~~Section 1.~~ ~~Designation and Amount. The shares of such series shall be designated as “Series B Junior Participating Preferred Stock” (the “Series B Preferred Stock”) and the number of shares constituting~~


(4)	The terms “owned,” “owning,” and other variations of the word “own,” when used with respect to a stockholder or beneficial owner, shall have correlative meanings.


(d)	Maximum Number of Nominees.

(1)

The maximum number of Nominees nominated by all Nominating Stockholders that will be included in the Company’s proxy materials for an annual meeting of stockholders shall not exceed the greater of two (2) Nominees or twenty-five percent (25%) of the number of Directors in office (rounded down to the nearest whole number) as of the last day on which a Nomination Notice may be delivered pursuant to this Section 2.14 with respect to the annual meeting. In the event that one or more vacancies for any reason occurs on the Board after the deadline for submitting a Nomination Notice but before the date of the annual meeting, and the Board resolves to subsequently reduce the size of the Board in accordance with this vacancy, the maximum number of Nominees permitted shall be calculated based on the number of Directors in office as so reduced.


(2)	This maximum number of Nominees shall be reduced by the number of Nominees who are subsequently withdrawn or who the Board itself decides to nominate for election at such annual meeting.

(3)

Any Nominating Stockholder submitting more than one Nominee for inclusion in the proxy materials pursuant to this Section 2.14 shall rank such Nominees based on the order that the Nominating Stockholder desires such Nominees to be selected for inclusion in the proxy statement in the event that the number of Nominees for any annual meeting of stockholders exceeds the maximum number of Nominees permitted. In the event that the number of Nominees submitted by Nominating Stockholders exceeds the maximum number permitted, the highest ranking Nominee submitted from each Nominating Stockholder will be selected, going in order of the amount (largest to smallest) of shares of common stock of the Company as disclosed as owned in each Nominating Stockholder’s Nomination Notice. This process of selecting the highest ranked Nominee remaining from each Nominating Stockholder shall be repeated until the maximum number of Nominees is reached. If, after the deadline for submitting a Nomination Notice, a Nominating Stockholder becomes ineligible, withdraws its nomination, or a Nominee becomes unwilling or unable to serve on the Board, whether before or after the mailing of the definitive proxy statement, then the nomination shall be disregarded, and the Company (i) shall not be required to include in its proxy statement or on any ballot or form of proxy the disregarded Nominee or any successor or replacement nominee proposed by any Nominating Stockholder and (ii) may otherwise communicate to its stockholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that the Nominee will not be included in the proxy statement or on any ballot or form of proxy and such Nominee’s election will not be voted on at the annual meeting.


(e)	Nomination Notice.

(1)

In order to nominate a Nominee for election to the Board of Directors pursuant to this Section 2.14, the Nominating Stockholder must submit to the Secretary of the Company at the principal executive office of the Company all of the information and documents described in this subsection (collectively, the “Nomination Notice”) no later than the close of business on the ninetieth (90th) calendar day, nor earlier than the one hundred twentieth (120th) calendar day prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that if no annual meeting (or special meeting in lieu of an annual meeting) was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) calendar days from the anniversary of the preceding year’s annual meeting date (or date of the special meeting in lieu of an annual meeting), a written Nomination Notice shall be delivered to the Secretary of the Company not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on either the 90th day prior to such annual meeting or the 10th day following the first public announcement of the date of such annual meeting, whichever is later.


(2)	The following information shall be included in the Nomination Notice in order to be effective:


(i)	the written consent of each Nominee to be named in the Company’s proxy materials as a Nominee and to serve as a Director if elected;


(ii)	if desired, a statement for inclusion in the proxy statement in support of the Nominee’s election to the Board, provided that such statement shall not exceed five hundred (500) words and shall fully comply with Section 14 of the Exchange Act and the rules and regulations thereunder, including Rule 14a-9;


(iii)	a copy of the Schedule 14N (or any successor form) relating to the Nominee, completed and filed with the SEC by the Nominating Stockholder as applicable, in accordance with SEC rules; and


(iv)	a written notice of the nomination that includes and certifies the following additional information, agreements, representations and warranties by the Nominating Stockholder (including, in the case of a group, each group member) and Nominee:

~~A-3~~B-4

Appendix B


(A)	the information, representations, agreements and director qualifications required with respect to the nomination of Directors pursuant to Section 2.6 of these Bylaws;


(B)	the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor form) if it existed on the date of submission of the Schedule 14N;


(C)	the details of any position the Nominee held as an Officer or Director of a competitor of the Company within the three years preceding the date of the Nomination Notice;

(D)

in the case of a nomination by a group of stockholders or beneficial owners that together constitutes a Nominating Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related to the nomination, including withdrawal of the nomination, and receive all communications, notices, and inquiries from the Company concerning the nomination;


(E)	a representation and warranty that the Nominating Stockholder satisfies the eligibility requirements to be an Eligible Holder set forth in this Section 2.14, has provided certified evidence of ownership including the number of shares of common stock owned and duration of ownership, and intends to continue to satisfy the eligibility requirements through the date of the annual meeting;


(F)	a representation and warranty that the Nominating Stockholder acquired its shares in the ordinary course of business and not with the intent to influence or change control of the Company, and currently does not hold such intent;


(G)	a representation and warranty that the Nominating Stockholder will not use any proxy card other than the Company’s proxy card in soliciting stockholders in connection with the election of a Nominee at the annual meeting;


(H)	a representation and warranty that the Nominee was not nominated for election to the Board pursuant to this Section 2.14 at one of the Company’s two preceding annual meetings of stockholders and either withdrew or became ineligible or received a vote of less than 25% of the shares of common stock entitled to vote for such Nominee;


(I)	a representation and warranty that neither Nominee, nor Nominating Stockholder or any member of a group composing the Nominating Stockholder are aware of any information that would make the Nominee fail to meet the audit committee and compensation committee independence requirements under the rules of any stock exchange on which the Company’s securities are traded;


(J)	a representation and warranty that neither the Nominee nor the Nominating Stockholder or any member of a group composing the Nominating Stockholder are aware of any information that would make the Nominee fail to be a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule);


(K)	a representation and warranty that neither the Nominee nor the Nominating Stockholder or any member of a group composing the Nominating Stockholder are aware of any information that would make the Nominee fail to be an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision);


(L)	a representation and warranty that the Nominee is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act;


(M)	a representation and warranty that neither the Nominating Stockholder, nor any member of the group constituting the Nominating Stockholder, has been a Nominating Stockholder, or a member of a group constituting a Nominating Stockholder, whose Nominee was subsequently elected to the Board during the previous two annual meetings;

