INVESTORS

Governance Policies of the Board of Directors

The Board of Directors (the “Board”) of SRA International, Inc. (the “Company”) has adopted the following Governance Policies of the Board of Directors (the “Guidelines”) to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company and its stockholders. The Guidelines should be applied in a manner consistent with all applicable laws and stock exchange rules and the Company’s charter and bylaws, each as amended and in effect from time to time. The Guidelines provide a framework for the conduct of the Board’s business. The Board may modify or make exceptions to the Guidelines from time to time in its discretion and consistent with its duties and responsibilities to the Company and its stockholders.

A. Director Responsibilities
  1. Oversee Management of the Company. The principal responsibility of the Directors is to oversee the management of the Company and, in so doing, serve the best interests of the Company and its stockholders. This responsibility includes:
    • Reviewing and approving fundamental operating, financial and other corporate plans, strategies and objectives.
    • Evaluating the performance of the Company and its senior executives and taking appropriate action, including removal, when warranted.
    • Evaluating the Company’s compensation programs on a regular basis and determining the compensation of its senior executives.
    • Requiring, approving and implementing senior executive succession plans.
    • Evaluating whether corporate resources are used only for appropriate business purposes.
    • Establishing a corporate environment that promotes timely and effective disclosure (including robust and appropriate controls, procedures and incentives), fiscal accountability, high ethical standards and compliance with all applicable laws and regulations.
    • Reviewing and approving material transactions and commitments not entered into in the ordinary course of business.
    • Developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.
    • Providing advice and assistance to the Company’s senior executives.
    • Evaluating the overall effectiveness of the Board and its committees.
  2. Exercise Business Judgment. In discharging their fiduciary duties of care, loyalty and candor, Directors are expected to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its stockholders.
  3. Understand the Company and its Business. In acting as an advisor and counselor to senior management, Directors have an obligation to become and remain reasonably informed about the Company and its business, including the principal operations and financial objectives, strategies and plans of the Company and the competitive factors that contribute to the Company’s successs.
  4. Ensure Effective Systems Exist. Directors are responsible for determining that effective systems are in place for the periodic and timely reporting to the Board on important matters concerning the Company, including the following:
    • Current business and financial performance, the degree of achievement of approved objectives and the need to address forward-planning issues.
    • Future business prospects and forecasts, including actions, facilities, personnel and financial resources required to achieve forecasted results.
    • Financial statements, with appropriate segment or divisional breakdowns.
    • Adoption, implementation and monitoring of effective compliance programs to assure the Company’s compliance with law and corporate policies.
    • Material litigation and governmental and regulatory matters.
    • Responding, where appropriate, to communications received directly from stockholders.
  5. Directors should also periodically review the integrity of the Company’s internal control and management information systems.
  6. Board, Stockholder and Committee Meetings. Directors are responsible for attending Board meetings, meetings of committees on which they serve and the annual meeting of stockholders, and devoting the time needed, and meeting as frequently as necessary, to discharge their responsibilities properly.
  7. Reliance on Management and Advisors; Indemnification. The Directors are entitled to rely on the Company’s senior executives and its outside advisors, auditors and legal counsel, except to the extent that any such person’s integrity, honesty or competence is in doubt. The Directors are also entitled to the benefit of Company-provided indemnification, statutory exculpation and Directors’ and Officers’ liability insurance.

B. Director Qualification Standards
  1. Independence. Except as may otherwise be permitted by NYSE Rules, a majority of the members of the Board shall be independent Directors. To be considered independent: (1) a Director must be independent as determined under Section 303A.02 of the New York Stock Exchange Listed Company Manual and (2) in the Board’s judgment, the Director must not have a material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).


