Corporate Governance Guidelines

1. Director Qualification Standards

1. A majority of the members of the Board must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, and the rules promulgated thereunder and the applicable rules of the New York Stock Exchange, as such requirements are interpreted by the Board in its business judgment.
   
   
2. Directors may not be renominated to hold office after reaching the age of 70.
   
   
3. Directors are expected to report changes in their business or professional affiliations or responsibilities, including retirement, to the Chairman of the Board and the Chairman of the Nominating & Governance Committee. A director should offer to resign if the Nominating & Governance Committee concludes that he or she no longer meets the Company's requirements for service on the Board.  Election of any director (either independent or executive) to additional for-profit boards shall be reviewed and approved by the Chairman of the Board and Chairman of the Nominating & Governance Committee prior to acceptance in order to avoid substantive conflicts or any other potentially harmful effect on the service of the director to the Company's Board.
   
   
4. The Nominating & Governance Committee shall annually review the skills and attributes of Board members within the context of the current make-up of the full Board. Board members should have individual backgrounds that when combined provide a portfolio of experience and knowledge that well serve the Company's governance and strategic needs. Board candidates will be considered on the basis of the needs of the Board at the time and on a range of criteria including broad-based business knowledge and contacts, prominence and sound reputation in their fields as well as a global business perspective and commitment to good corporate citizenship. Directors should be able and prepared to provide wise and thoughtful counsel to top management on the full range of potential issues facing the Company. They should represent all shareholders and not any special interest group or constituency. Directors shall possess the highest personal and professional integrity and commitment to ethical and moral values. Directors must have the time necessary to fully meet their duty of care to the shareholders and be willing to commit to service over the long haul, if called upon. The Chairman of the Nominating & Governance Committee shall issue invitations to serve on the Board to new directors after nomination by the full Board (which follows recommendation by the Nominating & Governance Committee and discussion with the Chairman of the Board and with the Company's Chief Executive Officer).

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2. Leadership of the Board

1. The Board reserves the right to determine, from time to time, how to configure the leadership of the Board and the Company in the way that best serves the Company. The Board specifically reserves the right, from time to time, to vest the responsibilities of Chairman of the Board and Chief Executive Officer in the same individual or in more than one individual, as the Board determines to be appropriate. If the Board determines that the responsibilities of the Chairman of the Board and Chief Executive Officer should be vested in more than one individual, each such person shall have such duties as the Board shall prescribe.
   
   
2. The Board shall appoint a Lead Director, who shall have the following responsibilities, together with such others as the Board might from time to time specify:
   
   
   1. to participate with the Chairman of the Board and the President and Chief Executive Officer in establishing the agenda for Board meetings, and to circulate to the other Board members the proposed agenda so as to receive and incorporate their suggestions as to additional agenda items;
      
      
   2. to preside at executive sessions, respectively, of the non-management and the independent members of the Board of Directors;
      
      
   3. to work with the Nominating & Governance Committee in the Board's performance evaluation process;
      
      
   4. to facilitate communication between Board members and the Chairman of the Board and the President and Chief Executive Officer, respectively, without in any way becoming the exclusive means of such communication;
      
      
   5. to help assure that all Board members receive on a timely basis the reports, background materials and resources necessary or desirable to assist them in carrying out their responsibilities;
      
      
   6. to monitor the Company's mechanism for receiving and responding to communications to the Board from shareholders;
      
      
   7. to respond to shareholder inquiries regarding matters other than audit-related matters; and
      
      
   8. to monitor board activities to ensure sound corporate governance.

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3. Director Responsibilities

1. Directors should exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company in a manner consistent with their fiduciary duties. Directors should regularly attend meetings of the Board and of all Board committees upon which they serve. To prepare for meetings, directors should review the materials that are sent to directors in advance of those meetings. Directors shall preserve the confidentiality of confidential material given or presented to the Board.
   
   
2. Directors will disclose to other directors any potential conflicts of interest they may have with respect to any matter under discussion and, if appropriate, refrain from voting on a matter in which they may have a conflict.
   
