The role of the Lead Director shall be to aid and assist the Chairman and the remainder of the Board in assuring effective corporate governance in overseeing the affairs of the Board and the Corporation.

1. The Lead Director, at a minimum, shall be independent within the meaning of the New York Stock Exchange standards and as determined by the Board.
2. The Lead Director shall have a rapport with the Chairman, President and CEO and other independent Directors.
3. The Lead Director shall demonstrate leadership and concensus building capabilities with the independent Directors.
4. The Lead Director shall have relevant prior experience.

1. The Lead Director shall be appointed annually by and may be removed by the Board.
2. The Lead Director shall serve no longer than three years.
3. The Lead Director shall be independent, as independence is defined in accordance with the Rules, Regulations, and Standards of the New York Stock Exchange, and as determined in the business judgment of the Board.

Lead Director responsibilities include:
1. Presiding at all meetings of the independent Directors.
2. Communicating to the Chairman, President and CEO the substance of the discussions and consensus reached at the meetings of independent Directors.
3. Encouraging the independent Directors and the Chairman, President and CEO to communicate with each other at any time and to act as principal liaison between the independent Directors and the Chairman, President and CEO on sensitive issues.
4. Providing input to the Chairman, President and CEO on preparation of agendas for Board and Committee meetings.
5. Presiding at Board meetings when the Chairman, President and CEO is not in attendance.
6. Acting as the spokesperson for the Corporation in the event the Chairman, President and CEO is unable to act due to conflict of interest or incapacity.
7. Receiving and responding to communications from interested parties to the independent Directors.