Adopted by the Board of Directors February 26, 2004, and includes amendments through February 27, 2007

1. Role and Functions of the Board

In accordance with the Delaware General Corporation Law and the Company's Bylaws, the business and affairs of the Company shall be managed and all corporate powers shall be exercised by or under the ultimate direction of the Board. Day-to-day operation of the business of the Company is delegated to management of the Company.

The primary functions of the Board are to:

• Represent the interests of stockholders, while seeing that the Company, as may be appropriate, fulfills its obligations to creditors and other third parties.
• Review and evaluate major policies and strategic goals and objectives.
• Review major programs, considering particularly the Company's financial ability to undertake the risks involved.
• Review major proposed changes in the Company’s business.
• Review and monitor financial and operational performance of the Company.
• Approve issuances of securities and other transactions not in the ordinary course of the Company's business.
• Monitor the Company's legal compliance and business ethics programs.
• Elect the Chairman of the Board, the Chief Executive Officer and other executive officers of the Company.
• Nominate candidates for election to the Board.
2. Chairman of the Board and Chief Executive Officer Positions

The Board has determined that separate individuals shall serve as the Company's Chairman of the Board and Chief Executive Officer, and that the Chairman of the Board shall be a non-employee director. The Board in its discretion may change this arrangement, as permitted by the Company’s Bylaws.
3. Size and Selection of the Board

The Company's Certificate of Incorporation provide that the Board shall consist of not less than 7 nor more than 13 directors. The Board may determine its size within the prescribed range, but stockholder approval is required to change the range. The Board should be large enough to include directors with various backgrounds, areas of expertise and experience, but small enough to facilitate active discussion and participation by all directors. The Board and the Nominating/Corporate Governance Committee will review the size of the Board in the context of nominating a slate of directors for each annual meeting of stockholders. Candidates for nomination to the Board shall be identified by the Nominating/ Corporate Governance Committee and recommended to the Board for nomination at the annual meeting of stockholders. The Board shall be divided into three classes with each class consisting, as nearly as possible, of one-third of the total number of directors. Each director shall be elected by the Company’s stockholders to serve a term ending on the date of the third annual meeting of stockholders following the annual meeting at which the director was elected.
4. Independent Directors and Categorical Standards

It is the policy of the Board that a majority of its members be independent of the Company and its management. A director is independent if the Board affirmatively determines that the director does not have any direct or indirect material relationship with the Company. The determination of independence of directors will be disclosed in the proxy statement for each annual meeting of stockholders of the Company, and specific explanation will be provided for any director who is not considered to be independent. The Board has established the following categorical standards to assist it in making the determination of director independence. These standards include all elements of “independence” set forth in the New York Stock Exchange listing standards (and shall be interpreted in a manner consistent with the NYSE interpretations of such listing standards).
1. A director is not independent if the director is currently employed by the Company or has been employed by the Company within the past three years, or if a member of his or her immediate family is currently, or has been within the past three years, an executive officer of the Company.
2. A director is not independent if the director or the director’s immediate family member receives or has received, during any twelve month period within the preceding three years, more than $100,000 as direct compensation from the Company, other than director and committee fees and pension and other deferred compensation for prior services (provided such compensation is not contingent in any way on continued service).
3. A director is not independent if the director or a member of his or her immediate family is a current partner of the Company’s internal or external auditor or was a partner or employee of the Company’s internal or external auditor within the past three years and personally worked on the Company’s audit within that time.
4. A director is not independent if the director is a current employee of the Company’s internal or external auditor or if a member of the director’s immediate family is a current employee of the Company’s internal or external auditor and participates in the auditor’s audit, assurance or tax compliance (but not tax planning) practice.
5. A director is not independent if the director or any member of his or her immediate family is, or was within the preceding three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on such other company’s compensation committee.
6. A director is not independent if the director is an employee of, or a member of the director’s immediate family is a director or executive officer of, another company that made payments to or received payments from the Company for property or services in an amount which in any of the preceding three fiscal years exceeded the greater of $1.0 million or 2% of such other company’s consolidated gross revenues.
7. A director is not independent if the director or a member of the director’s immediate family is or was, within the preceding three years, a director, executive officer, employee or trustee of a charitable organization or other not-for-profit organization, and the Company’s contributions to such organization in any single fiscal year exceeds or exceeded the greater of $1.0 million or 2% of the organization’s consolidated gross revenues.

For purposes of the above-described categorical standards, the term “immediate family member” includes a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than domestic employees) who shares such person’s home; provided, that any such persons who no longer have any such relationship as a result of legal separation or divorce, or death or incapacitation, shall not be considered immediate family members.

