The Board should generally have no fewer than 12 nor more than 16 directors.

The number of directors at any time will depend upon several factors, including (a) resignations, retirements, and the availability of appropriate, qualified candidates; (b) assuring that the Board has a small enough number to facilitate active discussions and decision-making; and (c) assuring that the Board has a sufficient number of directors to fulfill committee assignments and to provide the appropriate mix of continuity, experience, skills and diversity for the Board and its committees to perform their responsibilities in light of regulatory requirements and current business needs.

Transactions (such as advertising, the purchase of goods and services, financing, and the purchase or sale of assets) between the Company and another entity with which a director or a member of a director's family is affiliated shall generally be deemed not to create a material relationship (i) if they occurred more than three years prior to determination of materiality or (ii) if they occured in the ordinary course of business and are consistent with other transactions in which the Company has engaged with third parties, unless (a) the director serves as an executive officer, employee, or substantial owner, or an immediate family member (as defined in the New York Stock Exchange's rules) is an executive officer, of the other entity and (b) such transactions represent more than 5% of the Company's consolidated gross revenues for the prior fiscal year or 2% of the other entity's gross revenues for the prior fiscal year.

Discretionary charitable contributions by the Company to established non-profit entities with which a director or a member of the director's family is affiliated shall generally be deemed not to create a material relationship (i) if they occurred more than three years prior to determination of materiality or (ii) if they are consistent with the Company's philanthropic practices, unless (a) the director or spouse is an executive officer or director of the organization and (b) the Company's contributions represent, for the most recent fiscal year, more than the greater of $100,000 or 10% of any individual organization's annual gross revenues (for organizations with gross revenues up to $10 million per year), or the greater of $1 million or 2% of any individual organization's annual gross revenues (for organizations with gross revenues of more than $10 million per year), or the greater of $ 1 million or 2% of all such organizations' annual gross revenues in the aggregate.

The employment by the Company of a member of a director's family shall generally be deemed not to create a material relationship, other than employment at an annual salary of more than $100,000 per year of a director's current spouse, domestic partner, or child.

The service by an employee of the Company as a director of an entity where one of the Corporation's directors or a member of the director's family serves as a non-employee director shall generally be deemed not to create a material relationship. The service by an employee of the Company as a director of an entity where one of the Corporation's directors or director's family members serves as an executive officer shall generally be deemed not to create a material relationship, unless the employee is an executive officer of the Corporation, or reports directly to the Board or a Committee of the Board, or has annual compensation approved by the Board's Compensation & Human Development Committee.

Attendance by an employee of the Company at an educational institution affiliated with one of the Corporation's directors or a member of the director's family, or membership by an employee of the Company in a professional association, social, fraternal or religious organization, club or institution affiliated with one of the Corporation's directors or a member of the director's family, shall generally be deemed not to create a material relationship.

The ownership by an employee of the Company of the securities of an entity where one of the Corporation's directors or a member of the director's family serves as a director or employee shall generally be deemed not to create a material relationship, unless (i) the Company employee (a) is an executive officer of the Corporation, or reports directly to the Board or a Committee of the Board, or has annual compensation approved by the Board's Compensation and Human Development Committee and (b) beneficially owns more than 5% of any class of the other entity's voting securities; and (ii) the Corporation's director or family member is a director or executive officer of the other entity.

Vested and non-forfeitable equity-based benefits and retirement benefits under qualified plans as a result of prior employment shall generally be deemed not to create a material relationship.

Regulatory Requirements. They will assure that the Board has directors who meet the applicable criteria for committee or Board membership established by regulatory entities including the New York Stock Exchange, the Securities and Exchange Commission, and the Internal Revenue Service.

Independence. They shall assure that at least a majority of the Board will be independent under the Corporation's By-laws and New York Stock Exchange regulations. (See item B.2 above.)

Overall Board Composition. They will consider the Board's overall composition in light of current and future needs. Among the characteristics the Committee may consider are: professional skills and background, experience in relevant industries, age, diversity and geographic background.

Performance. In regard to incumbent directors, they will consider past performance. Directors are expected: (a) to have regular attendance at Board and committee meetings; (b) to stay informed about the Company and its business; (c) to participate in the discussions of the Board and its committees; (d) to take an interest in the Company's business and provide advice and counsel to the Chairman and CEO; and (e) to comply with, as applicable, the Corporation's Corporate Governance Policy, Guidelines for Non-Employee Directors or Standards of Business Conduct, and the Policy and Procedures Governing Related Person Transactions.

Other Criteria. Particularly with regard to new directors, they will also assess whether the candidates have the qualities expected of all directors, including integrity, judgment, acumen, and the time and ability to make a constructive contribution to the Board. While it is not possible to establish a single standard regarding the number of boards on which each director may sit, in order to help assure that directors have sufficient time to devote to their responsibilities, non-employee directors should generally serve on no more than a total of five other public company boards. Directors are required to offer a resignation upon a significant change in their primary professional responsibilities, and the Nominating and Governance Committee shall make a recommendation to the Board as to whether to accept such offer of resignation.

Notice. In order to assure that the Board has ample notice of potential recommended changes in the Board, the Nominating and Governance Committee will inform the Board of Directors of the criteria used by the Committee in evaluating director nominations in advance of, and at the time of, submitting such nominations to the Board.