DIRECTOR SERVICE AND RESIGNATION 

Management directors will offer to resign from the Board upon their resignation, removal or retirement as an officer of the Company.  The Board will, in its sole discretion, determine whether to accept such resignation.

Non-management directors must inform the Chair of the Nominating and Corporate Governance Committee, the Lead Director (if any), and the CEO of any principal occupation or business association change, including retirement, and offer their resignation to the Chair of the Nominating and Corporate Governance Committee and the CEO.  The Chair of the Nominating and Corporate Governance Committee and/or the CEO, in turn, will advise the Nominating and Corporate Governance Committee of the change of status so that the Committee, with the aid of such person(s) and the Lead Director (if any), may make a recommendation to the Board of whether to accept or reject the offer of resignation.  The Board shall review the recommendation of the Nominating and Corporate Governance Committee and shall determine whether to accept or reject the offer of resignation.