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| QUESTIONS AND ANSWERS |
| COMPANY PROPOSALS |
| Item 1 - Election of Directors |
| Nominees for Election to the Board of Directors |
| Members of the Board of Directors Continuing in Office |
Item 2 - