(amended and restated April 15, 2008)

1. Policy

This Related Person-Transaction Policy provides guidelines for the review, approval and ratification of Related-Person Transactions (as defined below).  Such transactions are generally prohibited unless excluded from the application of this Policy by the terms hereof or approved or ratified by the Nominating and Governance Committee (the “Committee”) as provided herein. 

2. Definitions

(a) For purposes of this Policy, a “Related-Person Transaction” means any transaction, arrangement or relationship in which (i) the Company (including any of its subsidiaries) is a participant, (ii) the amount involved will or may be expected to exceed $120,000, and (iii) a Related Person (as defined below) has or will have a direct or indirect material interest.

(b) For purposes of the Policy, a “Related Person” means (i) a member of the Board of Directors, including a nominee to be elected to a Board seat; (ii) an executive officer as defined under SEC rules; (iii) a principal shareholder, i.e., any person or entity that is known to be the beneficial owner of more than five percent of any outstanding class of the Company’s voting securities; (iv) an immediate family member of a director or nominee, executive officer, or principal shareholder, including a spouse, child, stepchild, son-in-law or daughter-in-law, parent, stepparent, mother-in-law or father-in-law, sibling, brother-in-law or sister-in-law, and any person sharing their household (other than a tenant or employee); and (v) any entity in which any person identified in (i) through (iii) above is employed, or is a partner or principal (or holds a similar position), or is a beneficial owner of a 10% or greater direct or indirect interest. 

Note:  A director, executive officer or principal shareholder can serve another entity in certain capacities without causing such other entity to be deemed a Related Person, including service as a non-employee director of the other entity, and, if the entity is a charity, service as a director or trustee, or as an unpaid volunteer in any capacity.  If serving as an employee or in a paid executive capacity with a charity, the charity will be deemed a Related Person.

3. Identification of Related-Person Transactions - Duty to Notify the Company

 Directors and executive officers must inform the General Counsel at the earliest practicable time of any plan or proposal to engage in a potential Related-Person Transaction, and supply the General Counsel with full details regarding the terms and circumstances of such transaction. If the General Counsel may be involved in a potential Related-Person Transaction, he or she must inform the Chief Executive Officer and Committee.

4. Approval of Related-Person Transactions

 (a) Related-Person Transactions must be approved by the Committee, except for Excluded Transactions (as defined below).  Normally, such approval will be obtained before the Company commences or enters into such a transaction.  In unusual circumstances making delay inadvisable, the Chair of the Committee may approve a Related-Person Transaction.  However, it will not be violation of this Policy for the Committee to approve or ratify a Related-Person Transaction after it has commenced, if unusual circumstances make advance approval impractical or if there is an inadvertent failure to recognize or seek approval for the Related-Person Transaction.  In any case in which a Related-Person Transaction is commenced before approval thereof, the Committee will determine whether disciplinary action or modification of the terms thereof should be considered.  No member of the Committee who is potentially a Related Person in connection with a given transaction shall participate in any decision-making regarding such transaction.   (Note that providing information to decision-makers shall not constitute participation in decision making.)

(b) The Committee shall be provided with full information concerning the proposed transaction, including the Related Persons involved, their relationship to the Company, their interest and role in the transaction, the proposed terms of the transaction including aggregate value and value to be derived by the Related Person, the benefits to the Company and the Related Person, the availability to the Company of alternative means or transactions by which to obtain like benefits, terms that would prevail in a similar transaction with an unaffiliated third party, and such other material information as the Committee deems appropriate.

5. Specific Transactions

(a) The following transactions are not “Related Party Transactions” and will not be governed by this Policy: 

(i) Compensation of a director for his or her services to the Company in that capacity;

(ii) Compensation of an executive officer for services as an employee or director of the Company or its subsidiaries, provided that such compensation is subject to the approval of the Board or Human Resources Committee or under programs generally available on a non-discriminatory basis to all such employees;

(iii) Perquisites and expense reimbursement pursuant to Company policies;

(iv) Transactions with security holders in their capacity as such, on non-discriminatory terms; and

(v) Charitable contributions by executive officers to Related Persons.

(b) The following Related-Person Transactions are permissible because they involve no meaningful potential to cause disadvantage to the Company or give advantage to the Related Person (the “Excluded Transactions”):

(i) Purchases by the Company of standardized products or services at prevailing prices for normal use, if:  (x) the Company’s  aggregate purchases in any fiscal year from a business entity deemed to be a Related Person do not exceed the lesser of one percent of that entity’s consolidated gross revenues or $500,000; (y) the Company’s  purchase decision is not influenced by the Related Person while acting in a capacity with the Company; and (z) the Company’s  purchases do not result in a commission, a bonus enhancement (whether on an individual or business-unit basis), or other direct benefit to the Related Person; and

(ii) Transactions with a Related Person or its affiliated companies if the Related Person is a principal shareholder but not a director or executive officer, if:   (x) the Related Person or affiliated company is an institutional shareholder that has or will certify that it is holding the Company’s securities with no purpose or effect of changing or influencing control of the Company (i.e., is eligible to file a Schedule 13G under Rule 13d-1(b) under the Securities Exchange Act of 1934), or is an affiliate of such an institutional shareholder; or (y) the transaction is the purchase of financial services on an arm’s length basis, including such a transaction by the Company’s employee benefit plans, other than investment banking services.

(c) The Company also recognizes that there are situations in which transactions which may otherwise qualify as Related-Person Transactions have no meaningful risk to the Company or potential for undue advantage to the Related Person or are generally consistent with the best interest of the Company.  The Committee will generally approve such transactions when they are presented.  Such transactions (or categories thereof) will include the following:

(i) Transactions that offer clear advantages to the Company and are not entered into for the purpose of conferring an advantage on a Related Person;

(ii) Acquisitions of goods or services by the Company that are not readily available from alternative sources on equally advantageous terms;

(iii) Sales of goods or services by the Company on terms comparable to those the Company provides to unrelated third parties;

(iv) Transactions that will be approved for the Company by independent decision-makers acting in good faith and without any influence of the director, executive officer or principal shareholder who has a conflicting interest in the transaction; and

(v) Any other transactions (or categories thereof) that may be so identified by the Committee.