(N)

a representation and warranty that the Nominating Stockholder has not and will not engage in, and has not been and will not be a participant (as defined in Item 4 of the Exchange Act Schedule 14A) in, a solicitation within the meaning of the Exchange Act Rule 14a-1(1), in support of the election of any individual as a Director at the upcoming annual meeting other than its Nominee or a nominee of the Board, or otherwise participated in or supported a proxy contest pursuant to Sections 2.5 and 2.6 of these Bylaws; and


(O)	a representation and warranty that the Nominating Stockholder will provide facts, statements, and other information in all communications with the Company and its stockholders that are or will be true and correct in all material respects and do not and

B-5

~~Table of Contents~~

Appendix B

will not omit to state a material fact necessary in order to make the ~~Series~~statements made, in light of the circumstances in which they were made not misleading;


(v)	An executed agreement, in a form deemed satisfactory by the Board or its designee, acting in good faith, pursuant to which the Nominating Stockholder (including each group member) agrees to:


(A)	comply with all laws, rules, regulations and listing standards applicable to any solicitation in connection with the annual meeting;


(B)	assume all liability stemming from any legal or regulatory violation arising out of the Nominating Stockholder’s communications with the stockholders of the Company or out of the information that the Nominating Stockholder provided to the Company;

(C)

indemnify and hold harmless the Company and each of its Directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its Directors, officers or employees arising out of any nomination submitted by the Nominating Stockholder pursuant to this Section 2.14;


(D)	file all materials described below in Section 2.14(f)(3) with the SEC, regardless of whether any such filing is required under Exchange Act Regulation 14A, or whether any exemption from filing is available for such materials under Exchange Act Regulation 14A; and

(E)

in the event that any information included in the Nomination Notice, or any other communication by the Nominating Stockholder (including with respect to any group member, in the case of a group), with the Company, its stockholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or due to a subsequent development omits a material fact necessary to make the statements made not misleading), or that the Nominating Stockholder (including any group member) has failed to continue to satisfy the eligibility requirements described in Section 2.14(b)(1), to promptly (and in any event within 48 hours of discovering such misstatement or omission) notify the Company and any other recipient of such communication of the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission;


(vi)	An executed agreement, in a form deemed satisfactory by the Board or its designee, acting in good faith, pursuant to which the Nominee agrees:


(A)	to provide to the Company, prior to the annual meeting, such other information as it may reasonably request;


(B)	that the Nominee has read and agrees, if elected, to serve as a member of the Board, to adhere to the Corporation’s policies and guidelines applicable to Directors;


(C)	that if elected, the Nominee’s Board membership would not violate applicable state or federal law or the rules of any stock exchange on which the Company’s securities are traded;


(D)	that the Nominee is not and will not become a party to any voting commitment that has not been disclosed to the Company or any voting commitment that could limit or interfere with the Nominee’s ability to comply, if elected as a Director of the Company, with his or her fiduciary duties under applicable law;

(E)

that the Nominee is not and will not become a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Company, in each case in connection with candidacy, election or service as a Director of the Company that has not been disclosed to the Company other than agreements providing only for indemnification and/or reimbursement of out-of-pocket expenses in connection with candidacy or election as a Director (but not, for the avoidance of doubt, in connection with service as a Director) or any pre-existing employment agreement a candidate has with his or her employer (not entered into in contemplation of the employer’s investment in the Company or such employee’s candidacy as a Director); and


(F)	that the Nominee will provide facts, statements and other information in all communications with the Company and its stockholders that are or will be true and correct in all material respects (and shall not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading).


(3)	The information and documents required by Section 2.14(e)(2) to be provided by the Nominating Stockholder shall be provided with respect to and executed by each group member, in the case of information

B-6

Appendix B ~~Preferred Stock~~

applicable to group members, and shall be ~~300,000. Such number of shares may be increased or decreased by resolution of the Board of Directors;~~ provided, that no decrease shall reduce the number of shares of Series B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Preferred Stock.

~~Section 2.~~ ~~Dividends and Distributions~~.

(A) Subject to the rights of the holders of any shares of Series A Convertible Exchangeable Preferred Stock of the Corporation or of any other series of Preferred Stock (or any similar stock) ranking prior and superior to the Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred Stock, in preference to the holders of shares of common stock, par value $2.50 per share of the Corporation (the “Common Stock”), and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the shares of Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the ~~first Quarterly Dividend Payment Date, since the first issuance~~persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series B Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the shares of Common Stock (other than a dividend payable in shares of Common Stock); provided that,successor item) in the ~~event no dividend~~case that a Nominating Stockholder or distribution shall have been declared on the shares of Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the Series B Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such sharesgroup member is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends of such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for determination of holders of shares of Series B Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Preferred Stock in an ~~amount less than the total amount of such dividends at~~entity.


(4)	The Nomination Notice shall be deemed submitted on the date on which all the information and documents referred to in this Section 2.14 (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to or, if sent by mail, received by the Secretary of the Company.

(5)

A Nominating Stockholder providing a Nomination Notice pursuant to this Section 2.14 for an annual meeting of stockholders shall further update and supplement the Nomination Notice, if necessary, so that the information provided or required to be provided in such Nomination Notice pursuant to this Section 2.14 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of such annual meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Company not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such annual meeting.


(f)	Additional Requirements. An Eligible Holder intending to become a Nominating Stockholder must:

(1)

within five business days after the date of the Nomination Notice, provide one or more written statements from the record holder(s) of the shares required to satisfy the eligibility requirements of Section 2.14(b)(1) and from each intermediary through which these shares are or have been held, in each case during the requisite three-year holding period, specifying the number of shares that the Eligible Holder (and each member of the group constituting the Eligible Holder) owns, and has owned continuously for three years;


(2)	include in the Schedule 14N filed with the SEC a statement certifying that it owns and has owned these required shares in compliance with this Section 2.14;

(3)

file with the SEC any solicitation or other communication by or on behalf of the Eligible Holder relating to the Company’s annual meeting of stockholders, one or more of the Company’s Directors or Director nominees or any stockholder Nominee, regardless of whether any such filing is required under Exchange Act Regulation 14A or whether any exemption from filing is available for such solicitation or other communication under Exchange Act Regulation 14A; and


(4)	as to any group of funds whose shares are aggregated for purposes of constituting an Eligible Holder, within five business days after the date of the Nomination Notice, provide documentation reasonably satisfactory to the Company that demonstrates that the funds satisfy Section 2.14(b)(1).


(g)	Exceptions to Inclusion.

