Nasdaq and New York Stock Exchange Modify Rules for Director Independence

August 26, 2008

The Nasdaq Stock Market and the New York Stock Exchange have both recently made changes to their bright-line tests for director independence.

I. NASDAQ

On August 8, 2008, the Securities and Exchange Commission ("SEC") approved a rule change proposed by the Nasdaq Stock Market LLC modifying the definition of "independent director."

The previous rule prohibited a director who had accepted, or who had a family member who had accepted, compensation in excess of $100,000 during any 12 month period within the preceding three years from being considered an "independent director." The rule change raises this threshold to $120,000 and is now consistent with the threshold established in Regulation S-K Item 404(a).

Nasdaq and New York Stock Exchange Modify Rules for Director Independence