Dear Shareholder:

Exhibit 99(c)

Dear Shareholder:

The enclosed Election Form and Form W-9 is being sent to you in connection with the Agreement of Reorganization and Merger, dated as of September 2, 2008 (the “Merger Agreement”), by and between First Merchants Corporation (“First Merchants”) and Lincoln Bancorp (“Lincoln”), pursuant to which, subject to the approval of Lincoln’s shareholders and the fulfillment of certain conditions, Lincoln will be merged with and into First Merchants. As a Lincoln shareholder, you have been asked to elect the form of merger consideration you wish to receive upon the completion of the merger and to send to the Election Agent the enclosed Election Form in accordance with the terms thereof. The proxy statement-prospectus related to the merger which was sent to you separately contains a more detailed description of the merger and the electio
n decision you are being asked to make.

It is important that you complete, execute and return the enclosed Election Form and Form W-9 to American Stock Transfer & Trust Company, LLC on or before             , 2008.

If you have any questions about this Election Form, please contact either First Merchants Corporation, Attn: Xxxxxxx X. Xxxxxxx, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000, (000) 000-0000, or Lincoln Bancorp, Attn: Xxxx X. Xxxx, 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000, (000) 000-0000.

Sincerely,

Xxxxx X. Xxxxx

Ex. 99(c)-1

Exhibit 99(c)

ELECTION FORM

Mail or deliver by hand or courier this Election Form to American Stock Transfer & Trust Company, LLC, the Election Agent for the merger:

If delivering by mail:   American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department X.X. Xxx 0000 Xxx Xxxx, Xxx Xxxx 00000-0000 If delivering by hand or courier:   American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 0000 00^xx Xxxxxx Xxxxxxxx, Xxx Xxxx 00000

Delivery shall be effected only upon proper delivery of this Election Form. The method you choose to deliver this Election Form is at your option and risk. Delivery to an address other than as set forth above does not constitute a valid delivery.

In connection with the Agreement of Reorganization and Merger, dated as of September 2, 2008 (the “Merger Agreement”), by and between First Merchants Corporation (“First Merchants”) and Lincoln Bancorp (“Lincoln”), pursuant to which, subject to the fulfillment of certain conditions, Lincoln will be merged with and into First Merchants, you have been asked to elect the form of merger consideration you wish to receive upon the completion of the merger and to send to the Election Agent this Election Form in accordance with the terms hereof.

Holders of Lincoln common stock are being given the opportunity to elect the form of consideration to be received by them in the merger. For a full discussion of the merger and the effect of this election and the possible proration of the merger consideration to be paid to holders of Lincoln common stock, see the proxy statement-prospectus, dated             , 2008 (the “Proxy Statement-Prospectus”), and the Merger Agreement, which is attached thereto as Appendix A. If you have any questions about this Election Form, please contact either First Merchants Corporation, Attn: Xxxxxxx X. Xxxxxxx, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000, (000) 000-0000, or Lincoln Bancorp, Attn: Xxxx X. Xxxx, 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000, (000) 000-0000.

This election governs the consideration that you, as a holder of Lincoln common stock, will receive if the merger is approved and consummated. This election may also affect the income tax treatment of the consideration that you receive.

Name(s) and Address of Registered Holder(s)

If there is any error in the name or address shown below, please make the necessary corrections

DESCRIPTION OF SHARES TO BE

SURRENDERED

(Please fill in. Attach separate schedule if needed

Certificate No(s)		Number of Shares
TOTAL SHARES F

Ex. 99(c)-2

Exhibit 99(c)