(1)

Notwithstanding anything to the contrary contained in this Section 2.14, the Company may omit from its proxy statement any Nominee and any information concerning such Nominee (including a Supporting Statement) and no vote on such Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Company), and the Nominating Stockholder may not, after the last day on which a Nomination Notice would be timely under Section 2.14(e)(1), cure in any way any defect preventing the nomination of the Nominee, if:


(i)	the Nominating Stockholder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the meeting of stockholders to present the nomination submitted pursuant to this Section 2.14 or the Nominating Stockholder withdraws its nomination;


(ii)	the Board, acting in good faith, determines that such Nominee’s nomination or election to the Board would result in the Company violating or failing to be in compliance with the Company’s Bylaws, organizing documents, or applicable law, rule or regulation to which the Company is subject, including any rules or regulations of any stock exchange on which the Company’s securities are traded;

(iii)

the Company is notified, or the Board acting in good faith determines, that a Nominating Stockholder has failed to continue to satisfy the eligibility requirements described in Section 2.14, that any of the representations and warranties made in the Nomination Notice cease to be true and accurate in all material respects (or omits a material fact necessary to make the statement not misleading), that the Nominee becomes unwilling or unable to serve on the Board, or that any material violation or breach occurs of the obligations, agreements, representations or warranties of the Nominating Stockholder or the Nominee under this Section 2.14;


(iv)	the Eligible Holder who has nominated such Nominee has engaged in or is currently engaged in a “solicitation” within the meaning of Rule 14a-1(l) (without reference to the exception in Section 14a-(l)(2)(iv)) (or any successor rules) with respect to the annual meeting, other than with respect to the Nominee or any nominee of the Board;


(v)	the Nominee’s candidacy or, if elected, Board membership would violate applicable state or federal law or the rules of any stock exchange on which the Company’s securities are traded;

~~A-4~~B-7

~~Table of Contents~~Appendix B

the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

~~Section 3.~~ ~~Voting Rights. The holders of shares of Series B Preferred Stock shall have the following voting rights:~~

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series B Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series B Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) Except as set forth herein, or as otherwise provided by law, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock as set forth herein) for taking any corporate action.

~~Section 4.~~ ~~Certain Restrictions~~.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock;

(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase or

~~A-5~~

~~Table of Contents~~

otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of stock ranking on a parity with the Series B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

~~Section 5.~~ ~~Reacquired Shares~~. Any shares of Series B Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

~~Section 6.~~ ~~Liquidation, Dissolution or Winding Up~~. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series B Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except distributions made ratably on the Series B Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the shares of Common Stock payable in shares of shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

~~Section 7.~~ ~~Consolidation, Merger, etc~~. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series B Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each

~~A-6~~

~~Table of Contents~~

share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

~~Section 8.~~ ~~No Redemption. The shares of Series B Preferred Stock shall not be redeemable.~~

~~Section 9.~~ ~~Rank~~. The Series B Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation’s Preferred Stock including without limitation the Corporation’s Series A Convertible Exchangeable Preferred Stock.

~~Section 10.~~ ~~Amendment~~. The Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series B Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series B Preferred Stock, voting together as a single class.

~~FIFTH: This corporation is to have perpetual existence.~~

~~SIXTH: The private property of the stockholders shall not be subject to the payment of corporate debts to~~ ~~any extent whateverthe fullest extent permitted by law~~.

~~SEVENTH: In addition to the powers conferred by statute~~, the board of directors is expressly authorized to (a) make, alter, amend and repeal the bylaws and (b) have one or more offices outside of Delaware and keep the books and records of the corporation in any of such offices, except as prohibited by law.

~~The stockholders shall have no preemptive right to subscribe to any stock of the corporation.~~

EIGHTH: No director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this article Eighth shall be prospective only, and shall not affect, to the detriment of any director, any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.4. This Restated Certificate of Incorporation was duly adopted by the Board of Directors in accordance with Section 245 of the General Corporation Law of the State of Delaware.

~~NINTH: Unless and except to the extent that the bylaws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.~~

8. ~~This~~ ~~Amended and~~ ~~Restated Certificate of Incorporation was duly adopted~~ ~~by the Board of Directors~~ ~~in accordance with~~ ~~the provisions of~~ ~~Sections~~ ~~242 and~~ ~~245 of the General Corporation Law of the State of Delaware.~~

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~~Table of Contents~~

~~IN WITNESS WHEREOF~~, ~~said~~ ~~Westmoreland Coal Company has caused this~~ ~~Amended and Restated C~~c~~ertificate~~ ~~of Incorporation~~ ~~to be~~ ~~signed by Theodore E. Worcester, its Senior Vice President,executed by its duly authorized officer on~~ ~~this~~ ~~21st~~ ~~___ day of~~ ~~February_____,~~ ~~19952015~~


(vi)	the Nominee:


(A)	was nominated for election to the Board pursuant to this Section 2.14 at one of the Company’s two preceding annual meetings of stockholders and either withdrew or became ineligible or received a vote of less than 25% of the shares of common stock entitled to vote for such Nominee;


(B)	is or has been, within the past three years, an Officer or Director of a competitor;


(C)	does not qualify as independent under the rules of the primary stock exchange on which the Company’s securities are traded, any applicable rules of the SEC and any publicly disclosed standards used by the Board in determining independence of the Company’s Directors;


(D)	does not meet the audit committee independence requirements under the rules of any stock exchange on which the Company’s securities are traded;


(E)	does not meet the definition of an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision);


(F)	does not meet the definition of “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule);


(G)	is or has been subject to any event specified in Rule 506(d) of Regulation D (or any successor rule) under the Securities Act or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act; or


(H)	is a named subject of a pending criminal proceeding (excluding traffic violations and minor offenses) or has been convicted in such a criminal proceeding within the past ten (10) years.


(2)	In addition, notwithstanding anything to the contrary contained in this Section 2.14, the Company may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the supporting statement of the Nominee included in the Nomination Notice, if the Board in good faith determines that:


(i)	such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading; or


(ii)	the inclusion of such information in the proxy statement would otherwise violate the SEC proxy rules or any other applicable law, rule or regulation.


(3)	The Company may solicit against, and include in the proxy statement its own statement relating to, any Nominee.

(4)

Any Nominee who is included in the Company’s proxy materials for a particular annual meeting of stockholders but either (i) withdraws from or becomes ineligible or unavailable for election at the annual meeting for any reason, including for the failure to comply with any provision of these Bylaws or (ii) does not receive a number of votes cast in favor of his or her election at least equal to twenty-five percent (25%) of the shares present in person or represented by proxy and entitled to vote in the election of Directors, will be ineligible to be a Nominee for the next two annual meetings (or special meeting in lieu of an annual meeting).

(h)

Interpretation. The Board (and any other person or body authorized by the Board) shall have the power and authority to interpret this Section 2.14 and to make any and all determinations necessary or advisable to apply these provisions, including but not limited to whether a stockholder or beneficial owner qualifies as an Eligible Holder, whether a Nomination Notice complies with the requirements of Section 2.14(e), whether a Nominee satisfies the qualifications and requirements of this Section 2.14, and whether any and all requirements of this Section 2.14 or other sections of these Bylaws have been satisfied. Any such interpretation or determination adopted in good faith by the Board (or any other person or body authorized by the Board) shall be binding on all persons, including the Company and its stockholders and beneficial owners.


