOLDER ETHICS
PROPOSAL
*
Sometimes transparency in words and deeds can have
unexpected
morale and financial benefits. Your clear message in this
election
will directly assist Mr. Lindner in convincing the
directors that
a change in the Code is long overdue. Mr. Lindner believes
this
will be the shortest path to the restoration of shareholder
value
and the realization of IBM's promise of ethical behavior.
IBM trusts its customers to give their word and stand by
it, and
billions of dollars are made on that premise. It would be
hypocrisy
at best for IBM to give its word, yet not carry it out.

*
Mr. Lindner has first hand knowledge of IBM's technology
and of its operations and its culture. Mr. Lindner has
spent nine
years working at IBM, Travel Related Services (TRS),
and IBM Bank. His resume (and much more detail) are on the
website:

www.IBMethics.com

(It stands for IBM Truth commission - the shareholder
proposal to
investigate whether IBM has a few or has many incidents of
where the IBM Code of Conduct has been violated.)

Mr. Lindner has handled mailings, reviewed credit histories
of the
millions of cardmembers, and potential c/m's, as well as
work with
mathematical modeling, risk management, securitization of
our
portfolio, modernization of the Banking system, and has
even
helped (with his manager/director) save a key product line
by showing its viability/profitability.

At IBM, Mr. Lindner has worked with customer databases
of several thousand customers, and even several million.

*

*

THIS SOLICITATION IS BEING MADE BY
MR. LINDNER
AND NOT ON BEHALF OF THE BOARD

Mr. Lindner is a former Senior Manager of IBM. He is an
experienced computer programmer, modeler, database marking
specialist - and is literate.


PLEASE DISREGARD ANY PROXY CARD YOU RECEIVE FROM
IBM.
MR. LINDNER ENCOURAGES YOU TO RETURN ONLY THE ENCLOSED
[Tan? COLOR??] PROXY CARD.

RECOMMENDATIONS IF LINDNER IS ELECTED
If elected, Mr. Lindner plans to make the following
recommendations
to the Board, which Mr. Lindner believes are in the best
interests of IBM and its Stockholders:
*
Work closely with the various stakeholders at IBM - the
shareholders, the employees, the customers and the vendors
- to
get reasonable solutions to the ethical demands in a modern
business. Ethics is the fancy way of saying doing right
when
personal gains may say to choose a different path. Lies,
pandering, obfuscation, hypocrisy - why these are the very
things
that the Securities and Exchange Acts sought to get rid of
in the
1930's, and from those beginnings, a strong NY Stock
Exchange was
created, to the envy of the world. We can make money and
not lose
our morality or ethics. I am actually saying that perhaps
we will
make more money with ethical conduct than by not having
ethics.

*
This proposal is directly related to an incident that
stemmed from Mr. Lindner being laid off in 2003.
That was resolved.  However, Mr. Lindner alleged that
IBM had spoken to a prospective employer, and in
violation of Title VII of the US Civil Rights Act of
1964, and in violation of the laws of NY State and
NYC, IBM retaliated against Mr. Lindner.

Moreover, when the case 06cv4751 entitled --
Peter W. Lindner v IBM, Robert Vanderheyden,
Heather Christo Higgins, John Doe #1, And John Doe #2 --
went to discovery, IBM wrote in a submission to the
Magistrate Judge that some of the discovery requests
require interviewing 'hundred of thousands of employees'.
And IBM suggested that it did not have any
ESI (Electronically Stored Information) in all of
IBM that was responsive to the discovery request.

(This document is a letter from IBM on June 5, 2009
to Magistrate Judge Eaton, cc: Peter Lindner,
and will be posted on this SEC site as a pdf,
which requires that it be typed up first as
per SEC filing regulations, which Mr. Lindner
intends to follow.)

Surely no one in data processing believes that if
IBM kept all their records -- as IBM promised -- that
there is no record on any of their computers or any
of their electronic storage media.

So, this shareholder proposal is to stop IBM from
making such absurd statements to a Federal Court.

Furthermore, IBM was apprised the week of June 15 2009
that indeed a single document was found that proved
that the prospective employer of Mr. Lindner had
spoken to an IBM employee, IBM did not (as of this
writing) inform the Court that it spoke wrongly.

