<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<Page>

                                                                    Exhibit 99.1


           BOARD POLICY ON SEVERANCE AGREEMENTS WITH SENIOR EXECUTIVES

The Board of Directors has adopted the following policy with reference to
severance agreements with "Senior Executives":

1.       The term "Senior Executives" is to be defined in accordance with the
         existing Section 16 designation of "officers," as determined from time
         to time by the Board of Directors.

2.       In the event of termination of a senior executive without cause, the
         executive would be entitled to receive:

         -     At the discretion of the Management Development & Compensation
               Committee, a lump sum cash payment not to exceed two (2) times
               the individual's current base salary plus target bonus;

         -     Immediate vesting of any restricted stock previously granted
               under the terms of the Performance Share Plan, based on a pro
               rata calculation as of the termination date on the assumption
               that the pre-established targets were attained in each of the
               award periods;

         -     Vesting of previously granted stock options, as appropriate for
               the grant date and the executive's age and years of service at
               termination, in accordance with the then existing regulations of
               the Company's Long-Term Incentive Compensation Plan;

         -     If the individual is eligible for retirement, any benefits
               payable under the terms of any qualified or non-qualified Company
               pension plan(s) then in effect;

         -     Any other miscellaneous post-termination benefits (e.g.,
               continuation of medical and dental coverage) generally available
               to a larger class of employees or to employees generally.

3.       The determination of the amount of any lump sum cash payment would be
         made by the Management Development & Compensation Committee. If the
         senior executive being terminated is also a member of the Board of
         Directors, the determination of the amount of the lump sum payment, if
         any, would be made by the independent directors, based on the
         recommendation of the Management Development & Compensation Committee.

4.       The determination of the value of non-cash items, as well as the
         present value of any cash or non-cash benefits payable over a period of
         time, shall be made by the Committee or by the Board in its sole
         discretion using commonly accepted valuation techniques and principles.

5.       In the event the present cash value of any negotiated severance
         agreement with a senior executive were to exceed the limitations set
         forth above, the Board of Directors shall seek shareholder approval or
         ratification of that agreement at the next annual meeting or any
         special meeting of shareholders, whichever occurs first.

6.       The term "severance agreement" does not include an agreement for future
         services to be rendered to the Company (e.g., consulting agreements),
         or an agreement to refrain from certain conduct (e.g., covenants not to
         compete, covenants not to solicit, etc.).

7.       This Severance Policy can only be amended, modified or rescinded by
         action of the Board of Directors, which may do so at any time in its
         sole discretion.








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