Director Independence

In accordance with the NYSE corporate governance listing standards, the Corporate Governance Committee of the Board conducted its annual review of related party transactions to determine whether or not any directors or any of their immediate family members (as defined by Sec. 303A.02(b) of the NYSE corporate governance listing standards) had any material relationships with the Company or its subsidiaries and/or affiliates. During these reviews, the committee considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and/or affiliates, in accordance with the Company’s Related Party Transaction Policy, including those reported under "Related Party Transactions" in the Company's Proxy Statement. The committee then made a determination whether or not the identified transactions or relationships are addressed in the specific independence criteria of the NYSE corporate governance listing standards and examined all transactions of relationships that did not fall within the specific independence criteria. The committee then reported its findings to the Board and, on the basis of such findings, the Board affirmatively determined that all of the directors were independent, except for directors that are officers of the Company, under the NYSE corporate governance listing standards on the basis that: (1) no non-employee director or any member of his or her immediate family has engaged in a transaction or has a relationship with the Company or any of its subsidiaries and/or affiliates that is contrary to or exceeds the thresholds of materiality as established by the specific independence criteria of the NYSE at Section 303A.02(b) or violates the Company’s Related Party Transaction Policy and (2) no non-employee director or any member of his or her immediate family has any other relationship with the Company or any of its subsidiaries and/or affiliates that is material under Section 303A.02(a) of the NYSE corporate governance listing standards.