To summarize: IBM said it had no ESI, when in fact
it did.



Thoroughly investigate all instances of ethical quandaries
faced by
IBM over the last fifteen years. Some people say there is
nothing to be done, but I say that others have faced
greater
problems than dealing with the ethics of an already pretty
good company. Getting rid of slavery for one (okay, that
was
150 years ago), resolving death squads and apartheid by
having
Truth Commissions, handling sexual improprieties in the US
Congress, balancing the rights of poor and wealthy
citizens.
Let us go the extra distance and make IBM's Code
of Conduct a document to be proud of, which reflects the
honest aspirations of its best employees, its worthy
management
and directors, and of course its shareholders who care for
these concerns and more. I ask for your vote for Director
in
IBM's Board and for the Shareholder Proposal to revise the
Code
of Conduct in the coming year in an open and honest
fashion,
using the best minds of not just IBM's constituents, but
also
of scholars, academics, business leaders and politicians.
This
will be a Code of Conduct that can work in the 21st
century. No
more will the powerful IBM fight just people who are racist
and who do not pay their bills, but also chide and penalize
those
who break the honest standards set by IBM. This will
not be like Enron, where Ken Lay allowed a transgression by
a "top performer," thus abandoning his supposed ethics. The
film "Enron: The Smartest Guys in the Room[2005]" details
how
this path led to Enron's ruin, and that of its hardworking
employees, the community, and many hapless investors.


EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY CHANGE
YOUR VOTE
AT ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED
PROXY WITH A LATER DATE TO
_____________________ AT THE ADDRESS ON THE BACK COVER.
NOMINEE FOR DIRECTOR GENERAL
 The by-laws of IBM provide that the exact number of
directors shall be fixed by resolution of the Board.
According to
public information, the Board currently consists of ten
members having one-year terms.

THE LINDNER NOMINEE

 The information below concerning age and principal
occupation has
Been furnished by Peter Lindner

NAME AGE PRINCIPAL OCCUPATION
Peter Lindner 59 Computer Programmer

Mr. Lindner is currently an employee of Time Warner Cable
Company
in NYC, and has been at TWC since 2007. (This year, March
2009,
TWC became a separate company from Time Warner.) He
programs in
SAS (a statistical language used among many companies,
including
IBM), and Excel, among other computer
languages. Mr. Lindner has been a professional computer
person
for over 35 years, a SAS programmer for 25 years, and an
Excel (and Lotus 123) programmer/user for 15 years.

In between 2003 and 2007, Mr. Lindner worked as an
independent
consultant, after being laid off from IBM in 2003.  Mr.
Lindner
had 10 years worth of tenure at IBM, since Mr. Lindner
originally worked at IBM from 1973 to 1978, as a salesman
trainee, systems engineer, and also as a BAL (Basic
Assembly Language) mainframe programmer for IBM's operating
system (ACP Airline Control Program,
now known as TPF for Transaction Processing Facility) and
with
a forgotten language APL.  In the past
fifteen years, Mr. Lindner's specialty has been statistical
programming, risk management, direct mail, and systems
analysis.

Mr. Lindner joined American Express (Amex) in 1990, worked
in Amex Travel Related Services, then
Amex Bank Headquarters in NYC, and then back to TRS for
Risk
Management. Mr. Lindner helped with various models,
including
working with his manager to create Amex's first Bankruptcy
Model,
which became operational even at its early stages, and was
later
productionized with a team of consultants into its current
form.
Mr. Lindner used Continuous Process Improvement (CPI) to
build
a small reporting system into a quickly responsive
production system of 90+ measures of credit card
performance -
this latter lead to saving the Optima card which was to
have
been killed by conventional average losses. The reporting
system showed that the losses were less each year, and were
now
positive with its learning curve (a slight reference to
this was
made in Amex's Annual Report).

Mr. Lindner has two degrees from the Massachusetts
Institute of
Technology (MIT), both undergraduate and from their
business
school, with a concentration in both finance and management
information systems.