(i)	Exclusive Method for Proxy Access. This Section 2.14 shall be the exclusive method for stockholders to include nominees for Director in the Company’s proxy materials.

~~WESTMORELAND COAL COMPANY~~

~~Theodore E. Worcester~~

~~Name:~~

~~Title:~~

~~A-8~~B-8



Westmoreland Coal Company	VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com
WESTMORELAND COAL COMPANY 9540 SOUTH MAROON CIR. SUITE 200 ENGLEWOOD, CO 80112 ATTN: JENNIFER S. GRAFTON	Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/~~WLB2015~~WLB2016 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
	VOTE BY PHONE - 1-800-690-6903
	Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
	VOTE BY MAIL
	Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.



WESTMORELAND COAL COMPANY			For All	Withhold All	For All Except	To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
	The Board of Directors recommends you vote FOR the following:
	1. Election of Directors		o	o	o
	Nominees:
	01) ~~Keith E. Alessi~~Kevin A. Paprzycki	~~05) Richard M. Klingaman~~04) Robert C. Flexon					07) Terry J. Bachynski
	02) Gail E. Hamilton	~~06)~~05) Craig R. Mackus					08) Robert C. Scharp
	03) Michael G. Hutchinson	~~07)~~06) Jan B. Packwood					09) Robert A. Tinstman
	~~04) Terry J. Bachynski~~	~~08) Robert C. Scharp~~
	The Board of Directors recommends you vote FOR proposals 2, 3 , 4 and 4.5.						For	Against	Abstain
	2) Advisory approval of Westmoreland Coal Company's executive compensation.						o	o	o
	3) Ratification of the appointment of Ernst & Young LLP as principal independent auditor for fiscal year ~~2015.~~2016.						o	o	o
	4) Approval of ~~certain amendments~~the Amendment to the Westmoreland Coal ~~Company's Certificate of Incorporation.~~Company 2014 Equity Incentive Plan.						o	o	o
	~~The Board~~5) Approval of ~~Directors recommends you vote AGAINST proposal 5.~~a proxy access amendment to Westmoreland Coal Company's Bylaws.						o	o	o

	~~5) If properly presented at the meeting, vote on shareholder proposal regarding proxy access.~~						o	o	o
	~~NOTE:~~ ~~Such other business as may properly come before the meeting or any adjournment thereof.~~

	Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

	Signature [PLEASE SIGN WITHIN BOX]		Date		Signature (Joint Owners)			Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Combined Document is available at www.proxyvote.com.

WESTMORELAND COAL COMPANY

Annual Meeting of Stockholders

May ~~19, 2015~~17, 2016 8:30 AM

This proxy is solicited by the Board of Directors

The undersigned hereby constitutes and appoints Jennifer S. Grafton as true and lawful agent and proxy with power of substitution, to represent the undersigned and to vote all shares of Common Stock held by the undersigned at the Annual Meeting of Stockholders to be held via live webcast at www.virtualshareholdermeeting.com/~~WLB2015~~WLB2016 on Tuesday, May ~~19, 2015,~~17, 2016, at 8:30 a.m. (mountain daylight time), and at any adjournments thereof, on all matters coming before said meeting as noted on the reverse side of the card.

This proxy, when properly executed, will be voted in the manner directed herein. If no directions are given, this proxy will be voted in accordance with the Board of Directors' recommendations. IN ~~THEIR~~HER DISCRETION, THE ~~PROXIES ARE~~PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY AND PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The ~~proxies~~proxy cannot vote the shares unless ~~they~~you sign and return this card.

Continued and to be signed on reverse side



o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12



þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 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:



o		Fee paid previously with preliminary materials.
o		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:



BOARD AND OTHER GOVERNANCE INFORMATION
2014Eight member Board of Directors
~~Size~~Seven of ~~Board~~	8
~~Number of~~Eight Directors are Independent ~~Directors~~	7
Diverse Board (as to Gender, Experience and Skills)	~~Yes~~
Annual Election of All Directors	~~Yes~~
Majority Voting for Directors	~~Yes~~
Separate Chairman & CEO	~~Yes~~
Independent Directors Meet Without Management Present	~~Yes~~
Annual Board Self-Evaluation Conducted by Independent Third-Party	~~Yes~~
Annual Equity Grant to Non-Employee Directors	~~Yes~~
Board Orientation Program	~~Yes~~
Code of Business Conduct and Ethics for Directors	~~Yes~~
Corporate Governance Guidelines for Directors	~~Yes~~
Annual Advisory Approval of Executive Compensation	~~Yes~~
Policy Prohibiting Use of Corporate Funds for Political Expenditures
~~Yes~~Director and Executive Prohibition on Hedging
Double-Trigger Change in Control Agreements with Executive Officers - Enacted 2015
Executive Compensation Clawback Policy - Enacted 2016
Management Backed Proxy Access Bylaw Proposal in 2016

			Say on Pay Vote
Annual Stock Holder Meeting	Approval Percentage
Annual Stockholder Meeting		Approval Percentage
2015		98.52%
2014	98.73%	98.73%
2013	98.49%	98.49%
2012	97.02%
2011	99.20%



~~Our Mission~~ ~~Westmoreland Coal Company is dedicated to diligently applying our mining expertise to attain economic advantages.~~ • ~~Leverage unique operations~~ • ~~Maximize transportation advantages~~ • ~~Identify and develop niche reserves~~ • ~~Cultivate unique partnerships~~ • ~~Sustain efficiency and standardization~~
		~~Our Values~~ ~~Our decisions and practices are guided by the values below. They are the core to who we are and how we behave as a company.~~ ~~To excel at the pillars of coal mining by~~: • ~~Uncompromised safety~~ • ~~Environmental stewardship~~ • ~~State-of-the-art mining techniques~~ ~~To exceed partner expectations by~~: • ~~Fair and collaborative approach~~ • ~~Community and tribal partnerships~~ • ~~Delivery of shareholder value~~ • ~~Agile and responsive interactions~~ • ~~Commitment focused - we do what we say~~ ~~To maintain a foundation of integrity by~~: • ~~Honest, transparent, and respectful communication~~ • ~~Highest legal and ethical standards~~ • ~~Pride in our work and our company~~ • ~~Dedication to diversity - respect and honor all~~


1.	~~The election of eight~~To elect nine directors to the Board of Directors to serve for a one-year term;


2.	~~Advisory approval of~~To approve, on an advisory basis, Westmoreland Coal Company's executive ~~compensation;~~compensation of Named Executive Officers;