In order to make an election to receive either (i) 0.7004 shares of First Merchants common stock (the “Share Option”), subject to possible upward or downward adjustment as provided in the Merger Agreement, or (ii) $15.76 in cash (the “Cash Option”) for each Lincoln common share, you should complete Section A by checking the appropriate option. You may elect the Share Option for all of your Lincoln common shares, the Cash Option for all of your Lincoln common shares, or a combination of the Share Option for a portion of your Lincoln common shares and the Cash Option for a portion of your Lincoln common shares. For each option, you must specifically indicate in the blank provided by each option the number of your Lincoln common shares for which you wish to elect either the Share Option or the Cash Option. The number of shares of First Merchants common stock and the amount of cash payable in connection with the merger is subject to various limitations and prorations. Under certain circumstances, an election to receive the Share Option or the Cash Option may be converted into an election to receive the other type of consideration. Failure to indicate the number of shares for which you wish to elect either the Share Option or the Cash Option will result in an invalid election and will be treated as if you elected the Share Option for all shares you own. If you fail to make an election, you will be considered to have elected to receive the Share Option for your Lincoln shares, but if it is necessary to convert some Share Option elections to Cash Option elections under the proration provisions of the Merger Agreement, Lincoln shares for which no election was made will be the first to be changed from receiving the Share Option to receiving the Cash Option.

If you elect the Share Option and the application of the 0.7004 conversion ratio to your Lincoln common shares results in fractional shares of First Merchants common stock, you will receive cash for the fractional shares. No fractional shares of First Merchants common stock will be issued to Lincoln shareholders. The price of the fractional shares for which you will receive cash will equal the average of the closing price of the common stock of First Merchants as reported by Bloomberg, L.P. for the twenty (20) NASDAQ trading days preceding the fifth (5^th) calendar day prior to the closing date of the merger of Lincoln into First Merchants pursuant to the Merger Agreement.

The 0.7004 conversion ratio is subject to possible upward or downward adjustment as described in the Merger Agreement and the Proxy Statement-Prospectus.

In the event the Share Option and Cash Option elections submitted by Lincoln shareholders would entitle Lincoln’s shareholders to receive in the aggregate 3,576,417 or less shares of First Merchants common stock and $16,800,000 or less in cash, all valid Share Options elections and Cash Option elections of Lincoln shareholders shall be honored. In the event: (i) the Share Option elections would entitle Lincoln shareholders to receive in the aggregate more than 3,576,417 shares of First Merchants’ common stock; (ii) the Cash Option elections would entitle Lincoln shareholders to receive more than $16,800,000 in cash or (iii) the merger would not satisfy the “continuity of interest” rule applicable to tax-free reorganizations under the Internal Revenue Code of 1986, as amended (Continuity of Interest Rule), due to the amount of stock or cash that would be issuable in connection with the merger, certain of the Cash Option elections of the Lincoln shareholders may be converted into Share Option elections or certain of the Share Option elections of the Lincoln shareholders may be converted into Cash Option elections, as applicable.

In the event the Cash Option elections would entitle Lincoln shareholders to receive more than $16,800,000 in cash, the Cash Option elections will be converted to Share Option elections on a pro rata basis based on the number of Cash Option elections made by each shareholder (including the Lincoln ESOP only in limited circumstances as described below), but only to the extent necessary so that the total remaining number of Lincoln common shares covered by the Cash Option elections is such that the merger will result in cash payments of less than $16,800,000 in the aggregate and will satisfy the Continuity of Interest Rule. As a result of such provisions, certain Lincoln shareholders may receive less cash and more First Merchants common stock for their shares than they elected based on the choices made by the other Lincoln shareholders.

In the event the Share Option elections would entitle Lincoln shareholders to receive more than 3,576,417 shares of First Merchants common stock, all shares as to which no valid election was made (and which absent proration would be treated the same as Share Option elections) will be converted to Cash Option elections on a pro rata basis and, after all such shares are converted, the Share Option elections will be converted to Cash Option elections on a pro rata basis based on the number of Share Option elections made by each shareholder (including the Lincoln ESOP only in limited circumstances as described below), but only to the extent necessary so that the total remaining number of Lincoln common shares covered by the Share Option elections (and the non-elections, to the extent they are not all converted to Cash Option elections) is such that the merger will result in approximately 3,576,417 shares of First Merchants common stock being issued in connection with the merger and will satisfy the Continuity of Interest Rule. As a result of such provisions, certain Lincoln shareholders may receive less First Merchants common stock and more cash for their shares than they elected, and non-electing shareholders may receive a portion of their payment in cash, based on the choices made by the other Lincoln shareholders.

