EXHIBIT 99.2
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                           Director Resignation Policy
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As a condition for nomination or re-nomination, a director nominee shall agree
to submit a letter of resignation from the Board in the event the director fails
to receive a majority of votes cast in an uncontested election. A "majority of
votes cast" means that the number of shares voted "for" a director exceeds the
number of votes cast as "withheld" or "against" that director. A nominee who
does not receive a majority of the votes cast shall immediately tender his or
her resignation, and the Board of Directors shall decide, through a process
managed by the Corporate Governance & Nominating Committee and excluding the
nominee in question, whether to accept the resignation at its next regularly
scheduled Board meeting and in any event within 90 days after the certification
of the election results. Absent a compelling reason for the director to remain
on the Board, it is expected that the Board will accept the resignation. The
Board's explanation of its decision shall be promptly disclosed in a Current
Report on Form 8-K filed with the Securities and Exchange Commission.