3.	~~The ratification of~~To ratify the appointment of Ernst & Young LLP as ~~principal~~Westmoreland Coal Company's independent ~~auditor~~registered public accounting firm for fiscal year ~~2015;~~2016;


4.	~~Vote on~~To approve the ~~approval of certain amendments~~first amendment to the Westmoreland Coal ~~Company's Certificate of Incorporation;~~Company 2014 Equity Incentive Plan (the "2014 Plan");


5.	~~Vote on~~To approve a ~~shareholder proposal, if properly presented at the Annual Meeting of Stockholders;~~proxy access amendment to Westmoreland Coal Company's Bylaws; and


6.	To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.



	By Order of the Board of Directors,

	By Order of the Board of Directors, Jennifer S. Grafton SVP, Chief Administrative Officer and Secretary


ü	No employment agreements for executive officers; all executive officers are at-will employees, subject to certain rights to which they are entitled in the event that they are terminated in connection with a change of control of our business;


ü	No company aircraft or company-provided vehicles, other than vehicles used at mine operation sites;


ü	No gross-ups;


ü	No SERPS, defined benefit plans or other executive-only retirement plans;


ü	Our long-term incentive awards ~~included~~include performance-vested restricted stock units whose value is based on achievement of three-year targets;



(1)	~~Mr. Paprzycki also acted as Treasurer throughout 2014 before relinquishing the role~~Westmoreland announced on February ~~20, 2015.~~26, 2016, the nominations of Messrs. Flexon and Tinstman for election to the Board at the 2016 Annual Meeting. These nominations are intended to fill the seat vacated by Mr. Klingaman's retirement and the newly created ninth seat on the Board.
(2)	~~Ms. Grafton acted as General Counsel and Secretary during 2014, before being promoted to Senior Vice President, Chief Administrative Officer and Secretary~~Mr. Klingaman announced on ~~November 20, 2014.~~February 26, 2016, that he will retire from the Board at the end of his current term, which concludes at the 2016 Annual Meeting.
(3)	~~Mr.~~ On December 1, 2015, Messrs. Paprzycki, Schadan ~~was Senior Vice President, Canada Operations, before being promoted~~and Veenstra were appointed to ~~Executive Vice President on August 1, 2014,~~their current positions, as further described in the Compensation Discussion and ~~then President - Canada Operations on March 13, 2015.~~
~~(4)~~	~~Mr. Micheletti was Senior Vice President, Coal Operations, before being promoted to Executive Vice President on August 1, 2014.~~Analysis sectionunder the heading "Executive Transition."


ü	Executive compensation subject to our Clawback Policy; and


ü	We require our executive officers to have significant ownership of company stock.



	Page
General Information about the ~~the 2015~~2016 Annual Meeting of Stockholders	1

Questions and Answers about the ~~2015~~2016 Annual Meeting of Stockholders	1

Directors and Executive Officers	5

Corporate Governance	78

Committees of the Board of Directors	910

Director Compensation	1315

Beneficial Ownership of Securities	1417

Section 16(a) Beneficial Ownership Reporting Compliance	1518

Equity Compensation Plan Information	1619

Compensation Discussion and Analysis	1720

Executive Compensation for ~~2014~~2015	3032

Certain Transactions	3638

Overview of Proposals	3638

Additional Information	4350

Miscellaneous	4450

Appendix A - First Amendment to Westmoreland Coal Company 2014 Equity Incentive Plan	A-1A-1

Appendix B - Proxy Access Bylaw Amendment	B-1


Name	Age	Director/ Executive Officer Since	Position	Age	Director/ Executive Officer Since	Position
Keith E. Alessi	60	2007	Director; Chief Executive Officer
Terry J. Bachynski	57	2014	Director - Independent	58	2014	Director - Independent
Robert C. Flexon⁽¹⁾				57	—	Nominated for Director - Independent
Gail E. Hamilton	65	2011	Director - Independent	66	2011	Director - Independent
Michael G. Hutchinson	59	2012	Director - Independent	60	2012	Director - Independent
Richard M. Klingaman(2)	79	2006	Director - Independent; Chairman of the Board	80	2006	Director - Independent; Chairman of the Board
Craig R. Mackus	63	2013	Director - Independent	64	2013	Director - Independent
Jan B. Packwood	71	2011	Director - Independent; Vice Chairman of the Board	72	2011	Director - Independent; Vice Chairman of the Board
Robert C. Scharp	68	2011	Director - Independent	69	2011	Director - Independent
Kevin A. Paprzycki	44	2008	Chief Financial Officer
Robert A. Tinstman⁽¹⁾				69	—	Nominated for Director - Independent
Kevin A. Paprzycki⁽³⁾				45	2008	Director; Chief Executive Officer
John A. Schadan(3)				50	2014	President and Chief Operating Officer
Jason W. Veenstra⁽³⁾				37	2015	Chief Financial Officer and Treasurer
Jennifer S. Grafton	39	2011	Senior Vice President, Chief Administrative Officer and Corporate Secretary	40	2011	Senior Vice President, Chief Administrative Officer and Corporate Secretary
John A. Schadan(3)	49	2014	President Canada Operations
Joseph E. Micheletti	49	2011	Executive Vice President	50	2011	Executive Vice President



Name⁽¹⁾	Fees Earned Or Paid In Cash($)	Grant Date Fair Value of Stock Awards($)⁽²⁾	Total Compensation ($)
Keith E. Alessi	—	—	—
Terry J. Bachynski⁽²⁾	33,925	69,558	103,483
Gail E. Hamilton	84,624	90,021	174,645
Michael G. Hutchinson	100,206	90,021	190,227
Richard M. Klingaman	124,733	90,021	214,754
Craig R. Mackus	88,221	90,021	178,242
Jan B. Packwood	103,303	90,021	193,324
Robert C. Scharp	104,144	90,021	194,165



(1)	Neither Mr. Alessi, ~~did not receive~~nor Mr. Paprzycki, received any additional compensation for ~~his~~ services as a director. Mr. Alessi retired from the Board effective December 1, 2015, at which point Mr. Paprzycki was elected to fill the vacant position.
(2)	An equivalent of $90,000 of restricted stock units ~~were~~was awarded to each non-employee director elected to the Board in May ~~2014.~~2015. The restricted stock units vest on May ~~20, 2015. Mr. Bachynski was elected to the Board on August 8, 2014, and received both a prorated equity award at that time and a prorated cash retainer at the end of the third quarter.~~19, 2016.



