Corporate Governance Guidelines

Board of Directors Composition and Selection; Independent Directors

a.       Board of Directors members are elected for a three-year term. Approximately one third of the members are elected annually by the Company's shareholders.

b.       Each year at the Company's annual meeting, the Board of Directors shall recommend for election by the shareholders of the Company a slate of nominees for membership on the Board of Directors.

c.        The recommendations of the Board of Director's shall be based upon its determination, after considering the advice and information supplied by the Corporate Nominating and Governance Committee, as to the suitability of each individual, and the slate as a whole, to serve as members of the Board of Directors, taking into account the membership criteria discussed below.

a.       The Corporate Nominating and Governance Committee shall assist the Board of Directors in determining the appropriate characteristics, skills and experience for the members of the Board of Directors and the Board of Directors as a whole.

b.       In evaluating the suitability of individual members of the Board of Directors, the Board of Directors shall consider relevant factors, including (i) a general understanding of marketing, finance and other elements relevant to the success of a large publicly-traded company in today's business environment, (ii) an understanding of the Company's business on a technical level and (iii) educational and professional background.

c.        The Board of Directors shall evaluate each individual in the context of the Board of Directors as a whole, with the objective of recommending a slate of nominees that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

d.       In determining whether to recommend a member of the Board of Directors for re-election, the Corporate Nominating and Governance Committee also shall consider such member's past attendance at meetings and participation in, and contributions, to the activities of the Board of Directors.

a.       The Board of Directors does not believe that its members should be prohibited from serving on Board of Directors and/or Committees of other entities or organizations, and the Board of Directors has not adopted any guidelines limiting such activities.

b.       The Corporate Nominating and Governance Committee and the Board of Directors, however, will take into account the nature of, and time involved in, the service of a member of the Board of Directors to other entities and organizations in evaluating the suitability of individual members for service on the Board of Directors.

c.        Notwithstanding the foregoing, any service to other entities and organizations shall be consistent with the Company's conflict of interest policies and all laws, rules and regulations applicable to the Company, including those of the NYSE and the SEC.

Board of Directors Meetings; Involvement of Senior Management

a.       The Board of Directors shall have access to any member of the management of the Company to discuss any subject that the Board of Directors desires.

b.       The Board of Directors may rely upon the advice of outside advisors.

c.        The Board of Directors must assess the qualifications of, and the processes employed by, those upon whom it relies and should hold such advisors accountable for their decisions and recommendations.

a.       Members of the Board of Directors are expected to attend all meetings and to have, prior to the meetings, reviewed all materials, information and data distributed to them in advance.

b.       Members of the Board of Directors are expected to understand, and comply with, all the duties of care, loyalty and confidentiality applicable to directors.

Performance Evaluation; Succession Planning

Compensation

a.       The Compensation Committee will annually review, and, when it deems appropriate, recommend to the Board of Directors changes in, director compensation and benefits. In making its recommendations, the Compensation Committee may seek the advice of outside counsel and advisors to assure that its director compensation is fair and equitable and enables the Company to attract qualified members to its Board of Directors.

b.       Members of the Board of Directors are encouraged to have an equity ownership in the Company.

c.        Compensation paid to members of the Board of Directors for service to the Board of Directors shall be fixed annually by the Board of Directors.

d.       Certain members of the Board of Directors may receive additional compensation for service on committees of the Board of Directors.

e.       Compensation of members of the Board of Directors may be equity-based.

Committees

a.       The Audit Committee, which is, among other things, responsible for reviewing all reports made by auditors and monitoring internal controls;

b.       The Compensation Committee, which is, among other things, responsible for reviewing compensation programs and administering equity plans;

c.        The Corporate Nominating and Governance Committee, which is, among other things, responsible for proposing and recommending to the Board of Directors potential candidates for membership on the Board of Directors;

d.       The Executive Committee, which is, among other things, responsible for reviewing with operating management, financial, human resources, long-range plans and growth initiatives.

The Board of Directors may establish new committees or, with the exception of the above-listed committees or as otherwise permitted by law or regulation, remove existing committees as it deems advisable for purposes of fulfilling its primary responsibilities.

Date of Adoption