For relationships not covered by the above standards, the determination of whether such relationships are material for the purpose of determining whether a director is independent, shall be made by directors who are independent directors. In such situations, determination of independence shall be on a case-by-case basis, after consideration of all relevant facts and circumstances. The Company must explain in its next annual proxy statement the basis for any determination by the Board that a relationship is not material even though the relationship did not meet the standards set forth under paragraphs A-G above.

The Board shall undertake an annual review of the independence of all non-employee directors. In advance of the meeting to make such review, each non-employee director would be requested to supply the Board with complete information regarding the director’s relationships with the Company and its affiliates to assist the Board to evaluate the director’s independence.

Directors have an affirmative obligation to notify the Board of any material changes in their relationships, which may affect their independence status as determined by the Board. The obligation encompasses all relationships between directors and the Company or members of senior management and their affiliates.

5. Tenure and Director Retirement Age

The Board believes that experience as a Company director is a valuable asset. Directors are not subject to term limits, except as a result of reaching the Board’s retirement age. The retirement policy of the Board is that no director will stand for re-election to the Board at any meeting of the stockholders of the Company after such director attains the age of 80.
6. Board Meetings

In consultation with management, the Board will determine the frequency and length of Board meetings. The Board currently holds four or five regularly scheduled meetings per year. Special meetings may be called when necessary in accordance with the Bylaws. The Chairman of the Board will establish the agenda for each Board meeting. Any director may request that particular items be included in the agenda or may raise at a meeting subjects that are not on the meeting agenda.

Directors should use their best efforts to attend all Board and Board Committee meetings. Attendance in person is preferred, but attendance by teleconference is permitted if necessary under the circumstances. The senior executive officers of the Company, as well as other officers and employees, may attend Board meetings at the invitation of the Chairman of the Board to make presentations to the Board, respond to questions, receive recognition, or for other purposes related to the business of the meeting.

Board materials related to proposed agenda items shall, to the extent reasonably feasible, be provided to directors sufficiently in advance of Board meetings when necessary to allow meaningful review and to allow directors to prepare for discussions of the items at the meeting. The Board acknowledges that certain items to be discussed at Board meetings are of an extremely sensitive or fast-breaking nature and that the distribution of materials on these matters prior to Board meetings may not be appropriate or feasible.

Each director should be familiar with the agenda for each meeting, should have carefully reviewed all materials distributed in advance of the meeting and should be prepared to participate meaningfully in the meeting and to discuss all scheduled items of business.

The proceedings and deliberations of the Board and its committees are confidential. Each director will maintain the confidentiality of information received in connection with his or her service as a director.

7. Executive Sessions of Non-management Directors

An executive session of the non-management directors will be held without Company management present before, during or after each meeting of the Board. The Chairman of the Board, or, if the Chairman of the Board is unable to participate, another non-management director designated by the remaining non-management directors, will preside at these executive sessions, and his or her name will be disclosed in the annual proxy statement. In order that interested parties may be able to make their concerns known to the non-employee directors, the Company shall implement and disclose a method for such parties to communicate directly with the non-management directors. The Nominating/Corporate Governance Committee may recommend such a method.
8. Board Committees and Subcommittees

The Board currently has the following Committees: Audit, Compensation, Executive, Nominating/Corporate Governance and Stock Option and Incentive Bonus. The duties of each Committee shall be specified in the Committee's Board-approved charter; provided that the Board shall not delegate any power or authority to any Committee that is required by law, regulation or listing standard to be exercised by the Board as a whole. In its discretion, the Board may create new Committees, either permanent or temporary, disband any existing Committee, or amend the charter of any Committee, subject to limitations imposed by the Delaware General Corporation Law.

The Board may also form Subcommittees for any purpose and may delegate to such Subcommittees such power and authority as the Board deems appropriate; provided however, that a Subcommittee shall consist of at least two members and that the Board shall not delegate any power or authority required by any law, regulation or listing standard to be exercised by the Board as a whole. The Board shall determine the chairmanship of the applicable Subcommittee. The meetings and any other actions of any Subcommittee shall be governed by the Bylaws of the Company applicable to meetings and actions of the Board.

9. Board Committee Members

The Board has the responsibility to determine chairmanships and the assignment of directors to Committees and Subcommittees. The Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee and the Stock Option and Incentive Bonus Committee shall be composed exclusively of independent directors. The Chairman of the Board will be the Chair of the Executive Committee and will recommend Committee Chairs to the Board for approval. Prior to each annual organizational meeting of the Board, the Chairman of the Board, in consultation with the respective Committee Chairs, will develop a proposed slate of Committee assignments for consideration and approval by the Board. Committee assignments and chairmanships may be rotated to give directors opportunities to serve on various Committees, but the Board currently does not believe that rotation is appropriate.
10. Board Committee Meetings

Subject to provisions of the Committee's charter, the Chair of each Committee, in consultation with Committee members and management of the Company, will determine the frequency and length of Committee meetings and establish the agenda for each meeting. Any Committee member may request the inclusion of items on the agenda or raise subjects not on the meeting agenda. The Board Committees shall report their actions to the Board at a subsequent Board meeting.