Type of Compensation		Amount
Annual Cash Retainer		$~~55,000~~75,000
Annual Stock Award Retainer (restricted stock units with one-year vest)		$90,000 stock equivalent
Annual Chairman of the Board Premium		$55,000
Annual Retainer for Committee Chair:
Audit Committee		$~~15,000~~20,500
Compensation and Benefits Committee		$~~15,000~~19,500
Nominating and Corporate Governance Committee		$~~8,000~~12,500
Environmental, Health and Safety Committee		$10,500
Annual Retainer for Serving on a Committee:
Audit Committee		$~~10,000~~15,500
Compensation and Benefits Committee		$~~7,500~~12,000
Nominating and Corporate Governance Committee		$~~5,000~~9,500
~~Attendance at Board or~~Environmental, Health and Safety Committee ~~Meeting (in-person~~)		$~~1,500 per meeting~~7,500
~~Attendance at Board or~~Executive Committee ~~Meeting (telephonic~~)		$~~1,000 per meeting~~3,750



Name of Beneficial Owner	Common Stock	% of Common
5% or Greater Equity Holders
Jeffrey L. Gendell⁽¹⁾	1,087,377	6.12%
Charles L. Frischer⁽²⁾	997,521	5.61%
BlackRock Inc.⁽³⁾	965,412	5.43%
Officers and Directors
Terry J. Bachynski⁽⁴⁾	1,573	*
Gail E. Hamilton⁽⁵⁾	22,136	*
Michael G. Hutchinson⁽⁵⁾	14,269	*
Richard M. Klingaman⁽⁵⁾	32,479	*
Craig R. Mackus⁽⁵⁾	10,244	*
Jan B. Packwood⁽⁵⁾	22,136	*
Robert C. Scharp⁽⁵⁾	22,136	*
Keith E. Alessi⁽⁶⁾	361,404	2.02%
Robert P. King⁽⁷⁾	46,066	*
Kevin A. Paprzycki⁽⁸⁾	33,507	*
Jennifer S. Grafton⁽⁹⁾	17,759	*
Joseph E. Micheletti⁽¹⁰⁾	27,641	*
John A. Schadan	754	*
Directors and Executive Officers as a Group (13 persons)	612,104	3.41%



* Percentages of less than 1% are indicated by an asterisk
(1)	~~According to~~Based solely on the review of a Schedule 13 G/A filed on January 22, 2016. The Schedule 13G/A was filed by The Mangrove Partners Master Fund, Ltd. (the "Master Fund"), The Mangrove Partners Fund, L.P. (the "US Feeder"), The Mangrove Partners Fund (Cayman), Ltd. (the "Cayman Feeder"), Mangrove Partners, Mangrove Capital and Nathaniel August (the "Mangrove Reporting Persons"). The Mangrove Reporting Persons beneficially own 1,894,608 shares with shared dispositive power and shared voting power. The principal place of business for each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August, is 645 Madison Avenue, New York, NY 10022. The principal place of business for each of the Cayman Feeder and the Master Fund is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.



(2)	Based solely on the review of a Schedule 13D/A filed ~~December 10, 2014,~~on March 2, 2016, Mr. Gendell owns 549,000 shares of common stock of which he has sole voting and dispositive power. In addition, Tontine Capital Partners, L.P. and other limited partnerships and limited liability companies that are affiliates of Tontine Capital Partners, L.P. own ~~538,377~~1,156,436 shares of common stock. Mr. Gendell is either a managing member of, or a managing member of the general partner of, these limited partnerships and limited liability companies and has shared voting and dispositive power over these shares. All of the foregoing shares may be deemed to be beneficially owned by Mr. Gendell. Mr. Gendell disclaims beneficial ownership of these shares for purposes of Section 16(a) under the Exchange Act, or otherwise, except as to shares directly owned by Mr. Gendell or representing Mr. Gendell’s pro rata interest in, and interest in the profits of, these limited partnerships and limited liability companies. The address for Mr. Gendell is 1 Sound Shore Drive, Greenwich, CT 06830.
~~(2)~~(3)	~~According to~~Based solely on the review of a Schedule ~~13D~~13G filed ~~March 4, 2015,~~January 8, 2016, DG Capital Management, LLC and Mr. ~~Frischer directly, or through his IRA, owns 985,211~~Dov Gertzulin beneficially own 1,522,260 shares of ~~commons stock of~~ which ~~he has sole~~they each have shared dispositive and voting ~~and dispositive~~ power. Mr. ~~Frischer is also the sole general partner~~Gertzulin serves as managing member of ~~the Libby Frischer Family Partnership, a New York partnership (the "Partnership"), which owns 12,130 shares of common stock with sole voting~~DG Capital LLC. Mr. Gertzulin and ~~dispositive power. Mr. Frischer does not~~DG Capital LLC each disclaim beneficial ownership of these shares except to the extent his or its pecuniary interest therein. The address for each reporting person is 460 Park Avenue, 22nd Floor, New York, NY 10022.
(4)	Based solely on the review of a Schedule 13G filed on February 12, 2016, Boston Partners, as an investment adviser, has the sole power to vote 739,360 shares ~~owned~~and the sole power to dispose of 1,270,558 shares. Boston Partners’ principal business address is One Beacon Street – 30th Floor, Boston, Massachusetts 02108.
(5)	Based solely on the review of a Schedule 13D/A filed on February 19, 2016. The Schedule 13D/A was filed by the ~~Partnership. Mr. Frischer's address~~following entities: (i) Venor Capital Master Fund Ltd (“VCMF Ltd”), (ii) Venor Capital Management LP (“ VCM LP”), (iii) Venor Capital Management GP LLC (“VCMGP LLC”), (iv) Jeffrey Bersh (“Bersh”) and (v) Michael Wartell (“Wartell” and collectively the "Venor Reporting persons"). The Venor Reporting Persons, with the exception of WCMF Ltd., beneficially own 1,136,369 shares with shared dispositive power and shared voting power. VCMF Ltd. beneficially owns 1,010,940 shares with shared dispositive power and shared voting power. VCM LP's principal place of business is ~~4404 52nd Avenue NE, Seattle, Washington 98105.~~