    The Board has established additional guidelines to assist it in determining whether a Director has a material relationship with the Company. Under these guidelines, a Director will not be considered to have a material relationship with the Company if he or she:
    • is an executive officer of another company that does business with the Company, unless the annual sales to, or purchases from, the Company account for more than $1,000,000 or two percent, whichever is greater, of the annual consolidated gross revenues of the company he or she serves as an executive officer;
    • is an executive officer of another company which is indebted to the Company, or to which the Company is indebted, unless the total amount of either company’s indebtedness to the other is more than one percent of the total consolidated assets of the company he or she serves as an executive officer; or
    • serves as an officer, Director or trustee of a charitable organization, unless the Company’s discretionary charitable contributions to the organization are more than the greater of $1 million or two percent of that organization’s total annual charitable receipts. (The Company’s automatic matching of employee charitable contributions, if any, will not be included in the amount of the Company’s contributions for this purpose.)

    In addition, ownership of a significant amount of the Company’s stock, by itself, does not constitute a material relationship.
    For relationships not covered by the guidelines set forth above, the determination of whether a material relationship exists shall be made by the other members of the Board of Directors who are independent as defined above.
  2. Size of the Board. The Board believes it is an appropriate size given the Company’s present circumstances, but that a smaller or larger Board may be appropriate at any given time, depending on circumstances and changes in the Company’s business.
  3. Other Directorships. A Director shall limit the number of other public company boards on which he or she serves so that he or she is able to devote adequate time to his or her duties to the Company, including preparing for and attending meetings.
    Directors shall provide notice to the Chairman of the Board and the Chairman of the Governance Committee in advance of accepting an invitation to serve on another company’s board of directors, or establishing other significant relationships with businesses, institutions, governmental units or regulatory entities, in order to enable the Company to determine whether any regulatory issues or potential conflicts of interest are raised by the Director accepting such invitation. Service on boards and/or committees of other organizations shall comply with the Company’s conflict of interest policies, including the Director Conflict of Interest Policy and other Company policies in effect at such time.
  4. Tenure. The Board does not believe it should establish term limits. Term limits could result in the loss of Directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and an institutional memory that benefit the entire membership of the Board as well as management. As an alternative to term limits, the Governance Committee shall review each Director’s continuation on the Board at least every year. This will allow each Director the opportunity to conveniently confirm his or her desire to continue as a member of the Board and allow the Company to conveniently replace Directors who are no longer interested or effective.
  5. Retirement. The Board does not believe it should establish a mandatory retirement age. Mandatory retirement could result in the loss of Directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and an institutional memory that benefit the entire membership of the Board as well as management. As an alternative to mandatory retirement, the Governance Committee shall review each Director’s continuation on the Board at least once every three years. This will allow each Director the opportunity to conveniently confirm his or her desire to continue as a member of the Board and allow the Company to conveniently replace Directors who are no longer interested or effective.
  6. Lead Director. In the event that the Chairman of the Board is not an independent Director, the Governance Committee shall nominate an independent Director to serve as “Lead Director,” who shall be approved by a majority of the independent Directors.

    The Lead Director shall:

