• Board of Directors
  
  
• Independence - A majority of the members of the Board of Directors ("Board") shall be independent of management.
  
  
• Committees - The Board's standing Committees are: (i) Audit, (ii) Compensation, and (iii) Governance and Nominating, each with a written charter and composed entirely of independent directors.
  
  
• Sessions of the Independent Directors - At least twice each year the independent members of the Board shall meet in a separate executive session.
  
  
• Performance Review - The Board shall conduct an annual review of the CEO's performance, and review its own performance and the performance of its standing committees at least every two years.
  
  
• Board Role - The Board shall dedicate the major portion of three meetings each year to consideration, respectively, of the Company's annual operating plan, strategic plan, and management succession plan.
  
  
• Director Terms - Directors are elected for three-year, staggered terms. The Board has a retirement policy of age 70 or, in the case of a director first elected to a three-year term that would expire after the age of 70, the expiration of the three-year term. The Board has no term limit policy.
  
  
• Limit on Directorships - The Board has a guideline that directors should serve on no more than five boards of other publicly owned companies and on no more than three public company audit committees unless approved in advance by the Board of Directors; and there shall be no interlocking relationships between directors.
  
  
• Board Advisors - The Board and each committee of the Board shall have the power to hire independent legal, financial or other advisers.
  
  
• Conflicts of Interest - If any actual or perceived conflict of interest develops, the affected director shall immediately report such matter to the Chairman of the Board. Such conflicts will be addressed and disclosed in accordance with applicable law and the Company's policy on transactions with interested persons. Significant conflicts must be resolved or the director should resign.
  
  
• Director Orientation and Continuing Education - The Company has an orientation program for new directors and encourages all directors to take advantage of director "continuing education" on the exercise of their fiduciary responsibilities.
  
  
• Compensation
  
  
• Shareholder Approval of Plans - The Company submits its stock option and other stock plans for shareholder approval.
  
  
• Repricing of Stock Options - The Company does not reprice stock options.
  
  
• Stock Ownership Guidelines - The Company has stock ownership guidelines for directors, officers and senior employees.
  
  
• Loans to Officers and Directors - Company loans to officers and directors are prohibited.
  
  
• Compensation of Directors - Directors should be fairly compensated for the time commitment and responsibility associated with service as a director, comparable to the compensation of directors of companies of similar size and nature.
  
  
• Code of Business Conduct
  
  
The Company has a Code of Business Conduct that applies to all employees, officers and directors. Any waiver granted under the Code relating to a Director or Executive Officer shall be brought to the attention of the Board, and addressed and disclosed in accordance with applicable law and the Company's policy on transactions with interested persons.


• Shareholder Rights Plan
  
  
The Board of Directors has a shareholder's rights plan.

Adopted: April 15, 2003

Revised: January 23, 2008