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Independent Compensation Consultant Policy

The Board of Directors adopted the following policy on July 14, 2016:

Any compensation consultant engaged by the Executive Compensation Committee of the Board of Directors (the “Committee”) in connection with the discharge of the Committee’s duties and responsibilities shall be independent, as determined by the Committee. In making its determination as to the independence of the compensation consultant, the Committee shall consider all factors relevant to the consultant’s independence from management, including the specific factors set forth in Section 303A.05(c) of the New York Stock Exchange Listed Company Manual.