    • Chair any meeting of the non-management or independent Directors in executive session;
    • Meet with any Director who is not adequately performing his or her duties as a member of the Board or any committee;
    • Facilitate communications between other members of the Board and the Chairman of the Board and/or the Chief Executive Officer; however, each Director is free to communicate directly with the Chairman of the Board and with the Chief Executive Officer;
    • Work with the Chairman of the Board in the preparation of the agenda for each Board meeting and in determining the need for special meetings of the Board; and
    • Otherwise consult with the Chairman of the Board and/or the Chief Executive Officer on matters relating to corporate governance and Board performance.
  7. Separation of the Offices of Chairman and Chief Executive Officer. The Board does not have a policy on whether the offices of Chairman of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from among the independent Directors or should be an employee of the Company. The Board will determine what it believes to be the best arrangement for the Company and its stockholders in light of all relevant circumstances.
  8. Selection of New Director Candidates. Except where the Company is legally required by contract or otherwise to provide third parties with the ability to nominate Directors, the Governance Committee shall be responsible for (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and (ii) recommending to the Board the persons to be nominated for election as Directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board. Upon a Director’s request, a Director may have the opportunity to meet with any individual considered for nomination by the Governance Committee for election to the Board prior to such individual’s nomination.
    The Governance Committee shall also nominate the Chairman of the Board for election by a majority of the Board of Directors. Director nominees shall be considered for recommendation by the Governance Committee in accordance with these Guidelines, the policies and principles in its charter and the criteria set forth in Attachment B to these Guidelines. It is expected that the Governance Committee will have direct input from the Chairman of the Board, the Chief Executive Officer and the Lead Director. The Governance Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole. This review shall include consideration of diversity, age, skills and experience in the context of the needs of the Board.
  9. Extending the Invitation to a New Director Candidate to Join the Board. Unless otherwise authorized, in writing, by the Chairman of the Board, the invitation to join the Board should be extended by the Chairman of the Board, on behalf of the Board, and the Chairman of the Governance Committee, on behalf of such Committee. Unauthorized approaches to prospective Directors can be premature, embarrassing and harmful.
  10. Change of Responsibility of Director. The Board believes that any Director who retires from his or her principal current employment, or who materially changes his or her current position, should offer to tender his or her resignation to the Board only in the event such change creates a conflict of interest. The Board will consider such changing circumstances in determining whether to accept such resignation.

C. Board Meetings
  1. Selection of Agenda Items. The Chairman of the Board shall establish the agenda for each Board meeting. At the beginning of the year the Chairman of the Board shall establish a schedule of subjects to be discussed during the year (to the extent practicable). Each Board member is free to suggest the inclusion of agenda items and is free to raise at any Board meeting subjects that are not on the agenda for that meeting. During at least one meeting each year, the Board shall review the Company’s long-term strategic plans and the principal issues that the Company expects to confront in the future.
  2. Frequency and Length of Meetings. The Chairman of the Board, in consultation with the members of the Board, shall determine the frequency and length of the Board meetings. Special meetings may be called from time to time as determined by the needs of the business.
  3. Advance Distribution of Materials. Information and data that are important to the Board’s understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the Directors before the meeting, and Directors should review these materials in advance of the meeting. Presentations made at Board meetings should generally do more than summarize previously distributed Board meeting materials. The Directors acknowledge that certain items to be discussed at a Board or committee meeting may be of an extremely confidential or time-sensitive nature and that the distribution of materials on these matters prior to meetings may not be appropriate or practicable. Accordingly, the proceedings and deliberations at Board meetings (including Committee meetings) shall be confidential. Each Director will use reasonable efforts to maintain the confidentiality of information received in connection with his or her service as a Director, whether such information is written or oral, and whether received at a meeting or otherwise.
  4. Executive Sessions. In general, the agenda for every regularly scheduled Board meeting shall include a meeting of the “non-management” Directors, as defined by the rules of the New York Stock Exchange, in executive session. In any event, the “non-management” Directors shall meet in executive session at least semiannually to discuss, among other matters, the performance of the Chief Executive Officer. The non-management directors will meet in executive session at other times at the request of any non-management Director. The Director who presides at meetings of the non-management Directors shall be the Lead Director and his or her name shall be disclosed in the annual meeting proxy statement.
  5. Recusal. At the Chairman’s discretion, the Chairman may ask a Director to recuse themself from any debate or discussion regarding a decision of the Board affecting their personal or business interests, or involving a related person transaction as such terms are defined by the Securities and Exchange Commission and the NYSE.
  6. Attendance of Non-Directors at Board Meetings. The Board welcomes regular attendance at each Board meeting of senior executives of the Company. Furthermore, the Board encourages the senior executives of the Company to, from time to time, bring Company personnel into Board meetings who (i) can provide additional insight into the items being discussed because of personal involvement in these areas or (ii) appear to be persons with future potential who should be given exposure to the Board.