To be effective, this Election Form must be properly completed, signed and delivered to the Election Agent at the address above not later than 5:00 p.m., Eastern Time, on             , 2008 (the “Election Deadline”). We have enclosed a pre-addressed envelope for your convenience. Please allow ample time for delivery.

Lincoln common shares for which an Election Form is not timely received or ever received or which are otherwise invalid elections will be treated as if the holder elected the Share Option for all shares owned. First Merchants and the Election Agent shall determine the validity of elections submitted by holders of Lincoln common stock. You will receive consideration for shares only upon the completion of the merger and your subsequent surrender of the certificate(s) representing such shares as instructed by First Merchants in a letter of transmittal to be mailed to each Lincoln shareholder of record following completion of the merger.

Ex. 99(c)-3

Completing and returning this Election Form does not have the effect of casting a vote with respect to the adoption of the Merger Agreement at the Special Meeting of Lincoln shareholders. In order to vote on the Merger Agreement, you should complete, sign and return the proxy card delivered with the Proxy Statement-Prospectus or vote in person at the Special Meeting of Lincoln shareholders.

ELECTION

I hereby elect to receive the following as consideration for my shares of Lincoln common stock. I understand that a holder who fails to make an election will be deemed to have elected the Share Option with respect to his or her shares.

¨    CASH OPTION

shares of Lincoln common stock converted into cash payment of $15.76 per share of Lincoln common stock (subject to proration as described herein and in the Merger Agreement and Proxy Statement-Prospectus).

(insert number)

¨    SHARE OPTION

shares of Lincoln common stock converted into 0.7004 shares of First Merchants common stock per share of Lincoln common stock (subject to adjustment and proration as described herein and in the Merger Agreement and Proxy Statement-Prospectus).

(insert number)

Ex. 99(c)-4

IMPORTANT TAX INFORMATION

Under the Federal income tax law, a non-exempt shareholder is required to provide the Election Agent with such shareholder’s correct Taxpayer Identification Number (“TIN”) on the Form W-9 included herein. If the certificate(s) are in more than one name or are not in the name of the actual owner, consult the enclosed Form W-9 instructions for additional guidance on which number to report. Failure to provide the information on the form may subject the surrendering shareholder to 28% federal backup withholding tax on the payment of any cash. If the Election Agent is not provided with a TIN before payment is made, the Election Agent will withhold 28% on all payments to such surrendering shareholders of any cash consideration due for their former shares. Please review the enclosed instructions to Form W-9 for additional details on what Taxpayer Identification Number to give the Election Agent.

To prevent backup withholding, holders that are not United States Holders should (i) submit a properly completed IRS Form W-8BEN, or other applicable form, to the Election Agent, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. IRS Forms W-8BEN, or other applicable form, may be obtained from the Election Agent.

Certain holders (including, among others, corporations and certain foreign holders) are exempt recipients not subject to these backup withholding requirements. To avoid possible erroneous backup withholding, exempt United States Holders, while not required to file Form W-9, should complete and return the Form W-9.

For purposes of these instructions, a “United States Holder” is (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation (including an entity taxable as a corporation) or partnership created or organized under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income tax regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

See the enclosed instructions to Form W-9 for additional information and instructions.

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY FEDERAL TAX ADVICE CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE; (B) THE ADVICE IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTION OR THE MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Ex. 99(c)-5

INSTRUCTIONS

TO

ELECTION FORM

Please follow these instructions carefully when completing this Election Form.

1. ELECTION DEADLINE. To be effective, a properly completed Election Form must be received by the Election Agent not later than 5:00 p.m., Eastern Time, on the Election Deadline. Holders of Lincoln common stock whose Election Forms are not properly submitted by the Election Deadline (or who revoke their Election Forms, unless a contrary election is submitted by the holder within the period during which elections are permitted to be made) will be deemed to have elected the Share Option. See Instruction 4 below.

