---

---

•	Remove the Office of the Chairman management structure and clarify that the Chairman may be with or without executive responsibilities (Articles IX and X);

•	Remove the officer positions of Executive Vice Chairmen of the Board, and Chief Executive Officer of the Oil and Gas Business (Former Articles XII and XIV);

•	Clarify the duties and powers of Chairman of the Board (Article X) and of the Chief Executive Officer (Article XI);

•	Remove director meeting attendance fees (Article VII);

•

Enhance advance notice provisions to (1) clarify that stockholders who follow the procedures for including stockholder proposals in the Company’s proxy statement under Rule 14a-8 have satisfied the advance notice requirements, (2) elicit additional information from stockholder proponents, including information about derivative positions, and (3) permit stockholders to provide advance notice of nominations to be made at a special meeting of stockholders at which directors are to be elected pursuant to the Company’s notice of meeting (Article IV, Sections 10 and 11);

•	Remove the address of registered office as such is not required by the Delaware General Corporation Law (Article I);

•	Clarify quorum requirements and voting standards (Article IV, Section 3);

•	Permit certain actions by electronic transmission in accordance with changes to the Delaware General Corporation Law (Article IV, Section 4; Article V, Section 3; Article VIII, Section 4; and Article XXIV);

---

•	Add the Chief Executive Officer as an officer entitled to call a special meeting of stockholders (in addition to Chairman, any Vice Chairman and President) (Article IV, Section 7)

•	Add the proxy access by-law provision discussed above approved by stockholders at the Annual Meeting (Article IV, Section 12);

•	Address the treatment of abstentions and broker non-votes consistent with New York Stock Exchange Rule 452 (Article IV, Section 15);

•	Permit directors to resign upon the occurrence of a future event, and streamline the director and officer resignation provisions to provide for notice to the “corporation” (instead of a list of board members or officers) by delivery of notice to the Secretary (Article V, Section 3);

•	Conform the list of officers that may be appointed by the board of directors to the list in Article XIII of the By-Laws (Article IX);

•	Remove the Chief Executive Officer as an officer permitted to sign stock certificates, which now conflicts with the Delaware General Corporation Law (Article XVIII);

•	Remove Advisory Director provision (Former Article IX);

•	Add a provision requiring stockholders initiating action by written consent to ask the board of directors to set a record date, which would (1) make a stockholder-initiated consent solicitation proceed in a more orderly and efficient manner, and (2) provide the Company with additional time to determine how to respond to the consent solicitation (Article XX, Section 3); and

•	Clarify the indemnification provisions to track the language in Article EIGHTH of the Company’s Amended and Restated Certificate of Incorporation and clarify that the indemnification and expense advancement rights vest upon commencement of service (Article XXVI).

---

Proposal 2:	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016.

Proposal 3:	Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Proposal 4:	Approval of an amendment to the Company’s amended and restated by-laws to implement stockholder proxy access.

Proposal 5:	Approval of an amendment to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of common stock.

Proposal 6:	Approval of an amendment to the Company’s amended and restated certificate of incorporation to clarify that any director may be removed with or without cause.

---

Proposal 8:	Stockholder proposal requesting a report on the company’s enhanced oil recovery operations.

---

---