ICS is a wholly owned subsidiary of Institutional Shareholder Services Inc.
(ISS). ICS provides advisory services, analytical tools and publications to
companies to enable them to improve shareholder value and reduce risk through
the adoption of improved corporate governance practices. The ISS Global
Research Department, which is separate from ICS, will not give preferential
treatment to, and is under no obligation to support, any proxy proposal of a
corporate issuer (whether or not that corporate issuer has purchased products
or services from ICS). No statement from an employee of ICS should be construed
as a guarantee that ISS will recommend that its clients vote in favor of any
particular proxy proposal.