Shareowner Rights Policy

Adopted by the Board on May 4, 2004

The Company does not have a shareowner rights plan and is not currently considering adopting one. The Board's policy is that it will only adopt a shareowner rights plan if either (1) the shareowners have approved adoption of the rights plan or (2) the Board in its exercise of its fiduciary responsibilities, including a majority of the independent members of the Board, makes a determination that, under the circumstances existing at the time, it is in the best interests of the shareowners to adopt a shareowner rights plan without the delay in adoption that would come from the time reasonably anticipated to seek shareowner approval.