2. DESCRIPTION OF CERTIFICATES. Insert in the box on the Election Form the shareholder information requested. If this shareholder information is already provided in the box on the Election Form, confirm the information provided and make any necessary corrections. Insert in the box on the Election Form the certificate number(s) that represent your ownership of Lincoln shares and the number of shares of Lincoln common stock represented by each such certificate. If this certificate information is already provided in the box on the Election Form, confirm the information provided and make any necessary corrections. If the space provided in the box on the Election Form is insufficient, attach a separate sheet referencing the box on the first page of the Election Form and listing this information.

3. ELECTION OPTIONS. Please indicate on the Election Form whether you would like to receive in exchange for each share of your Lincoln common stock the Cash Option, the Share Option or some combination of both options. Note that the exact fraction of a share of First Merchants common stock and amount of cash you receive in exchange for each share of Lincoln common stock will be calculated using formulas stated in the Merger Agreement and described in the Proxy Statement-Prospectus. Please see the section entitled “The Merger—Exchange of Lincoln Common Shares” in the Proxy Statement-Prospectus for information about the allocation of consideration and the calculation of the conversion ratio.

All elections made by Lincoln shareholders will be subject to reallocation and proration as described in the Merger Agreement and in the Proxy Statement-Prospectus if the available cash or the available First Merchants common stock is oversubscribed. As a result, we cannot assure you that you will receive the form of consideration that you elect to receive. Please see the section entitled “The Merger—Exchange of Lincoln Common Shares” in the Proxy Statement-Prospectus for information about possible prorations.

None of First Merchants, Lincoln, or the Election Agent makes any recommendation about whether a holder should elect to receive cash, First Merchants common stock, or a combination of First Merchants common stock and cash in the merger. Each holder must make his or her own decision about the election, bearing in mind the consideration received and the tax consequences of the election chosen.

4. CHANGE OR REVOCATION OF ELECTION. A holder of Lincoln common stock who has made an election may, at any time before the Election Deadline, change the election by submitting a new Election Form, accompanied by a dated note stating that the new Election Form replaces the prior Election Form, in accordance with the procedures described herein, if received by the Election Agent before the Election Deadline, or revoke the holder’s election by providing written notice to the Election Agent by 5:00 p.m., Eastern Time, not later than the business day immediately before the Election Deadline.

5. NON-ELECTING STOCK. Holders of Lincoln common stock who fail to submit a properly completed Election Form by the Election Deadline, or who revoke their previously submitted Election Form without timely submitting a new Election Form, will be deemed to have made a “non-election.” Holders of Lincoln common stock who are deemed to have made a non-election will be deemed to have elected the Share Option in accordance with the terms of the Merger Agreement and the Proxy Statement-Prospectus.

6. FORM W-9. Please refer to the instructions accompanying the enclosed Form W-9 to determine if you are exempt from backup withholding and, if so, how to complete the Form W-9. All United States persons (including resident alien individuals) that elect the Cash Option must complete the Form W-9 and return it to the Election Agent at the address for delivery of the Election Form. Nonresident alien individuals and certain foreign entities that elect the Cash Option and are not subject to backup withholding or are subject to a reduced rate of backup withholding should complete the appropriate Form W-8 and return it to the Election Agent at the address for delivery of the Election Form before any cash payment is made by the Election Agent. An appropriate Form W-8 and its accompanying instructions may be obtained at any Internal Revenue Service office. FAILURE TO PROVIDE THE ELECTION AGENT BY THE TIME OF ANY CASH PAYMENT BY THE ELECTION AGENT A COMPLETED FORM W-9 MAY SUBJECT SUCH A SHAREHOLDER THAT ELECTS THE CASH OPTION TO 28% FEDERAL INCOME TAX BACKUP WITHHOLDING ON SUCH CASH PAYMENT BY THE ELECTION AGENT.

7. METHOD OF DELIVERY. The method of delivery of the Election Form is at the option and sole risk of the holder. Delivery of this Election Form will be effected only upon proper delivery of the Election Form to the Election Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight delivery service is recommended.

