A director must promptly resign in case of not receiving thevote of at least the majority of the votes cast at any meeting for theuncontested election of directors under an amendment to 'scorporate governance guidelines.

The board adopted the amendment July 20.

The nominating and governance committee will recommend tothe board as to whether to accept or reject the tendered resignation, or whetherother action should be taken. The board will then act on the tenderedresignation and publicly disclose its decision and the rationale behind itwithin 90 days from the date of the certification of the election results.