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The Board shall hold at least six meetings each year, including four quarterly meetings, and one or more meetings devoted to addressing the Company's strategy, business plan and annual budget, and matters relating to the Corporation's annual stockholders meeting and filings with the Securities and Exchange Commission. These schedules of meetings will normally be established in the summer of the previous year.

The Chairman and Chief Executive Officer shall set the agenda for each Board meeting. Any directors may suggest agenda items.

To the extent possible and appropriate, management should provide directors with an agenda and written briefing materials (including a financial report) in advance of the Board meetings.

At each regular Board meeting, the Board should receive reports on the overall financial and operating performance of the Company as a whole. In addition, management is encouraged to provide the Board with other presentations on important aspects of the business and business/regulatory environment, including presentations from divisional executives.

Directors shall have full access to any member of management for the purpose of understanding issues facing the Company. Directors who contact subordinate levels of management should, if appropriate, inform the Chairman and CEO of such interactions. Each committee established by the Board shall have the authority to retain independent advisors; further, by a majority vote, the Board, non-employee directors, or independent directors may also retain independent advisors; the cost of such advisors shall be paid by the Company. Directors, especially those on the Audit and Finance Committee, have complete access to the Company's independent auditors and internal auditor.

Non-employee directors will meet by themselves, without management or employee-directors present, at every regularly scheduled Board meeting. In addition, independent directors shall meet together without any other directors or management present at least twice a year. Non-employee directors and independent directors may hold other such sessions at the request of any non- employee director or independent director. Non-employee and independent directors shall notify the Chairman if they would like to hold such a session, and the Chairman shall facilitate the scheduling of such a session.

Executive sessions (whether of the non-employee directors or independent directors) will be led by the chairman of the committee that has primary responsibility for the issue being discussed (e.g., the Audit and Finance Committee Chairman would lead discussion on audit-related matters). In the event that it is not apparent which committee has responsibility, discussion shall be led by the Lead Independent Director.