1. Periodic Review of these Guidelines.

The operation of the Board of Directors is dynamic and will evolve. No policy or guideline can cover each and every issue that may surface, but these Guidelines set the tone for the operation of the Board and assist the Board in fulfilling its obligations to shareholders. The Public Policy and Corporate Governance Committee will review these Guidelines annually.

2. Access to Management.

Directors will have free access to all members of management and members of the Corporation and, as necessary and appropriate, the Corporation's independent advisors, including legal counsel and independent accountants.

3. Board Interaction with Institutional Investors, the Press, Customers, etc.

The Board believes the Chief Executive Officer speaks for the Corporation. While individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Corporation, it is expected that Board members would only initiate such communications with the prior knowledge of the Chief Executive Officer and, absent unusual circumstances, only at the request of the Chief Executive Officer.

Consistent with the listing requirements of the New York Stock Exchange, these Guidelines will be included on the Corporation's website and will be made available upon request to the Corporation's Secretary.

Adopted by the Board of Directors on February 11, 2004. As amended by the Board of Directors on May 3, 2005, November 11, 2005, May 8, 2007, February 13, 2008, May 6, 2008 and November 7, 2008.