D. Board Committees
  1. Key Committees. The Board shall have at all times an Audit Committee, a Compensation Committee and a Governance Committee. Each such committee shall have a charter that has been approved by the Board. The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.
  2. Assignment and Rotation of Committee Members. The Governance Committee may recommend to the Board the Directors the members to be appointed to each committee of the Board. Except as otherwise permitted by the applicable rules of the New York Stock Exchange, each member of the Audit Committee, the Compensation Committee and the Governance Committee shall be an “independent director” as defined by such rules.
  3. Committee Charters. In accordance with the applicable rules of the New York Stock Exchange, the charters of the Audit Committee, the Compensation Committee and the Governance Committee shall set forth the purposes, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The Board shall, from time to time as it deems appropriate, review and reassess the adequacy of each charter and make appropriate changes.
  4. Selection of Agenda Items. The chairman of each committee, in consultation with the committee members, shall develop the committee’s agenda. At the beginning of the year each committee shall establish a schedule of subjects to be discussed during the year (to the extent practicable). The schedule for each committee meeting shall be furnished to all Directors.
  5. Frequency and Length of Committee Meetings. The chairman of each committee, in consultation with the committee members, shall determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. Special meetings may be called from time to time as determined by the needs of the business and the responsibilities of the committees.

E. Director Access to Management and Independent Advisors
  1. Access to Officers and Employees. Directors have full and free access to officers and employees of the Company. Any meetings or contacts that a Director wishes to initiate may be arranged through the Chief Executive Officer or the Secretary or directly by the Director. The Directors shall use their judgment to ensure that any such contact is not disruptive to the business operations of the Company and shall, to the extent appropriate, copy the Chief Executive Officer on any written communications between a Director and an officer or employee of the Company.
  2. Access to Independent Advisors. The Board and each committee have the power to hire and consult with independent legal, financial or other advisors for the benefit of the Board or such committee, as they may deem necessary, without consulting or obtaining the approval of any officer of the Company in advance. Such independent advisors may be the regular advisors to the Company. Unless otherwise set forth in the charter of any committee, the Board or any such committee is empowered, without further action by the Company, to cause the Company to pay the reasonable compensation of such advisors as established by the Board or any such committee.

F. Director Compensation
  1. Role of Board and Committees. The form and amount of Director compensation shall be determined by the Board in accordance with the policies and principles set forth below. The Governance Committee shall conduct an annual review of the compensation of the Company’s Directors. The Governance Committee shall consider that questions as to Directors’ independence may be raised if Director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a Director is affiliated or if the Company enters into consulting contracts or business arrangements with (or provides other indirect forms of compensation to) a Director or an organization with which the Director is affiliated.
  2. Form of Compensation. The Board believes that Directors should be incentivized to focus on long-term stockholder value. The Board includes equity as a part of Director compensation to help align the interest of Directors with those of the Company’s stockholders. The Board of Directors Compensation Plan for Non-Employee Directors sets forth the compensation for non-employee Directors and is approved by the Board annually. Employee Directors of the Company are not separately compensated for their service on the Board.
  3. Amount of Consideration. The Company seeks to attract exceptional talent to its Board. Therefore, the Company’s policy is to compensate Directors at least competitively relative to comparable companies. The Company’s management shall, from time to time, present a comparison report to the Board, comparing the Company’s Director compensation with that of comparable companies. The Board believes that it is appropriate for the Chairman of the Board and the chairmen and members of the committees to receive additional compensation for their services in those positions.
  4. Employee Directors. Directors who are also employees of the Company shall receive no additional compensation for Board or committee service.

G. Director Orientation and Continuing Education
  1. Director Orientation. The Board and the Company’s management shall conduct a mandatory orientation program for new Directors. The orientation program shall include presentations by management to familiarize new Directors with the Company’s strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its code of business conduct and ethics, its principal officers, its internal and independent auditors and its General Counsel and outside legal advisors. In addition, the orientation program shall include a review of the Company’s expectations of its Directors in terms of time and effort, a review of the Directors’ fiduciary duties and visits to Company headquarters and, to the extent practical, certain of the Company’s significant facilities. All other Directors are also invited to attend the orientation program.
  2. Continuing Education. Each Director is expected to be involved in continuing Director education on an ongoing basis to enable him or her to better perform his or her duties and to recognize and deal appropriately with issues that arise. The Company shall pay all reasonable expenses related to continuing Director education.

