Criteria for selection of directors

(Excerpt from Corporate Governance Guidelines)

Selection of Directors. The Corporate Governance Committee screens director candidates, including those recommended by stockholders.

The criteria for reviewing candidates include characteristics such as:

• proven integrity,
• mature and independent judgment,
• vision and imagination,
• ability to objectively appraise problems,
• ability to evaluate strategic options and risks,
• sound business experience and acumen,
• relevant technological, political, economic or social/cultural expertise,
• social consciousness,
• achievement of prominence in career,
• familiarity with national and international issues affecting the Company’s businesses,
• contribution to the Board's desired diversity and balance, and
• availability to serve for five years before reaching the directors' retirement age.

In screening director candidates, the Corporate Governance Committee will review potential conflicts of interest, including interlocking directorships and substantial business, civic and/or social relationships with other members of the Board that could impair the prospective Board members’ ability to act independently from the other Board members and management.