Board Independence

The information set forth below is included in the Company's 2008 proxy statement.

Independence of Nominees for Director

Of the nominees standing for election at the 2008 Annual Meeting of Stockholders, the Board has determined that: Elizabeth E. Bailey, Gerald L. Baliles, Thomas F. Farrell II, Robert E. R. Huntley, Thomas W. Jones and George Muñoz are independent in that each of these nominees has no material relationship with the Company.  To assist it in making these determinations, the Board has adopted categorical standards of director independence that are set forth in Annex A to the Company's Corporate Governance Guidelines.