AR 13


Proxy/Information about the Board of Directors and Corporate Governance/Other Information about the Board's Structure

Board Size. The Company's Board size currently has been fixed at ten, with three Directors to be elected at the Annual Meeting. The Company's Amended and Restated Certificate of Incorporation provides that the Board will consist of at least three and not more than fifteen Directors and, while the Board is permitted to increase its size during the year and elect a Director to fill the vacancy created by the increase, any Director so elected may only serve until the annual meeting immediately following his or her election. Under our Corporate Governance Principles, a Board size of nine to eleven individuals continues to be considered appropriate.

Mandatory Retirement. The Company's Bylaws provide for mandatory Director retirement at age 72 (age 75 for directors serving as of November 14, 2000). The Board's policy in implementing this requirement is that if a Director attains mandatory retirement age during his or her then-current term, the Director may continue to serve the remaining portion of that term. Although the Board is permitted to make exceptions to this requirement, it intends to exercise this right only under extraordinary circumstances. Ms. Kraus, our Lead Director, was re-elected at the 2013 Annual Meeting, and she is expected to continue to serve as a Director until her current three-year term expires at the 2016 Annual Meeting.

Change of Principal Occupation. Our Corporate Governance Principles require Directors who change their principal occupation, position, or responsibility held at the time of election to submit a conditional letter of resignation to the Board, after which a judgment will be made in each case as to the appropriateness of continued membership under the circumstances.