H. Management Evaluation and Succession
  1. Selection of Chief Executive Officer. The Board selects the Company’s Chief Executive Officer in the manner that it determines to be in the best interests of the Company’s stockholders.
  2. Evaluation of Senior Executives. The Governance Committee shall be responsible for overseeing the evaluation of the Company’s senior executives. In conjunction with the Compensation Committee and, the Audit Committee in the case of the evaluation of the senior financial executives, the Governance Committee shall determine the nature and frequency of the evaluation and the persons subject to the evaluation, supervise the conduct of the evaluation and prepare assessments of the performance of the Company’s senior executives, to be discussed with the Chairman of the Board, the Chief Executive Officer, and the Board periodically.
  3. Succession of Senior Executives. The Governance Committee shall present an annual report to the Board on succession planning, which shall include transitional Board leadership in the event of an unplanned vacancy. The entire Board shall assist the Governance Committee in finding and evaluating potential successors to the Chief Executive Officer, the Chief Financial Officer and other executive officers of the Company. The Chief Executive Officer, the Chief Financial Officer and other executive officers should at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. The Governance Committee shall identify, and periodically review and reassess, the qualities and characteristics necessary for an effective Chief Executive Officer, Chief Financial Officer and other executive officers. With these principles in mind, the Governance Committee shall periodically monitor and review the development and progression of potential internal candidates against these standards.

I. Annual Performance Evaluation of the Board

The Governance Committee Chairman shall oversee an annual self-evaluation of the Board and each Board committee to determine whether it and its committees are functioning effectively. The Governance Committee Chairman, together with the Chairman of the Board, shall determine the nature of the evaluation. The Governance Committee Chairman will supervise the conduct of the evaluation and convey his or her assessment to the Chairman of the Board. The Governance Committee Chairman shall provide a committee-specific assessment to the Chairman of each Board committee. To assist in its self-assessment, the Board shall, at the beginning of each year, consider establishing an agreed-upon list of Board objectives and performance goals for the year, which shall be used as benchmarks in evaluating its performance at year end. The purpose of this process is to improve the effectiveness of the Board and its committees and not to target individual Board members.

J. Board Interaction with Stockholders, Institutional Investors, the Press, Customers, Etc.

The Board believes that the Chief Executive Officer and his or her designees speak for the Company. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company. It is, however, expected that Board members would do so with the knowledge of and, absent unusual circumstances or as contemplated by the committee charters, only at the request of the Company’s senior executives.

The Board will give appropriate attention to written communications that are submitted directly to them by stockholders or other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by the committee charters, the Chairman of the Board (if an independent director), or the Lead Director (if one is appointed), or otherwise the Chairman of the Governance Committee shall, subject to advice and assistance from the general counsel, (1) be primarily responsible for addressing communications submitted to the Board by shareholders or other interested parties, and (2) provide copies or summaries of such communications to the other directors as he or she considers appropriate.

K. Board Interaction with Stockholders, Institutional Investors, the Press, Customers, Etc.

The Audit Committee shall review and recommend for approval to the Board any transaction between the Company and a “related person,” which is required to be disclosed under the rules of the Securities and Exchange Commission. All transactions between the Company and a related person must be (i) approved by a majority of the disinterested members of the Board and (ii) on terms no less favorable to the Company than could be obtained from unaffiliated third parties. Transactions involving compensation for services provided to the Company as an employee, Director, consultant or similar capacity by a related person are not covered by this policy.
For purposes of this requirement, the terms “transaction” and “related person” shall have the meanings contained in Item 404 (or any successor item) of Regulation S-K.