listed as 7 Times Square, Suite 4303, New York, NY 10036.
(6)
~~(3)~~	~~According to~~Based solely on the review of a Schedule 13G/A filed on ~~February 2, 2015,~~January 27, 2016, BlackRock Inc., a parent holding company of certain institutional investment managers registered under the Exchange Act and certain other entities, beneficially owns ~~965,412~~1,093,728 shares with sole dispositive power, and has sole voting power to 934,763 of those shares. The principal business address of BlackRock Inc. is 40 East 52nd street, New York, New York 10022.
~~(4)~~(7)	Includes ~~1,574~~8,152 shares of ~~restricted~~common stock ~~issued under our 2007 Employee~~held by Mr. Alessi and ~~Non-Employee Director Compensation Plan ("2007 Plan") that will vest on May 20, 2015.~~
~~(5)~~	~~Includes 3,244~~8,153 shares of ~~restricted~~common stock ~~issued under our 2007 Plan that will vest on May 20, 2015.~~
~~(6)~~	~~Includes 771~~indirectly held through an SEP Plan. Mr. Alessi owns 827 shares of common stock held by Prudential Retirement, as trustee of Westmoreland’s 401(k) ~~plan,~~plan. Additionally, includes 30,556 shares of common stock that may be purchased upon the exercise of options under our 2002 LTIP ~~Plan and~~Plan; 60,000 shares of common stock that may be purchase upon the exercise of options under our 2007 ~~Plan.~~Plan; and 21,131 shares of common stock Mr. Alessi may acquire through the Company's LTIP vesting April 1, 2016.
~~(7)~~(8)	Includes ~~2,307~~10,997 shares of common stock held by ~~Prudential Retirement, as trustee of Westmoreland’s 401(k) plan. All amounts reported for~~ Mr. ~~King are as of August 1, 2014, when he ceased to serve as President - U.S. Operations for Westmoreland.~~
~~(8)~~	~~Includes~~Paprzycki and 7,565 shares of common stock held by Prudential Retirement, as trustee of Westmoreland’s 401(k) plan, ~~and~~. Additionally, includes 7,000 shares of common stock that may be purchased upon exercise of options under our 2007 ~~Plan.~~Plan and 5,486 shares of common stock Mr. Paprzycki may acquire through the Company's LTIP vesting April 1, 2016.
(9)	Includes ~~5,898~~11,861 shares of common stock held by Ms. Grafton and 6,585 shares of common stock held by Prudential Retirement, as trustee of Westmoreland’s 401(k) ~~plan.~~plan, and 3,081 shares of common stock Ms. Grafton may acquire through the Company's LTIP vesting April 1, 2016.
(10)	Includes ~~3,832~~18,809 shares of common stock held by Mr. Micheletti and 4,831 shares of common stock held by Prudential Retirement, as trustee of Westmoreland’s 401(k) ~~plan,~~plan. Additionally, includes 5,000 shares of common stock that may be purchased upon exercise of options under our 2007 ~~Plan.~~Plan and 2,978 shares of common stock Mr. Micheletti may acquire through the Company's LTIP vesting April 1, 2016.
(11)	Includes 1,254 shares of common stock held by Mr. Schadan and 3,891 shares of common stock Mr. Schadan may acquire through the Company's LTIP vesting April 1, 2016.
(12)	Includes 207 shares of common stock held by Mr. Veenstra and 376 shares of common stock Mr. Veenstra may acquire through the Company's LTIP vesting April 1, 2016.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)	Weighted Average Exercise Price of Outstanding Options (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)	Weighted Average Exercise Price of Outstanding Options (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity plans approved by security holders	115,206⁽¹⁾	$22.35	465,415	113,706⁽¹⁾	$22.36	303,668
Equity plans not approved by security holders	12,543⁽²⁾	$24.79	—	8,810⁽²⁾	$25.14	—
Total	127,749	$22.59	465,415	122,516	$22.56	303,668⁽³⁾



(1)	The closing price of a share of our common stock as reported on The NASDAQ Stock Market on December 31, ~~2014,~~2015, was ~~$33.21.~~$5.88. On December 31, ~~2013,~~2015, there were 4,400 SARs outstanding and ~~110,806~~109,306 stock options outstanding from equity plans approved by security holders. Included are SARs to acquire 2,500 shares of common stock with an exercise price of $29.48 and 1,900 shares of common stock with an exercise price of $24.41. Also, included are ~~80,250~~78,750 stock options with an exercise price of $21.40 and 30,556 stock options with an exercise price of $24.12.
(2)	Includes SARs to acquire 8,810 shares of common stock with an exercise price of ~~$25.14 and SARs to acquire 3,733 shares of common stock at $23.99.~~$25.14.
(3)	~~Number~~The number of securities remaining available for future issuance is ~~also~~ as of December 31, ~~2014,~~2015, and already reflects the reservation of ~~613,480~~ shares for issuance to certain employees and directors upon the completion of certain time-based and performance-based vesting restrictions related to restricted stock units issued on ~~May 22, 2012, June 1, 2012,~~ April 1, 2013, May 21, 2013, May 20, 2014, June 2, 2014, April 1, 2015, and May ~~20, 2014.~~19, 2015.



Named Executive Officer	Officer Title
Mr. ~~Keith Alessi~~	Chief Executive Officer*
~~Mr.~~ Kevin Paprzycki	Chief ~~Financial~~Executive Officer
Mr. John Schadan	~~Executive Vice~~ President and Chief Operating Officer
Mr. ~~Joseph Micheletti~~Jason Veenstra	~~Executive Vice President~~Chief Financial Officer & Treasurer
Ms. Jennifer Grafton	Senior Vice President, Chief Administrative Officer and Corporate Secretary
Mr. ~~Robert King~~Joseph Micheletti	Executive Vice President
Mr. Keith Alessi	Former Chief Executive Officer*



Element of Executive Officer Compensation	Description	~~Purpose~~
Base Salary	Ongoing cash compensation based on the executive officer’s role. Salary levels are evaluated annually and are based on each executive’s role and responsibility, market data, applicable experience, unique skills, past performance, and future potential with us. Individual increases to base salary are not guaranteed for our ~~named executive officers~~Named Executive Officers and are provided only at the Committee’s discretion after a review of an individual’s performance and relevant market data.	● ~~Provide~~ Base salary is intended to provide a degree of financial certainty and stability. ● ~~Retention and attraction of executive talent.~~ ● ~~Recognize competitive market conditions and reward individual performance through periodic increases.~~
Annual Incentive Award	The annual incentive plan is intended to provide compensation for performance based on the achievement of strategic goals and objectives. The incentive pay is based on financial, safety and personal performance. If ~~the thresholds~~minimum performance for the financial and safety components are not met, then no payout is made for that particular component.	● ~~Motivate~~The annual incentive pay motivates our executive officers to achieve ~~key~~ annual goals and position Westmoreland for long-term success. ● ~~Flexibility to reward executives for individual performance and overall Company performance in the year.~~
Long-Term Awards	Long-term incentive awards are designed to align the interests of our executives with those of our stockholders. Awards are granted annually under our equity incentive plan. The performance-based awards vest upon the achievement of a preset three-year ~~cumulative~~performance measure. Current unvested outstanding awards are linked to either free cash flow ~~measure.~~or total stockholder return. The number of shares issued is ~~based~~determined by the Committee or Board on an annual basis and typically reflects a percentage of ~~the executive’s~~ base ~~salary divided by the stock price on the date of grant.~~	● ~~Provide an incentive for~~salary. Long-term awards incentivize our executive officers to achieve long-term, sustainable success for Westmoreland and to create stockholder value. ● ~~Attract, motivate, reward and retain executive talent.~~
Post-Employment Benefits	We have a severance policy that provides, under certain circumstances, executives with 12 months of base pay, in addition to 9 months of outplacement assistance and 12 months of health benefits at the same cost share as active employees. Payment is triggered upon: involuntary termination that is not for cause; the sale of a facility or division; or a position being relocated by at least fifty miles. ~~Otherwise, we do not guarantee or provide any other compensation or benefits~~All Named Executive Officers have also executed change in control agreements where upon termination after a change in control, as defined under the change in control agreements, Named Executive Officers are entitled to ~~our executives upon~~two times base pay and payment of their ~~departure.~~	● ~~Provide a degree~~target annual incentive plan payout, as well as an immediate vesting of ~~financial certainty and stability.~~ ● ~~Retention and attraction of executive talent.~~ ● ~~Recognize competitive market conditions~~ all unvested equity.