The senior executive officers of the Company, as well as other officers and employees, may also attend Board Committee meetings at the invitation of the Chair of the respective Committee to make presentations to the Committee, respond to questions, receive recognition, or for other purposes related to the business of the meeting.

11. Board Access to Management and Independent Advisors

Directors shall have complete access to the Company's management and may meet individually with members of management at any reasonable time. Management will provide information requested by directors. Directors will use discretion to avoid any undue burden on management or distraction from their essential duties. As necessary and appropriate, the Board and Board Committees may retain, at the Company's expense, such independent accountants, legal counsel or financial or other advisors as they deem necessary.
12. Nomination of Directors

The Board, acting on the recommendation of the Nominating/Corporate Governance Committee, will nominate a slate of director candidates for election at each annual meeting of stockholders and will elect directors to fill vacancies, including vacancies created as result of any increase in the size of the Board, between annual meetings. The Board will take into account members’ qualifications, including personal characteristics, experience in corporate governance of publicly held companies as an officer or director, and experience related to the Company’s industry and business.

The Nominating/Corporate Governance Committee and the Board will take into account the nature of and time involved in a director's service on other boards in evaluating the suitability of individual directors and making recommendations to Company stockholders. Service on boards of other organizations should be consistent with the Company's conflict of interest policies.

In the event that a non-employee director changes his or her employment status, or retires from employment, the Nominating/Corporate Governance Committee shall review whether this change of status has an impact on the continued appropriateness of the director to serve as a member of the Board and make a recommendation to the Board.

13. Orientation of New Directors and Continuing Education

The Board and the Company shall provide an orientation for new directors that includes background materials, information about Company policies, meetings with senior management, and visits to the Company facilities, as appropriate. The Board and Company shall, from time to time as appropriate, provide continuing education for directors through presentations at Board meetings, discussions at in-depth strategic review meetings, additional reading materials, and other means.
14. Board Compensation

The Board has the responsibility to determine the compensation and benefits for directors, subject to stockholder approval when required. The Compensation Committee may make appropriate recommendations for consideration and action by the Board. Management of the Company will report periodically to the Compensation Committee or the Board on the status of the Company's Board compensation in relation to other reasonably comparable publicly held United States corporations.

It is the policy of the Board that non-employee directors should be compensated at an aggregate level consistent with total compensation at other reasonably comparable corporations. Compensation may include a fixed annual retainer, equity compensation, meeting fees and such other elements as the Board may determine.

15. Evaluation of Chief Executive Officer and Management

The Compensation Committee annually will evaluate the performance of the Chief Executive Officer and the other executive officers in accordance with its charter and upon the basis of such criteria as the Committee deems appropriate, including performance of the business and achievement of strategic objectives. The Chief Executive Officer will provide to the Committee his or her assessment of the performance of the executive officers of the Company. The Committee will report on its actions to the Board at a subsequent Board meeting.
16. Succession Planning

The Board periodically will review executive succession planning and management development. The Compensation Committee will take the lead in developing a report for consideration by and discussion among the Board members. The Chief Executive Officer will ensure that the Board has opportunities to become acquainted with the senior officers of the Company and others who may have the potential to handle significant management positions.
17. Board Contacts with Investors and Others

Generally, management should speak on behalf of the Company with institutional investors, individual stockholders, customers, media representatives, regulators and other constituencies. Directors may meet or communicate with such parties as they see fit, but should bear in mind that securities laws prohibit selective disclosure of material information about the Company. To prevent disclosure problems, such contacts should be coordinated with the Chairman of the Board whenever possible.
18. Evaluation of Board and Committees

The Board and Committees shall be responsible for annually conducting a self-evaluation to determine whether the Board and Committees are functioning effectively. The Committees shall deliver to the Board reports setting forth the results of any evaluation. Any director is free at any time to comment on the Board's or any Committee's performance. The Nominating/Corporate Governance Committee will oversee this process.
19. Code of Business Conduct and Ethics

Management and the Nominating/Corporate Governance Committee shall jointly develop a code of business conduct and ethics for directors, officers and employees and recommend the code for adoption by the Board. The code shall be disclosed to stockholders. The code shall require any waiver of the code for directors or executive officers to be made by the Board or a Committee and disclosed to stockholders. The code shall address, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets, compliance with laws, rules and regulations (including insider trading laws) and encouraging the reporting of any illegal or unethical behavior.
20. Transactions in Company Securities

The Company maintains a policy regarding transactions in the Company’s securities by its directors and officers. All transactions in the Company’s securities by directors shall be conducted in accordance with such policy.
21. Related Party Transaction Policy and Procedures

The Board recognizes that Related Party Transactions can present conflicts of interest and questions of whether the transactions are in the best interest of the Company. It is therefore the Company’s policy to enter into or ratify Related Party Transactions based upon a determination that the transaction is in, or not opposed to, the best interest of the Company. The Board has adopted the policy and procedures below for the review, approval and ratification of Related Party Transactions.

