IncentiveCompensation Recoupment Policy

In the event that the Corporation restates all or a portion of its financial statements within two years of the filing of such financial statements with the Securities and Exchange Commission, the Board or the committee to which the full Board has delegated the authority to enforce this policy will, to the extent permitted by applicable law and as it deems appropriate in its sole discretion, in whole or in part, (i) require reimbursement of any bonus or incentive compensation paid or granted after May 28, 2009 to any executive officer or any other officer designated by the Board as being subject to this policy (and who is so notified of such designation) (collectively, the "Subject Officers"), (ii) cause the cancellation of the Subject Officers' restricted or deferred stock awards, restricted stock units, performance share units, outstanding stock options and other equity awards that formed all or a portion of such bonus or incentive compensation, and (iii) seek reimbursement from the Subject Officers of (A) any gains realized on the exercise of stock options or sale of shares of stock or (B) payments received in respect of restricted stock units, performance share units or other awards payable in cash, in either case attributable to any awards that formed all or a portion of such bonus or incentive compensation, if and to the extent that (a) the amount of bonus or incentive compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement, and (b) the amount of the bonus or incentive compensation that would have been awarded to the Subject Officers had the financial results been properly reported would have been lower than the amount actually awarded. Each Subject Officer's bonus and incentive compensation shall be subject to recoupment in accordance with this policy regardless of the fault, misconduct or responsibility of such Subject Officer in connection with the restatement.