1. Director Retirement Policy.

A Director will not stand for election if (a) the annual shareholders' meeting at which the Director would be elected is scheduled to be held on or after his or her 68th birthday, or (b) the Director is no longer active in a business or profession through employment, consulting, or membership on boards of directors of other significant companies or organizations, unless the Public Policy and Corporate Governance Committee, in conjunction with the Chairman of the Board, recommends otherwise.

2. Term Limits.

The Board does not believe it is appropriate or necessary to limit the number of terms a Director may serve. The Public Policy and Corporate Governance Committee and the Board will apply its director candidate selection criteria, including a Director's current and past contributions to the Board, prior to recommending a Director for re-election to another term.