L. Periodic Review of the Corporate Governance Guidelines

The Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of these Guidelines and recommend any proposed changes to the Board for approval.

Director Conflict of Interest Policy

Directors should take all reasonable steps to avoid conflicts of interest with the Company. However, from time to time, a Director of the Company may have an actual or potential conflict of interest with the Company. A conflict of interest is any activity that is inconsistent with or opposed to the Company’s best interests, or that gives the appearance of impropriety or divided loyalty. A conflict of interest may include, without limitation, service on the board of directors of a company or entity deemed competitive with the Company; a contract or other transaction, or pending or threatened litigation, between the Company and the director or between the Company and any corporation, firm or association with which the director has a material financial interest; the actual or potential use of confidential information of the Company by the director or any corporation, firm or association with which the director has a material financial interest in a manner that could be adverse to the best interests of the Company; or engaging in outside businesses that compete with or sell services that are competitive to the Company.

The Company’s General Counsel will survey each Director annually to determine if the director has any actual or potential conflicts of interest with the Company. In addition, any Director with an actual or potential conflict of interest with the Company at any time during the year shall notify the Company’s General Counsel promptly in writing of the material facts of the actual or potential conflict of interest. The Company’s General Counsel shall notify the Chairman of the Governance Committee (the “Committee”) of any actual or potential conflict of interest involving a director. If the conflict of interest involves a “related party transaction,” as such term is used in Regulation S-K, the Committee shall refer the matter to the Audit Committee for review.

The Chairman of the Committee, with such assistance from the Company’s General Counsel, and, at the Company’s expense, any outside advisers as the Chair deems necessary or appropriate, shall gather the material facts of the actual or potential conflict of interest and shall review such material facts with the other members of the Committee. In the meeting, the Committee then shall make a determination whether an actual or potential conflict of interest with the Company exists. If the Committee determines that no actual or potential conflict of interest exists, the Committee shall not take any further action. If the Committee determines that an actual or potential conflict of interest exists, the Committee shall determine an appropriate remedy.

The Director with the actual or potential conflict of interest shall not participate in the Committee’s consideration of the conflict of interest. In the event the Chair of the Committee has the actual or potential conflict of interest, the remaining members of the Committee shall designate a member of the Committee to lead the Committee’s consideration of the conflict of interest and report to the Board.

CRITERIA FOR NOMINATION AS A DIRECTOR
General Criteria
  1. Nominees should have a reputation for integrity, honesty and service, and adherence to high ethical standards.
  2. Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company. Nominees should be well-known and respected by their peers for their leadership.
  3. Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees.
  4. Nominees should have the interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders.
  5. Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a Director.
  6. Nominees shall not be discriminated against on the basis of race, religion, national origin, gender, sexual orientation, disability or any other basis proscribed by law. The value of diversity on the Board should be considered.
  7. Nominees should complement the experience of existing Board members. Experience leading a large, diversified information technology consulting and system integration practice, operational experience in mergers and acquisitions, specialized experience in the specific business areas of the Company, experience as a senior government executive or senior military officer, or other differentiating experiences shall be considered when evaluating Nominees.
Application of Criteria to Existing Directors

The re-nomination of existing Directors should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above. In addition, the Governance Committee shall consider the existing Directors’ performance on the Board and any committee, which shall include consideration of the extent to which the Directors undertook continuing Director education.

Criteria for Composition of the Board

The backgrounds and qualifications of the Directors considered as a group should provide a significant breadth of experience, knowledge and abilities that shall assist the Board in fulfilling its responsibilities and further the Company’s long-term business interests.

In determining whether to recommend a director nominee, the Governance Committee members should consider and discuss diversity, among other factors, with a view toward the needs of the Board as a whole. The Governance Committee members take into account such factors as geographic, occupational, gender, race and age diversity, among other factors, when identifying possible nominees for Director. The diversity of Directors is one of the factors that the Governance Committee considers, along with the other selection criteria described above.

(As approved on May 4, 2010)