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2007 Proxy Statement

The complete 2007 proxy has been divided into three segments for easier online viewing and printing.

Segment 1 of the Proxy Statement contains the following information:

Table of Contents
ABOUT THE MEETING
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Director Independence
Director Qualifications
Audit Committee Financial Expert
Codes of Conduct
Lead Director
Contacting the Board
Stock Ownership by Directors, Executive Officers
and Greater than 5% Holders
PROPOSAL 1: ELECTION OF DIRECTORS
Director Nomination Process
Nominees for Election
Meetings of the Board and Committees Interaction with Compensation Consultants
Board Compensation
Non-Employee Director Compensation
2006 Non-Employee Director
Compensation
Transactions with Institutions
Related to Directors

 

 

Segment 2 of the Proxy Statement contains the following information:

AUDIT COMMITTEE REPORT
EXECUTIVE OFFICERS
REPORT OF THE CHRC
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy and Objectives
Evaluating and Targeting Executive Compensation Compensation Structure
RSUs
Stock Options Proportion of Long-Term Incentives Awarded in RSUs and Stock Options Other Executive Benefits, including Perquisites and Retirement Benefits Compensation Committee Discretion Timing of Equity Grants Adjustment or Recovery of Awards Stock Ownership Guidelines EXECUTIVE COMPENSATION Compensation Tables
  Pension Plan
  Supplemental Executive Retirement Plan – Restoration Benefit Supplemental Executive Retirement Plan – Make-Up Contribution Potential Payments Upon Termination or Change in Control Employment and Separation Agreements

 

 

Segment 3 of the Proxy Statement contains the following information:

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
    Description of Fees
    Approval of Independent Auditor Services and Fees
PROPOSAL 3: APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 1995  
    DIRECTORS’ STOCK COMPENSATION PLAN
    General
    Reasons for Stockholder Approval
    Accounting Treatment of the Directors’ Plan
    Restriction on Repricing
    Description of the Directors’ Plan
    Securities Authorized for Issuance Under Equity Compensation Plans
    Federal Income Tax Consequences
    New Plan Benefits Under the Directors’ Plan
    Vote Required for Approval
OTHER PROPOSED ACTIONS
AVAILABILITY OF ANNUAL REPORT
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR NEXT 
   ANNUAL MEETING OF STOCKHOLDERS
SOLICITATION BY BOARD; EXPENSES OF SOLICITATION
Appendix A, 1995 Directors' Stock Compensation Plan

 

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