Corporate Governance Guidelines

As of December 16, 2009

E. Performance Evaluation and Succession Planning

1. Annual Evaluation of the Chief Executive Officer

2. Succession Planning

3. Board and Committee Self-Evaluations

1. Annual Evaluation of the Chief Executive Officer
The Compensation Committee shall establish annual and long-term financial and strategic goals and objectives for the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of these goals and objectives, and determine and approve the compensation of the Chief Executive Officer based on this evaluation. The Compensation Committee will review with the Board its evaluation of the Chief Executive Officer’s performance and its determination of the Chief Executive Officer’s compensation. The Chair of the Compensation Committee and the Presiding Director will communicate this evaluation to the Chief Executive Officer.

2. Succession Planning
The Board believes that executive officer succession is one of its most important responsibilities.  The Compensation Committee is responsible for reviewing and assisting with the development of executive succession plans, evaluating and making recommendations to the Board regarding potential candidates to become Chief Executive Officer, and evaluating and approving candidates to fill other senior executive positions.  At least annually, the Chairman and Chief Executive Officer meets with the Compensation Committee to discuss his or her successor and the procedure for the timely and efficient transfer of his or her responsibilities in the event of an emergency or his or her sudden incapacitation, departure or death.  The Chairman and Chief Executive Officer also meets with the Compensation Committee at least annually to discuss the performance rankings of key members of the Company's senior management. These matters are regularly communicated to the full Board of Directors by the Chair of the Compensation Committee. 

The Chairman and Chief Executive Officer also annually reviews with the full Board of Directors any succession issues relating to key members of the Company's senior management. 

3. Board and Committee Self-Evaluations
The Nominating, Corporate Governance and Social Responsibility Committee is responsible for developing and recommending to the Board and overseeing an annual self-evaluation process for the Board and for the Audit, Compensation, Nominating, Corporate Governance and Social Responsibility and other Committees of the Board. The Board will discuss the results of the self-evaluations to determine whether the Board and its Committees are functioning effectively and whether any actions should be taken to improve their effectiveness.

F. Board Compensation

The Nominating, Corporate Governance and Social Responsibility Committee periodically benchmarks director compensation against the proxy peer group and general industry data, considers the appropriateness of the form and amount of director compensation and makes recommendations to the Board concerning such compensation with a view toward attracting and retaining qualified directors.

The Board believes that a substantial portion of director compensation should consist of equity-based compensation to assist in aligning directors’ interests with the long-term interests of stockholders.

Stock ownership guidelines further align the interests of the Board of Directors with those of the Company’s shareholders. The Company’s non-employee directors are expected to hold the Company’s common stock in an amount equal to the lesser of five times the then-current annual cash retainer or 26,000 shares. Directors are expected to reach this ownership level within five years of being elected to Board membership and hold the requisite number of shares until retirement. The ownership requirement may be satisfied with all beneficially owned shares, including restricted shares, restricted stock units, deferred shares and share equivalents.

The minimum number of shares to be held by directors will be determined on the first trading day of each calendar year based on the closing price of the Company’s common stock on that day on the New York Stock Exchange. Subsequent changes in the value of the shares will not affect the number of shares directors should hold during that year.

Employees of the Company serving as directors shall not receive any additional compensation for service on the Board.

G. Confidential Voting

It is the Company’s policy to hold the votes of each stockholder in confidence from directors, officers and employees except: (a) as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company, (b) in case of a contested proxy solicitation, (c) if a stockholder makes a written comment on the proxy card or otherwise communicates his or her vote to management, or (d) to allow the independent inspectors of election to certify the results of the vote. It is also the Company’s policy to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results.

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