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Members of the Board of Directors shall act at all times in accordance with the requirements of the Corporation's Standards of Business Conduct, which shall be applicable to each Director.

This obligation shall at all times include, without limitation, strict adherence to the Corporation's policies with respect to conflicts of interest, confidentiality, protection of the Corporation's assets, ethical conduct in all business dealings and respect for and compliance with applicable law.

Any waiver of the requirements of the Standards of Business Conduct with respect to any individual Director shall be reported to, and be subject to the approval of, the Board of Directors.

The Board shall conduct an annual review and evaluation of its conduct and performance based upon completion by all Directors of an evaluation form that includes, among other things, an assessment of


(a)

the Board's composition and independence;
(b)
the Board's access to and review of information from management, and the quality of such information;
(c)
the Board's responsiveness to shareholder concerns;
(d)
maintenance and implementation of the Corporation's standards of conduct; and
(e)
maintenance and implementation of these Guidelines.

The review shall seek to identify specific areas, if any, in need of improvement or strengthening and shall culminate in a discussion by the full Board of the results and any actions to be taken. The Governance and Nominating Committee shall have responsibility for ensuring that the annual review and evaluation are carried out.

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