Peter Lindner

DATE OF
TRANSACTION AMOUNT OF COMMON SHARES PURCHASED (P) / SOLD
(S)
1990-1998 34* (P)

*approximately

PETER LINDNER RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF
THE
PETER LINDNER LISTED BELOW AND
IN FAVOR OF THE ETHICS PROPOSAL AND
NOT RETURN IBM'S PROXY CARD TO IBM AND
NOT VOTE IN FAVOR OF THE NOMINEES OF IBM.

QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE ENCLOSED
Gold
PROXY
CARD SHOULD BE DIRECTED TO:
_______________________
________________________,
______________________
CALL
1-212-979-9647
____________

VOTING
 Based on public information, the Board has fixed the close
of
business on Febuary 27, 2010 as the record date for the
determination of the Stockholders entitled to notice of and
to
vote at the Annual Meeting. Based the latest available
public information, there were approximately 1,320 million
shares of common stock outstanding on June 2009. The
holders of
a majority of such shares, represented in person or by
proxy,
shall constitute a quorum at the Annual Meeting. A quorum
is
necessary before business may be transacted at the Annual
Meeting except that, even if a quorum is not present, the
Stockholders present in person or by proxy shall have the
power
to adjourn the meeting from time to time until a quorum is
present. Each Stockholder entitled to vote shall have the
right
to one vote for each share of common stock outstanding in
such Stockholder's name. Directors are to be elected by a
plurality of the votes cast at the Annual Meeting. With
respect
to any other matter that may properly be brought before the
Annual Meeting, the affirmative vote of a majority of the
votes
cast by Stockholders entitled to vote thereon is required
to take
action, unless a greater percentage is required either by
law or
by IBM's certificate of incorporation or by-laws. In
determining the number of votes cast with respect to any
voting matter, only those cast "for" or "withhold
authority"
are included.

Abstentions will be considered present and entitled to vote
at the
Annual Meeting but will not be counted as votes cast.
Accordingly,
abstentions will have no effect on the vote. Similarly,
where
brokers submit proxies but are prohibited and thus refrain
from
exercising discretionary authority in voting shares on
certain
matters for beneficial owners who have not provided voting
instructions with respect to such matters (commonly
referred to as
"broker non-votes"), those shares will be considered
present and
entitled to vote at the Annual Meeting but will not be
counted as
votes cast as to such matters and thus will have no effect
on the
vote. Execution and return of the enclosed Gold Proxy Card
will not affect a Stockholder's right to attend the Annual
Meeting and vote in person. Any Stockholder that executes
and
returns a Proxy Card has the right to revoke it by giving
notice
of revocation to the Secretary of IBM at any time before
the Proxy is voted.

Unless contrary instructions are indicated on the enclosed
Gold Proxy Card, all shares of common stock represented by
valid Proxies received pursuant to this solicitation (which
have not been revoked as described above) will be voted

(a) FOR the election of Peter Lindner, and
(b) in favor of the Lindner shareholder proposal to revise
the IBM
Code of Conduct and
(c) to vote against a director at the discretion of the
Proxy
holder(s), on
such other business as may properly come before the Annual
Meeting,
including any adjournment(s) or postponements(s) thereof.

 IF YOU WISH TO VOTE FOR PETER LINDNER, YOU MUST EXECUTE
AND
RETURN THE ENCLOSED Gold PROXY CARD AND SHOULD NOT EXECUTE
OR
RETURN IBM'S PROXY CARD. DO NOT RETURN ANY PROXY
CARD OTHER THAN THE Gold PROXY CARD. IF YOU RETURN MORE
THAN
ONE PROXY CARD THERE IS A RISK THAT YOUR SHARES WILL NOT BE
VOTED AS YOU DESIRE, BECAUSE ONLY THE LATEST DATED PROXY
CARD YOU
SUBMIT COUNTS.

 EVEN AFTER YOU HAVE SUBMITTED YOUR PROXY, YOU MAY CHANGE
YOUR VOTE
AT
ANY TIME BEFORE THE MEETING BY SENDING A DULY EXECUTED
PROXY WITH A
LATER
DATE TO ______________________ AT THE ADDRESS ON THE BACK
COVER.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM,
BANK OR
NOMINEE ON THE RECORD DATE, ONLY IT CAN VOTE YOUR SHARES
AND ONLY
UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.

PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND
GIVE
INSTRUCTIONS FOR YOUR SHARES TO BE VOTED ON THE Gold PROXY
CARD
FOR PETER LINDNER.
YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY
IMPORTANT.

PLEASE SIGN AND DATE THE ENCLOSED Gold PROXY CARD AND
RETURN
IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY.

INFORMATION CONCERNING PERSONS WHO MAY SOLICIT PROXIES

Under the applicable regulations of the Securities and
Exchange
Commission, Mr. Lindner is deemed to be a "participant" in
our
solicitation of proxies. The name, business address and
principal occupation of each of Mr. Lindner appears earlier
in
this Proxy Statement. Except as described in this Proxy
Statement, neither the Participant nor any of his
respective
affiliates or associates (together, the "Participant
Affiliates"), (i) directly or indirectly beneficially owns
any
securities of IBM or of any subsidiary of IBM or
(ii) has had any relationship with IBM in any capacity
other than as a Stockholder, with the exception of the
lawsuit
filed in Federal Court mentioned in the Shareholder
Proposal.
Furthermore, except as described in this Proxy Statement,
neither
the Participant nor any Participant Affiliate is a party to
any
transaction or series of transactions since January 1,
2006,
or has knowledge of any currently proposed transaction or
series of transactions, (i) to which IBM or any of its
subsidiaries was or is to be a party, (ii) in which the
amount
involved exceeds $100,000, and (iii) in which the
Participant or
Participant Affiliate had or will have, a direct or
indirect
material interest. Except as described in this Proxy
Statement,
neither the Participant nor any Participant Affiliate has
entered
into any agreement or understanding with any person
respecting
any (i) future employment by IBM or its affiliates or
(ii) any transactions to which IBM or any of its
affiliates will or may be a party. Except as described in
this
Proxy Statement, there are no contracts, arrangements or
understandings by the Participant or Participant Affiliates
within the past year with any person with respect to any
capital stock of IBM.

COST AND METHOD OF SOLICITATION
 Mr. Lindner will bear the cost of this solicitation. While
no
precise estimate of this cost can be made at the present
time, we
currently estimate that we collectively will spend a total
of
approximately $5,000 for our solicitation of proxies,
including expenditures for attorneys, solicitors and
advertising,
printing, transportation and related expenses. As of June
12,
2009, we have incurred proxy solicitation expenses and
legal
expenses of approximately $8,000 (precise number
confidential).

We expect to seek reimbursement from IBM for our expenses
in connection with this solicitation. In addition to
soliciting
proxies by mail, proxies may be solicited in person or by
telephone, telecopy, e- mail or the Internet. We will also
reimburse brokers, fiduciaries, custodians and other
nominees, as well as persons holding stock for others who
have
the right to give voting instructions, for out-of- pocket
expenses incurred in forwarding this Proxy Statement and
related
materials to, and obtaining instructions or authorizations
relating to such materials from, beneficial owners of
Company
capital stock. We will pay for the cost of these
solicitations,
but these individuals will receive no additional
compensation for
these solicitation services. We have retained the proxy
solicitation firm of ADP at customary fees, plus reasonable
out-
of-pocket expenses, to participate in the solicitation of
proxies
and revocations, up to $1,000. We also have agreed to
indemnify
_________________ against certain liabilities and expenses.



We estimate that no employees of IBM will be involved
in the solicitation of proxies on my behalf, since
IBM has successfully filed in Federal Court to stop
communication between Mr. Lindner and any employee of
IBM, and has further required that there be no oral
communication but if there is written communication, it
must be
censored and passed through IBM's attorney (the firm
of Kelley Drye & Warren LLP).

ADDITIONAL INFORMATION

Certain information regarding common stock held by IBM's
directors, nominees, management and 5% stockholders is
contained in
IBM's proxy statement and is incorporated herein by
reference.

Information concerning the date by which proposals of
security
holders intended to be presented at the next annual meeting
of
stockholders of IBM must be received by IBM
for inclusion in IBM's proxy statement and form of
proxy for that meeting is also contained in IBM's proxy
statement and is incorporated herein by reference. We
assume no
responsibility for the accuracy or completeness of any
information contained herein which is based on, or
incorporated by
reference to, IBM's proxy statement.

