AR 13


Proxy/Information about the Board of Directors and Corporate Governance/Board and Committee Independence Requirements

Our Corporate Governance Principles provide that, as a matter of policy, a significant majority of the Board should consist of independent Directors. In order to be deemed independent, our Corporate Governance Principles specify that a Director must be free from any relationship which, in the opinion of the Board, would interfere with the exercise of his or her independent judgment in carrying out his or her responsibilities as a director. In addition to establishing its own criteria for independence, the Company complies with the rules promulgated by the NYSE for determining the independence of directors, as well as the Sarbanes-Oxley Act for independence of directors on the Audit Committee and the Internal Revenue Code of 1986 and Dodd-Frank Wall Street Reform and Consumer Protection Act requirements for independence of Directors on the Personnel & Compensation Committee (or any other committee performing an equivalent function).

Based on the review and recommendation of the Corporate Governance Committee, the Board has affirmatively determined that all of the current Directors meet the applicable independence standards referenced in the preceding paragraph, except for Mr. Keating, the Company's Chairman, President and CEO. In evaluating and determining the independence of the Company's Directors, the Corporate Governance Committee and the Board considered that, in the ordinary course of business, transactions may occur between the Company and its subsidiaries and certain entities with which some of the Directors are or have been affiliated.

In affirmatively determining the independence of each Director who serves as a member of the Personnel & Compensation Committee, the Corporate Governance Committee and the Board considered all factors specifically relevant to determining whether such Director has a relationship with the Company or any of its subsidiaries which is material to such Director's ability to be independent from management in connection with the Director's duties as a member of the Personnel & Compensation Committee, including, but not limited to (i) the source of compensation of such Director, including any consulting, advisory or other compensatory fee paid by the Company to such Director; and whether such Director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.