• Role of the Board and Management
• Board Membership Matters
• Board Structure, Operations and Meetings
• Board Committees
• Board Responsibilities
• Board Relationship to Senior Management
• Re-Pricing of Stock Options
• Disclosure and Review of Corporate Governance Guidelines
• Annex A- Independence Standards

Board Structure, Operations and Meetings

1. Board Leadership. The Chairman and the Chief Executive Officer are selected by the Board. The Board has no policy with respect to the separation of the offices of Chairman and Chief Executive Officer. The Board believes that this issue is part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination in light of factors and considerations prevailing at that time as to whether the Chief Executive Officer should also serve as Chairman of the Board.
   
   
2. Selection of Agenda Items for Board Meetings. The Chairman and the Chief Executive Officer (if the Chairman is not the Chief Executive Officer) establish the preliminary agenda for each Board meeting. Any director may request items to be included on the agenda.
   
   
3. Distribution of Board Materials. Board members receive agendas and other information, to the extent practicable, in sufficient time before the Board meetings so they will have an opportunity to prepare for discussion of the items at the meeting.
   
   
4. Attendance of Non-Directors at Board Meetings. At the discretion of the Chairman or the Chief Executive Officer, ATI’s senior officers may attend appropriate portions of Board meetings. The Board also encourages the executive officers to bring non-executive managers to Board meetings, from time to time, who: (1) can provide additional insight into the items being discussed by the Board, or (2) senior management believes have future potential as leaders.
   
   
5. Executive Sessions of Non-Management and Independent Directors. The non-management directors meet separately from the other directors in regularly scheduled executive sessions without members of management (except to the extent the non-management directors request the attendance of a member of management). The protocol for these executive sessions is as follows:
   
   
   1. Scheduling; Notice. The non-management directors meet at least three times a year at the end of, and at the location of, regularly scheduled Board meetings, or at such other time or such other place as the non-management directors shall agree. Any non-management director can request that such a meeting take place. No special notice is required for regularly scheduled meetings of the non-management directors.
      
      
   2. Chairing Arrangements. The Chairman of the Board, if non-management, serves as the Chair of the meetings. If the Chairman is not non-management, the position of Chair rotates on a per meeting basis, in the following order, among the non-management Chairs of the Board’s committees: Nominating and Governance Committee, Audit Committee, Finance Committee, Personnel and Compensation Committee and Technology Committee. If the committee Chair is not non-management, or is unable to attend or is temporarily absent, the position of Chair is assumed by the next non-management Chair in the rotation order described above. The Chair determines the procedure for dealing with individual items at the meetings of the non-management directors.
      
      
   3. Executive Sessions of Independent Directors. If any non-management directors are not independent, the independent directors will meet in executive session at least one time a year at the end of, and at the location of, regularly scheduled Board meetings, or at such other time or such other place as the independent directors shall agree. The protocol for these meetings is the same as the protocol for meeting of the non-management directors, except that the Chair of the meeting must be an independent director.
      
      
   4. Communication with Non-Management Directors. Any interested parties desiring to communicate with the non-management directors regarding the Company may send correspondence in care of ATI’s Corporate Secretary, or contact the toll-free help-line, at 1-877-787-9761, which can be utilized on a confidential and anonymous basis, twenty-four hours a day.
   
   
   
6. Director Orientation and Continuing Education. The Board and the Company have an orientation process for new directors and new members of the Board's committees. Materials and programs will be provided to new directors on an individual basis to familiarize them with the Company’s strategic plans, its significant financial, accounting and risk management issues, and its compliance programs, including its Corporate Guidelines for Business Conduct and Ethics. Each new director must participate in the Company’s orientation process within six months of the annual meeting at which such new director was elected or within six months of the time such new director otherwise joins the Board. Each new member of a Board committee shall participate in the Company’s orientation process for members of that committee as soon as practicable after his or her appointment. All continuing directors or committee members, as the case may be, will be invited to attend orientation programs. The Company will also provide additional formal and informal continuing education materials and programs to directors and committee members on an on-going basis, particularly in light of new developments. Orientation and continuing education programs may include presentations made by outside legal, accounting or other advisors or consultants or, to the extent appropriate, visits to the Company’s headquarters or significant facilities. Directors may attend continuing education courses. Accordingly, the Company will pay for the reasonable cost of such courses and related reasonable travel expenses.
   
   
7. Assessing Performance of the Board. Each director will annually participate in an evaluation of the performance of the Board as a whole to determine whether the Board and its committees are functioning effectively. The evaluation will focus on the Board’s contribution to the Company and will focus on areas in which the Board believes that it or its committees of the Company could improve. The Nominating and Governance Committee will oversee this process.
   
   
8. Director Compensation. Only non-employee directors are compensated for their service as directors. Their compensation is intended to be sufficient to attract qualified candidates. The Board reviews director compensation from time to time. The Nominating and Governance Committee is responsible for making recommendations to the Board regarding director compensation.
   
   
9. Stock Ownership by Directors. It is the policy of the Board that all directors hold an equity interest in the Company. In furtherance of this policy, directors will be expected to own shares of Common Stock of the Company having a market value of at least two times the annual retainer amount by December 31, 2009, or within five years of first becoming a director, whichever occurs later, and at least three times the annual retainer amount within a reasonable time thereafter. The Board recognizes that exceptions to this policy may be necessary or appropriate in individual cases, and may approve such exceptions from time to time as it deems appropriate.