"Say on Pay" for TARP Recipients

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On January 12, 2010, the Securities and Exchange Commission (the “SEC”) formally adopted amendments to the federal proxy rules to implement certain provisions of the Emergency Economic Stabilization Act of 2008 (“EESA”). Under Section 111(e) of EESA, companies that have received financial assistance pursuant to the federal government’s Troubled Asset Relief Program (“TARP”) are required to have a separate shareholder advisory vote on executive compensation during the period in which any obligation under TARP remains outstanding (a “TARP Recipient”).

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