Director Nomination Criteria

The following criteria, recommended by the Corporate Governance and Nominating Committee and adopted by the Board of Directors, are for use in considering potential nominees for the Board of Directors. In that connection, the Board should review the specific skills, backgrounds, qualifications and other abilities and characteristics of a potential nominee in light of the needs of the Board and the existing and prospective business environment faced by the Company.

General Criteria

1. The backgrounds and qualifications of the Directors considered as a group should provide a significant breadth of experience, knowledge and abilities and assist the Board in fulfilling its responsibilities.

2. Because a mix of viewpoints and ideas enhances the Board’s ability to function effectively, the diversity of the Board should be considered when considering potential nominees. Potential nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis prohibited by law.

3. Nominations shall be in accordance with the procedures prescribed by the ByLaws, and nominees shall meet the qualifications set forth in the ByLaws.

4. The renomination of existing Directors should be based on continuing qualification under the criteria established by the Board of Directors.

Specific Criteria

5. A nominee should have a reputation for integrity, honesty, fairness, responsibility, good judgment and high ethical standards.

6. A nominee should be or have been in a generally recognized position of leadership in the nominee’s field of endeavor.

7. A nominee should have demonstrated the business acumen, experience and ability to use sound judgment and to contribute to the effective oversight of the business and financial affairs of a large, multifaceted, global organization.

8. A nominee should be committed to understanding the Company and its industry and to spending the time necessary to function effectively as a Director, including regularly attending and participating in meetings of the Board and its committees.

9. A nominee should neither have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a Director.

10. A nominee should be able to work well with other Directors and executives with a view to a long-term relationship with the Company as a Director.

11. A nominee should have independent opinions and be willing to state them in a constructive manner.

12. A nominee should be willing to comply with the share ownership guidelines adopted by the Board.