Rule 14d-10

Equal Treatment of Security Holders

a. No bidder shall make a tender offer unless:

1. The tender offer is open to all security holders of the class of securities subject to the tender offer; and

2. The consideration paid to any security holder pursuant to the tender offer is the highest consideration paid to any other security holder during such tender offer.

b. Paragraph (a)(1) of this section shall not:

1. Affect dissemination under Rule 14d-4; or

2. Prohibit a bidder from making a tender offer excluding all security holders in a state where the bidder is prohibited from making the tender offer by administrative or judicial action pursuant to a state statute after a good faith effort by the bidder to comply with such statute.

c. Paragraph (a)(2) of this section shall not prohibit the offer of more than one type of consideration in a tender offer, Provided, That:

1. Security holders are afforded equal right to elect among each of the types of consideration offered; and

2. The highest consideration of each type paid to any security holder is paid to any other security holder receiving that type of consideration.

d. If the offer and sale of securities constituting consideration offered in a tender offer is prohibited by the appropriate authority of a state after a good faith effort by the bidder to register or qualify the offer and sale of such securities in such state:

1. The bidder may offer security holders in such state an alternative form of consideration; and

2. Paragraph (c) of this section shall not operate to require the bidder to offer or pay the alternative form of consideration to security holders in any other state.

e. This section shall not apply to any tender offer with respect to which the Commission, upon written request or upon its own motion, either unconditionally or on specified terms and conditions, determines that compliance with this section is not necessary or appropriate in the public interest or for the protection of investors.