   
3. The Board will schedule regular executive sessions where non-management directors (i.e., directors who are not company officers but who do not otherwise have to qualify as "independent" directors) meet without management participation. The Lead Director, or in his or her absence, a non-management director selected by the other non-management directors, shall preside at each executive session. The Board or the Company will establish methods by which interested parties may communicate directly with the Lead Director or with the non-management directors of the Board, either individually or as a group, and cause such methods to be disclosed. At least once a year the Board will schedule a regular executive session where only independent directors will meet without management participation.
   
   
4. The Board shall at all times maintain an Audit Committee, a Nominating & Governance Committee and a Compensation Committee which must operate in accordance with applicable law, their respective charters as adopted and amended from time to time by the Board, and the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. The Board may also establish such other committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and the Company's Articles of Association as the Board sees fit. Consideration will be given to rotating committee chairmen and members periodically, but the Board does not believe that such a rotation should be required.
   
   
5. The Nominating & Governance Committee shall have the responsibility of recommending to the Board potential nominees for director. In fulfilling this responsibility, the Nominating & Governance Committee shall consider potential nominees for director recommended by shareholders but that committee has no obligation to recommend such candidates to the Board for nomination.

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4. Director Access To Management And Independent Advisors

The Company shall provide each director with complete access to the management of the Company, subject to reasonable advance notice to the Company and reasonable efforts to avoid disruption to the Company's management, business and operations. The Board and Board committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Company.

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5. Director Compensation

The Board or an authorized committee thereof will determine and review the form and amount of director compensation, including cash, equity-based awards and other director compensation. The Board or such authorized committee will endeavor to establish directors' fees and benefits that are consistent with the directors' fees and benefits of similarly situated companies. Similarly, the Board will critically evaluate charitable contributions that are made to organizations with which a director is affiliated or with which the Company enters into consulting contracts, or which provide other indirect compensation to, a director when determining the form and amount of director compensation and the independence of a director.

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6. Director Orientation And Continuing Education

The Company will conduct, or provide access to, appropriate orientation for new directors, and ongoing programs for existing directors, covering, among other things, the Company's business, organizational and management structure, results of operations and financial condition, including critical accounting policies, budgets and forecasts and corporate governance. Directors are encouraged, but not required, to attend these and other appropriate continuing education programs.

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7. Management Evaluation And Succession

1. The Board (not including any members of management of the Company) will conduct an annual review of the performance and compensation of the Chief Executive Officer, taking into account the views and recommendations of the Compensation Committee and Nominating & Governance Committee, as applicable, and as set forth in their respective Charters.
   
   
2. The Board will establish and review such formal or informal policies and procedures, consulting with the Compensation Committee and Nominating & Governance Committee, the Chief Executive Officer and others, as it considers appropriate, regarding management succession.

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8. Annual Performance Evaluation Of The Board

The Board, with the assistance of the Nominating & Governance Committee, will conduct a self-evaluation annually to determine whether it and its committees are functioning effectively. The full Board will discuss the evaluation report to determine what, if any, action could improve Board and Board committee performance. The Board, with the assistance of the Nominating & Governance Committee, as appropriate, shall review these Corporate Governance Guidelines on an annual basis to determinate whether any changes are appropriate.

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9. Board Procedures

1. Information and data that is important to the Board's understanding of the business to be discussed at meetings will be distributed in advance of meetings to the extent practicable, except when such material is too sensitive to be put in writing.
   
   
2. The Chairman of the Board shall set the agenda of meetings of the Board in consultation with the Chief Executive Officer. Prior to each Board meeting the Chairman of the Board shall circulate a draft agenda to the Lead Director for input, after which the Lead Director shall circulate the draft agenda to the other members of the Board for suggestion of additional agenda items prior to the finalization of the agenda. The Chairman of each committee shall set the agenda of meetings of the applicable committee. Any director may suggest agenda items and may raise at meetings other matters that they consider worthy of discussion.
3. Any director may attend the meetings of a committee of which such director is not a member.
   
   

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10. Amendment, Modification And Waiver

The Board shall review and reassess the adequacy of these Corporate Governance Guidelines periodically and make any necessary changes. These Corporate Governance Guidelines may be amended, modified or waived by the Board and waivers of these Corporate Governance Guidelines may also be granted by the Nominating & Governance Committee, subject to the disclosure and other provisions of the Securities and Exchange Act of 1934, the rules promulgated thereunder and the applicable rules of the New York Stock Exchange.

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