1. Represent the interests of the Company's shareholders in maintaining and enhancing the success of the Company's business, including optimizing long-term returns to increase shareholder value.
2. Selection and evaluation of a well-qualified Chief Executive Officer ("CEO") of high integrity, and approval of other members of the senior management team.
3. Oversee and interact with senior management with respect to key aspects of the business including strategic planning, management development and succession, operating performance, and shareholder returns.
4. Provide general advice and counsel to the Company's CEO and senior executives.
5. Adopt and oversee compliance with the Company's Code of Business Conduct and Ethics (the "Code of Conduct"). Promptly disclose any waivers of the Code of Conduct for Directors or executive officers.
6. Hold regularly scheduled executive sessions of independent directors. Designate and publicly disclose the name of the Director who will preside at such meetings. Formally evaluate the performance of the CEO and senior management each year in executive sessions.
7. Regular attendance at Board meetings is mandatory. Meeting materials should be reviewed in advance.
8. Duty of Care: In discharging the duties of a Director, including duties as a Committee member, a Director shall act: (a) in good faith; (b) with care an ordinary prudent person in a like position would exercise under similar circumstances and (c) in a manner he or she believes to be in the best interests of the Company.

1. The Nominating and Corporate Governance Committee, with the input of the CEO, is responsible for recommending to the Board, subject to the Company's Articles of Incorporation with respect to the nomination rights of the holders of Series B Non-Participating Convertible Preferred Stock, (a) nominees for Board membership to fill vacancies or newly created positions and (b) the persons to be nominated by the Board for election at the Company's Annual Meeting of Shareholders. The Nominating and Corporate Governance Committee does not solicit Director nominations, but will consider recommendations sent on a timely basis to the Secretary of the Company.
2. In connection with the selection and nomination process, the Nominating and Corporate Governance Committee shall review the desired experience, mix of skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board. The Board will generally look for individuals who have displayed high ethical standards, integrity, and sound business judgment. The process is designed to ensure that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company.
3. Independent directors must comprise a majority of the Board.
4. Any Director who satisfies all of the following criteria shall be determined to be an independent director of the Company:
   1. the director has not been an employee, and does not have an immediate family member who has been an executive officer, of the Company within the last three years;
   2. the director has not received, and does not have an immediate family member who has received, more than $100,000 per year in direct compensation from the Company, other than from director and committee fees, and pension or other forms of deferred compensation for prior service (provided such service is not contingent in any way on continued service), within the past three years;
   3. the director is not affiliated with, or employed by, and does not have an immediate family member who is affiliated with, or employed in, a professional capacity by a present or former internal or external auditor of the Company within the past three years;
   4. within the past three years, the director was not employed, and did not have an immediate family member who was employed, as an executive officer of another company where any of the Company's present executives serve on the other company's compensation committee;
   5. within the past three years, the director was not an executive officer or an employee, and did not have an immediate family member who was an executive officer, of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year, exceeded the greater of $1 million or 2% of the other company's consolidated gross revenues; and
   6. the director does not have any other material relationship with the Company, either directly or as a partner, member, shareholder or officer of an organization that has a relationship with the Company.
   In making a determination regarding a proposed director's independence, the Board shall consider all relevant facts and circumstances, including the director's commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and such other criteria as the Board may determine from time to time.
5. In addition to satisfying all of the independent criteria set forth in paragraph 4 above, all members of the Audit Committee must also meet the following requirements:
   1. Director's fees are the only compensation that members of the Audit Committee may receive from the Company. Audit Committee members may not receive consulting, advisory or other compensatory fees from the Company (other than in his or her capacity as a member of the Audit Committee, the Board of Directors, or any other committee of the Board); and
   2. No member of the Audit Committee may be an "affiliated person" of the Company or any subsidiary of the Company, as such term is defined by the Securities and Exchange Commission.
6. When a director's principal occupation or business changes substantially from the position he or she held when originally invited to join the Board, the director will tender a letter of resignation to the directors and the Nominating and Corporate Governance Committee. The committee will review whether the new occupation, or retirement, of the director is consistent with the rationale for originally selecting that individual and the guidelines for board membership and will recommend to the Board as a whole the action to be taken regarding the resignation offer.
7. No director may serve on more than five other public company boards. Directors should advise the Chairman of the Board and the Chairman of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board. For purpose of this requirement, a family of mutual funds will be considered a single public company.
8. The Board has not established term limits for Directors. Although term limits can promote the inclusion on the Board of people with diverse perspectives, the process described in paragraph 2 of this Section can achieve the same result. Moreover, term limits have the disadvantage of causing the Company to lose the contributions of Directors who have been able to develop over a period of time, increasing insight into the Company and its operations, thereby increasing their contributions to the Company.

1. The Board shall at all times have a Nominating and Corporate Governance Committee, an Audit Committee and a Compensation Committee, each comprised solely of independent directors.
2. The Board shall evaluate and determine the circumstances under which to form new committees.

1. Non-Employee directors, committee members and committee chairs shall receive reasonable compensation for their services, as may be determined from time to time by the Board upon recommendation of the Compensation Committee. Compensation for non-employee directors, committee members and committee chairs shall be consistent with the market practices of other similarly situated companies but shall not be at a level or in a form that would call into question the Board's objectivity. The Compensation Committee of the Board shall annually review and report to the Board with respect to director compensation and benefits.
2. Directors who are employees receive no additional pay for serving as Directors.
3. Directors who are members of the Audit Committee may receive no compensation from the Company other than the fees they receive for serving as Directors and committee members.

1. The Board is expected to be highly interactive with senior management. Directors are granted access to the name, location, and phone number of all employees of the Company.
2. It is Board policy that executive officers and other members of senior management who report directly to the CEO be present at Board meetings at the invitation of the Board. The Board encourages such executive officers and senior management to make presentations, or to include in discussions at Board meetings managers and other employees who (1) can provide insight into the matters being discussed because of their functional expertise and/or personal involvement in such matters and/or (2) are individuals with high potential whom such executive officers and senior management believe the Directors should have the opportunity to meet and evaluate.
3. Directors are authorized to consult with independent advisors, as is necessary and appropriate, without management.

1. The Board shall implement and maintain an orientation program for newly elected directors.
2. Directors are required to continue educating themselves with respect to industry practices.

1. The Board will develop plans for the succession to the position of Chief Executive Officer. The Compensation Committee is responsible for making recommendations to the Board about succession planning. The Compensation Committee also recommends to the Board succession plans in the event of an emergency or the retirement of the CEO.
2. The CEO shall provide an annual report to the Board assessing senior managers and their potential to succeed him or her, and such report shall be reviewed by the Compensation Committee. The report shall also contain the CEO's recommendation as to his or her successor.
3. The Compensation Committee is responsible for making recommendations to the Board concerning annual and long-term performance goals for the CEO and for evaluating his or her performance against such goals.

1. The Board and its Committees will conduct a self-evaluation at least annually to determine whether it and its Committees are functioning effectively.
2. The Board will also review the Nominating and Corporate Governance Committee's periodic recommendations concerning the performance and effectiveness of the Board and its Committees.

Amended and Restated December 11, 2007