PETER LINDNER

[June 12, 2009]

IMPORTANT

PLEASE REVIEW THIS DOCUMENT AND THE ENCLOSED MATERIALS
CAREFULLY.
YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY OR HOW FEW
SHARES OF COMMON STOCK YOU OWN.
1. If your shares are registered in your own name, please
sign,
date
and mail the enclosed Gold Proxy Card to
_____________________.
in the postage- paid envelope provided today.

2. If you have previously signed and returned a proxy card
to
IBM., you have every right to change your vote.
Only your latest dated card will count. You may revoke any
proxy
card already sent to IBM Inc. by signing, dating
and mailing the enclosed Gold Proxy Card in the postage-
paid envelope provided. Any proxy may be revoked at any
time
prior to the 2010 Annual Meeting by sending a new proxy
card to
________________________ or the Secretary of IBM,
Inc.,
or by voting in person at the 2010
Annual Meeting.

3.
If your shares are held in the name of a brokerage firm,
bank
nominee or Other institution, only it can sign a Gold Proxy
Card with respect to your shares and only after receiving
your
specific instructions. Accordingly, please sign, date and
mail
the enclosed Gold Proxy Card in the postage- paid envelope
provided, and to ensure that your shares are voted, you
should
also contact the person responsible for your account and
give
instructions for a Gold Proxy Card to be issued
representing your shares.

4. After signing the enclosed Gold Proxy Card do not sign
or
return IBM's proxy card unless you intend to change your
vote, because only your latest dated proxy card will be
counted.

If you have any questions about giving your proxy or
require
assistance,
please call Mr. Lindner at

____________________________
1-212-979-9647

Moreover, the website mentioned above:
www.IBMTruth.com
will have additional documents, evidence, transcripts, etc,
subject
only to what IBM can get the Court to disallow, as IBM has
tried
in the past (and succeeded in April 2007) to stop me from
speaking
at the Shareholder Meeting, and has tried again this year
to stop
me (details upon request).


IN OPPOSITION TO THE BOARD OF DIRECTORS OF
IBM COMPANY
PROXY FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF PETER LINDNER

The undersigned hereby appoints Peter Lindner as proxy for
the
undersigned with full power of substitution, to vote all
shares of
beneficial interest of IBM, Inc. (the "Company")
which the undersigned is entitled to vote at IBM's
2010 Annual Meeting of Stockholders, and any postponements
or
adjournments thereof, hereby revoking all prior proxies, on
the matters set forth below as follows:

 PETER LINDNER RECOMMENDS A VOTE FOR SHAREHOLDER ETHICS
PROPOSAL
5.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER
DIRECTED. IF A CHOICE IS NOT SPECIFIED, THE PROXY WILL BE
VOTED
FOR
THE NOMINEE LISTED BELOW.

[X] Please mark your votes as in this example.
1.
Election of Peter Lindner as Director whose term expires in
2008:

[ ]FOR nominee (except as marked below)
[ ]FOR Shareholder Ethics Proposal (except as marked below)
* WITHHOLD AUTHORITY for all nominees
* FOR AUTHORITY for CERTAIN nominees

(INSTRUCTION: To withhold authority to vote for one or more
nominees, mark
FOR
above and print the name(s) of the person(s) with respect
to whom
you wish to withhold authority OR for other nominees in the
space provided below.)

________________________________________________________


_______________________________________________________


2.
To act upon any other matters that may properly come before
the
meeting.

 PLEASE MARK YOUR VOTES (ON REVERSE SIDE), SIGN, DATE AND
RETURN
THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.

 Please sign exactly as your name appears on this Proxy.
When
shares are held by joint tenants, both should sign. When
signing
as attorney, executor, administrator, trustee or guardian,
please give your full title. If a corporation, please sign
in
full corporate name by President or other authorized
officer.
If a partnership, please sign in partnership name by the
authorized person.

Date: April ________, 2010

______________________________

Signature of Stockholder

_______________________________

Signature of Stockholder

Dates Referenced Herein and Documents Incorporated By
Reference
This PREC14A Filing

Date

Other Filings




15