Exhibit 99.3


Recoupment Policy Relating to Unearned Incentive Compensation of Executive
Officers

If the Board, or an appropriate committee thereof has determined that any fraud,
negligence, or intentional misconduct by an Executive Officer and certain other
officers was a significant contributing factor to the Corporation having to
restate all or a portion of its financial statement(s), the Board or committee
shall take, in its discretion, such action as it deems necessary to remedy the
misconduct and prevent its recurrence. In determining what remedies to pursue,
the Board or committee will take into account all relevant factors, including
whether the restatement was the result of fraud, negligence, or intentional
misconduct. The Board will, to the extent permitted by applicable law, in all
appropriate cases, require reimbursement of any bonus or incentive compensation
paid to the officer after January 1, 2007, cause the cancellation of restricted
or deferred stock awards and outstanding stock options, and seek reimbursement
of any gains realized on the exercise of stock options attributable to such
awards, if and to the extent that a) the amount of incentive compensation was
calculated based upon the achievement of certain financial results that were
subsequently reduced due to a restatement, b) the officer engaged in any fraud
or misconduct that caused or contributed to the need for the restatement, and c)
the amount of the bonus or incentive compensation that would have been awarded
to the officer had the financial results been properly reported would have been
lower than the amount actually awarded. In addition, the Board may dismiss the
officer, authorize legal action, or take such other action to enforce the
officer's obligations to the Corporation as it may deem appropriate in view of
all the facts surrounding the particular case.