BOARD COMPOSITION

The Board shall consist of no more than 15 Directors, the majority of whom shall be independent under the rules of the New York Stock Exchange (the "NYSE") and the Securities and Exchange Commission. No director qualifies as “independent” unless the Board affirmatively determines that the Director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). It is anticipated that all Directors except the CEO, President or former CEO of the Company be independent Directors.

For purposes of this policy, the Board will not determine any director to be independent who has or has had any of the relationships set forth pursuant to NYSE Rule 303 A.02. The Company would explain in the next proxy statement the basis for any Board determination that a relationship was immaterial.

DIRECTOR QUALIFICATIONS

In addition to the standards set forth herein, a Director shall be of the highest moral integrity, and shall have significant managerial experience, either as a current or former senior executive of a publicly traded or privately held company or similar business experience or the senior position at an institution of higher learning. A director of the Company shall serve on the Board of Directors of no more than two other publicly traded companies, unless the Board has determined that such service on additional boards will not interfere with the Director’s discharge of their responsibilities to the Company.

DIRECTOR RESPONSIBILITIES

In addition to those responsibilities set forth in the applicable statutory and regulatory schemes governing the Company and Directors in general, it is expected that all Directors will thoroughly review meeting materials prior to the Meeting, and will make all reasonable efforts to attend each Board or Committee meeting upon which they serve, either in person or telephonically. The Board should conduct an annual review of the components and amount of Board compensation in relation to other similarly situated companies. Board compensation should be consistent with market practices but should not be set at a level that would call into question the Board's objectivity. The Company will not make substantial charitable contributions to organizations in which a director is affiliated (contributions in excess of $5000 shall be subject to the approval of the Nominating Committee), or enter into consulting contracts with a director.

The Board shall meet at regularly scheduled intervals, and the non-management directors shall also meet at regularly scheduled executive sessions without management present, choosing a Director to preside over such Executive Session if the Chairman is a management Director. The Company shall have at least a Nominating, Audit, Executive and Compensation Committee.

It is anticipated that Board members will not serve more than two consecutive four-year terms each, but in any event shall retire upon the termination of the four-year term in which he or she reaches the age of 70. If a Director changes his or her primary business or professional relationship, he or she shall volunteer to resign from the Board, such resignation to be effective if accepted by the Board.

The Board Committees should function to review in-depth the matters that are set forth in their respective charters, and the Chairman shall report the conclusions of their review to the full Board for its final decision. Unless expressly provided in the Committee charter, all Committee actions require Board ratification before they become binding. This allows for full Board disclosure and assures that an in-depth analysis has been made on the relevant issues.

To the extent practical, Committee Meetings should be held in conjunction with regularly scheduled Board Meetings. Either the Chairman of the Committee or the Chief Executive Officer may call a meeting.

The Chairman of each Committee should change every four years. The Compensation, Audit and Governance and Nominating Committees shall be comprised exclusively of independent Directors. If a member is in the final year of his or her term on the Board, an additional member shall be added to the Committee one year prior to the end of the retiring Director’s term to assure continuity of knowledge. Each Committee shall adopt a Charter to be approved by the Board, and shall meet at least once annually.

The Board shall at least annually conduct a self-evaluation to determine whether it and its Committees are functioning effectively.

The Board shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel and other experts or consultants as it deems appropriate, without seeking approval of Company management. In order for the Board to perform the responsibilities set forth herein, each member of the Board shall have full and free access to the Company’s officers and employees. Any meetings or contacts that a director wishes to initiate may be arranged through the Chief Executive Officer, the Secretary, or directly by the director. The directors will use their judgment to ensure that any such contact is not disruptive to the Company’s business operations and will, to the appropriate extent, copy the Chief Executive Officer on any written communications between a director and an officer or an employee.

The Company has an orientation program for new Board members that includes written materials, meeting with the General Counsel, and visits to Company facilities. Continuing education will involve periodic on-site visits, materials, and presentations as deemed appropriate by the Board and management.

SUCCESSION PLANNING

The Board shall approve and maintain a succession plan for the Chief Executive Officer, based upon recommendations from the Compensation Committee. The Compensation Committee shall make an annual report to the Board on succession planning for the Chief Executive Officer and recommend policies regarding succession in the event of an emergency or retirement of the Chief Executive Officer.

COMPENSATION COMMITTEE MEETINGS

The Compensation Committee shall meet at least twice a year for the review of officer compensation, and to fulfill its obligations under its charter.

AUDIT COMMITTEE

The Audit Committee should meet at least quarterly to fulfill its obligations under its charter.

GOVERNANCE AND NOMINATING COMMITTEE

The Nominating Committee should meet as needed so as to review the matters with which it has been charged.

EXECUTIVE COMMITTEE

The Executive Committee should meet on an as needed basis to review significant mergers, acquisitions, divestitures, capital restructuring and related issues prior to submission to the Board. Routine non-material matters considered by the Executive Committee do not require full Board approval.