Corporate Governance Fact Sheet

Board Accountability   Board is elected by majority vote Yes Majority of Directors independent (view Director biographies) Yes Separate Chairman & CEO No Independent Lead Director Yes Independent Board Affairs and Nominating Committee Yes Number of Board meetings held or scheduled 5 All Directors elected annually Yes Corporate governance guidelines (Operating Principles) approved by the Board Yes Board plays active role in risk oversight Yes Independent Directors hold meetings without management present Yes Board-approved succession plan in place Yes The performance of the Board is reviewed regularly Yes The performance of each Committee is reviewed regularly Yes Board members conduct periodic individual self-evaluations Yes Board orientation/education program Yes Directors must tender resignation upon a substantive change in career (Criteria for Membership) Yes All Directors are expected to attend annual shareholders meeting Yes All Directors attended at least 75 percent of Board and Committee meetings Yes

Financial Disclosure and Internal Controls   Charters for Audit, Compensation and Board Affairs and Nominating Committees Yes Disclosure Committee function for financial reporting Yes Independent Audit Committee Yes Audit Committee has a financial expert Yes Auditors elected at most recent annual meeting Yes

Shareholder Rights   Shareholders have cumulative voting rights Yes Shareholders may call special meetings Yes Employees may vote their shares in company-sponsored plans Yes All stock-based incentive plans have been approved by shareholders Yes An independent tabulator tabulates shareholder votes Yes Company has a shareholder rights plan No Company posts its articles of incorporation and bylaws on Web site Yes

Executive Compensation   Independent Compensation Committee Yes Board Compensation Committee has independent compensation consultant Yes Compensation risk assessment conducted Yes Compensation Practices Fact Sheet Yes Say on Pay advisory vote approved by Shareholders Yes 98% Frequency of Say on Pay advisory vote - Shareholder preference 1 year 87%

Rev date 04/24/2013