Executive Level	Multiple of Base Salary
Chief Executive Officer	3.0x
Named Executive Officers	1.5x



Access Midstream Partners	Alliance Holdings	Alliance Resource Partners
Arch Coal	~~Atwood Oceanics~~
~~Cal Dive International~~	Cloud Peak ~~Energy~~
~~CONSOL~~ Energy	Dril-Quip
Genesee & Wyoming	HEICO	Innospec
~~Bill Barrett~~Koppers Holdings	~~Forest Oil~~
Parker Drilling	Pioneer Energy Services
~~Innospec~~	~~Molycorp~~
Stillwater Mining	SunCoke Energy	Walter Energy



Responsible Party		Roles and Responsibilities
Compensation and Benefits Committee of the Board of Directors The Committee is currently comprised of four Independent Directors and reports to the Board.		● Retains independent counsel, consultants and other advisers to assist it in evaluating compensation or in otherwise discharging its responsibilities. ● Works with the CEO to set performance goals at the beginning of each year targeted to positively influence stockholder value and evaluates CEO performance in relation to those goals and overall performance of the Company. ● Determines and approves compensation for our executive officers. ● Reviews and approves overall compensation strategy and all programs in which our executive officers participate, including equity, bonus (including all performance-based goals), retirement and other benefit plans. ● Reviews compensation philosophy, metrics and amounts, and the results of stockholder say-on-pay votes, before establishing executive compensation. ● Considers comparable metrics in our peer group.
Consultant to the Compensation Committee Pay Governance, as an independent consultant retained directly by the Committee, provides consulting advice on matters of governance and executive compensation		● Provides advice and opinion on the appropriateness and competitiveness of our compensation programs relative to market practice. ● Performs all functions at the direction of the Committee. ● Attends Committee meetings. ● Provides advice regarding compensation decision-making governance. ● Provides market data, as requested. ● Consults on various compensation matters and recommends compensation program designs and practices. ● With the cooperation of management, works to conduct an assessment of the risks arising from our compensation programs. ● Confers with the CEO and CAO on compensation levels, incentives and goals.
Chief Executive Officer With the support of other members of the management team		● Works with the other executive officers to set personal performance goals at the beginning of each year targeted to positively influence stockholder value. ● Reviews performance of the other executive officers against the set goals and makes recommendations to the Committee with respect to their compensation. ● Confers with the Committee concerning design and development of compensation and benefit plans for Westmoreland employees. ● Recommends appropriate company-wide and mine ~~and power~~ financial and non-financial performance goals for the annual incentive program.



~~2014~~2015 Base Salaries for Named Executive Officers

Name	Position	Base Salary
~~Keith E. Alessi~~Kevin A. Paprzycki⁽¹⁾	Chief Executive Officer	$~~750,000~~500,000
~~Kevin~~ John A. ~~Paprzycki~~Schadan⁽¹⁾⁽²⁾	President and Chief Operating Officer	$273,700
Jason W. Veenstra⁽¹⁾⁽²⁾	Chief Financial Officer ~~and Treasurer~~	$~~330,000~~234,600
Jennifer S. Grafton	~~Senior Vice President,~~SVP, Chief Administrative Officer and Corporate Secretary⁽⁴⁾	$~~300,000~~330,000
Joseph E. Micheletti	Executive Vice President	$~~289,300~~300,000
~~John A. Schadan~~Keith E. Alessi⁽³⁾	~~President - Canada Operations~~	~~$243,713~~
~~Robert P. King~~⁽²⁾	Former President and Chief Executive Officer	$~~515,000~~800,000



(1)	Base salaries listed are as of the Executive Transition on December 1, 2015. Prior to their promotions, Mr. ~~Alessi became Executive Chairman~~Paprzicki's base salary was $450,000; Mr. Schadan's base salary was $234,600 and Mr. Veenstra's base salary was $187,680. Please see footnote (2) for further description of ~~Westmoreland in an employee capacity~~these salaries for our Canadian executives. As further described below, these officers' AIP awards and LTIP equity grants for 2015 are based on ~~January 17, 2014, and returned~~their compensation packages prior to the ~~role of Chief~~ Executive ~~Officer on March 21, 2014.~~Transition.
(2)	~~Mr. King acted as President~~Messrs. Schadan and ~~Chief Executive Officer of the Company until March 21, 2014. He later resigned on August 1, 2014.~~
~~(3)~~	~~Mr. Schadan is~~Veenstra are located in Westmoreland's corporate office in Edmonton, Alberta, and as such ~~his~~their cash compensation figures have been converted to U.S. dollar amounts throughout this Proxy Statement using the Bank of Canada full year conversion ~~rate on December 31, 2014,~~average for 2015 of ~~$.8627~~$0.7820 U.S. dollars per Canadian dollar, for comparability purposes only. ~~His~~Mr. Schadan's Canadian dollar cash salary amount was ~~$282,500 for 2014.~~set to $300,000 in February of 2015 and adjusted to $350,000 as part of the Executive Transition. Mr. Veenstra's Canadian dollar cash salary amount was set to $240,000 in February of 2015 and adjusted to $300,000 as part of the Executive Transition.
~~(4)~~(3)	~~Ms. Grafton acted~~On December 1, 2015, Mr. Alessi retired from his role as ~~General Counsel and Secretary for the bulk of fiscal year 2014. In mid-November, she was promoted to SVP and~~ Chief ~~Administrative~~Executive Officer and ~~retained~~transitioned to CEO - Emeritus where he will providing strategic support to both the ~~Secretary role. All~~Board of ~~Ms. Grafton's compensation for 2014 was determined based~~Directors and management, as well as maintaining key relationships and evaluating business development opportunities. Mr. Alessi has been on disability leave since the ~~General Counsel role.~~Executive Transition.