8. DETERMINATIONS. All determinations concerning this Election Form, including determinations about the effectiveness of any elections or the computation of allocations, will be made by First Merchants and/or the Election Agent. First Merchants and/or the Election Agent shall have the right, in their sole and absolute discretion, to reject any and all Election Forms that are not in proper form and to waive any irregularities. Neither First Merchants nor the Election Agent is under any obligation to inform any holder of Lincoln common stock of any defect in an Election Form.

9. QUESTIONS. If you have questions regarding the Election Form, please contact either First Merchants Corporation, Attn: Xxxxxxx X. Xxxxxxx, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000, (000) 000-0000, or Lincoln Bancorp, Attn: Xxxx X. Xxxx, 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000, (000) 000-0000.

Ex. 99(c)-6

Print or type

See Specific Instructions on page 2.

Form W-9 (Rev. October 2007) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give form to the requester. Do not
send to the IRS.

Name (as shown on your income tax return)

Business name, if different from above

Check appropriate box:

¨

Individual/ Sole proprietor

¨

Corporation

¨

Partnership

¨

Exempt payee

¨ Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership)   u              ¨ Other (see instructions) u

Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

or

Employer identification number

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (XXX), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4.

Sign
Here Signature of
U.S. person  u Date  u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an XXX.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not

subject to the withholding tax on foreign partners’ share of effectively connected income

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

— An individual who is a U.S. citizen or U.S. resident alien,

— A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

— An estate (other than a foreign estate), or

— A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership

Cat. No. 10231X Form W-9 (Rev. 10-2007)

Form W-9 (Rev. 10-2007) Page 2

conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

— The U.S. owner of a disregarded entity and not the entity,

— The U.S. grantor or other owner of a grantor trust and not the trust, and

— The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.

Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called

“backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC). Check the “Limited liability company” box only and enter the appropriate code

Form W-9 (Rev. 10-2007) Page 3

for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided.

For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line.

For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the business name, sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any XXX, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 9
Broker transactions		Exempt payees 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends		Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1		Generally, exempt payees 1 through 7 2

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at xxx.xxx.xxx. You may also get this form by calling 0-000-000-0000. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at xxx.xxx.xxx/xxxxxxxxxx and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting xxx.xxx.xxx or by calling 0-000-XXX-XXXX (0-000-000-0000).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Form W-9 (Rev. 10-2007) Page 4

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2.

Signature requirements. Complete the certification as indicated in 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), XXX, Xxxxxxxxx ESA, Xxxxxx MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

		For this type of account:		Give name and SSN of:
1.		Individual		The individual
2.		Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account 1
3.		Custodian account of a minor (Uniform Gift to Minors Act)		The minor 2
4.		a.   The usual revocable savings trust (grantor is also trustee)		The grantor-trustee 1
		b.   So-called trust account that is not a legal or valid trust under state law		The actual owner 1
5.		Sole proprietorship or disregarded entity owned by an individual		The owner 3
		For this type of account:		Give name and EIN of:
6.		Disregarded entity not owned by an individual		The owner 3
7.		A valid trust, estate, or pension trust		Legal entity 4
8.		Corporate or LLC electing corporate status on Form 8832		The corporation
9.		Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
10.		Partnership or multi-member LLC		The partnership
11.		A broker or registered nominee		The broker or nominee
12.		Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

² Circle the minor’s name and furnish the minor’s SSN.

³ You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Form W-9 (Rev. 10-2007) Page 5

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

— Protect your SSN,

— Ensure your employer is protecting your SSN, and

— Be careful when choosing a tax preparer.

Call the IRS at 0-000-000-0000 if you think your identity has been used inappropriately for tax purposes.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to xxxxxxxx@xxx.xxx. You may also report misuse of the IRS name, logo, or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: xxxx@xxx.xxx or contact them at xxx.xxxxxxxx.xxx/xxxxxxx or 1-877-IDTHEFT(438-4338).

Visit the IRS website at xxx.xxx.xxx to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an XXX, or Xxxxxx MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.