1. Number of Meetings and Attendance Policy.

The Board usually meets in regularly scheduled meetings four times a year, but will meet more frequently when appropriate. The Board considers it important for its effective functioning that all Directors use their best efforts to attend each meeting. A Director who will be unable to attend a meeting (which may happen occasionally) is expected to notify the Chairman of the Board or the Chairperson of the committee in advance.

Any Director who is absent from more than one regular Board or one regular Committee meeting each year or more than three regular Board or three regular Committee meetings during his or her normal term of office will submit his or her resignation from the Board of Directors, which, if accepted by the Board, will become final.

2. Executive Session and Outside Directors' Meetings.

Non-management Directors will meet in executive session during each regular meeting to discuss such matters as they deem appropriate. Additional meetings of non-management Directors may be called by a majority of such directors or by the Lead Director. The compensation of the Chief Executive Officer is discussed at one of these meetings. The Lead Director of the Board presides at such meetings. The Corporation will identify in the annual proxy statement the Lead Director as the presiding independent director at these meetings and the process by which shareholders and interested parties can communicate with the non-management Directors.

3. Meeting Material Content and Distribution.

Written materials for the subjects included on the agenda for a meeting for discussion by the Board are generally distributed sufficiently in advance so the Directors have an opportunity to review the material and prepare for discussion. Materials for sensitive subjects may not be distributed until the meeting occurs.