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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