For purposes of this policy, a “Related Party Transaction” is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, that is reportable under the Securities and Exchange Commission’s rules regarding related party transactions (“SEC Rules”). For purposes of this policy, “related person” and “immediate family member” have the meanings as set forth in the SEC Rules.

Approval Procedures
Generally, Related Party Transactions should be approved in advance.

Board, CEO and Stockholder Transactions. The Executive Committee of the Board should review and approve Related Party Transactions involving any director, nominee for director, the Corporation’s Chief Executive Officer (CEO), any stockholder owning more than 5% of the Corporation’s voting securities, or any of their immediate family members or related firms. Any member of the Executive Committee that is involved in the transaction being considered is expected not to participate in determining whether it should be approved.

Other Executive Transactions. The CEO should review and approve Related Party Transactions involving executive officers (or their immediate family members or related firms) other than the CEO or any executive officer who is also a Board member.

The CEO or any other executive officer may, at his or her sole discretion, refer consideration of any Related Party Transaction involving an executive officer other than the CEO or other inside Board member(s) to the Executive Committee. Similarly, the Executive Committee may, in its sole discretion, refer consideration of any Related Party Transaction to the full Board.

Information Required. The Executive Committee or CEO should be informed of the relevant facts of the proposed transaction, including material terms and conditions and the related party’s relationship or interest, prior to a decision to approve the transaction.

Factors Considered. In determining whether the transaction is in, or not opposed to, the Company’s best interest, the Executive Committee or CEO may consider any factors deemed relevant or appropriate, including (but not limited to) whether any actual or apparent conflicts of interest are raised, the nature, size or degree of those conflicts, whether mitigations of the conflicts are feasible, potential benefits and detriments to the Company, whether the nature or terms of the transaction are unusual, and whether steps have been taken to ensure fairness to the Company. In making a decision, the Executive Committee or CEO will consider the provisions of the Company’s Code of Business Conduct & Ethics and may seek and consider any legal or expert advice considered appropriate.

Approval Conditions. A transaction submitted to the Executive Committee or the CEO for advance approval should be approved before it is finalized. Notice of a decision by the CEO to approve a Related Party Transaction should be sent to the Executive Committee. The Executive Committee or the CEO may impose any conditions deemed appropriate in connection with approving a Related Party Transaction, including but not limited to specific mitigations.

Ratification Procedures. If any director or executive officer becomes aware of a Related Party Transaction, that should have been but was not approved in advance under this policy, he or she should report the transaction to whoever would have approved the transaction had it been submitted for advance approval (i.e., the Executive Committee or the CEO, depending on the related party involved). If the transaction is ongoing and legally revocable, it should be reviewed to determine whether ratification or any other action should be taken (including but not limited to amending or terminating the transaction). If the transaction is completed and not legally revocable, it should be evaluated to determine if any mitigation or other action should be taken. In each case, the Executive Committee or the CEO should consider any factors and advice deemed relevant or appropriate.

Employment of Immediate Family Members. The Board believes that employment of an immediate family member of an executive officer (other than the CEO) does not need to be reported to the Executive Committee prior to approval.

Periodic Committee Reports. Management should report to the Executive Committee at its next regularly scheduled meeting, any transaction between the Company and a related person of which management becomes aware that is not covered by the foregoing approval policy because it is not reportable under the SEC Rules or it involves employment of an immediate family member that was not reported to the Executive Committee in advance under this policy.

Code of Business Conduct & Ethics. The provisions of this Policy are in addition to the provisions of the Company’s Code of Business Conduct & Ethics (the “Code”). In the event that a Related Party Transaction also would constitute a conflict of interest or a corporate opportunity under the Code, the provisions of the Code also shall apply to such Related Party Transaction. Any such Related Party Transaction may not be approved hereunder unless it is also treated in accordance with the provisions of the Code and disclosed to the public to the extent required by law or the rules of the New York Stock Exchange.

22. Indemnification

The Company shall provide reasonable directors’ and officers’ liability insurance for the directors and shall indemnify the directors to the fullest extent permitted by law and the Company’s Certificate of Incorporation and Bylaws.
23. Periodic Evaluation of Guidelines

The Board will review and revise these Corporate Governance Guidelines as appropriate from time to time based on the recommendations of the Nominating/Corporate Governance Committee.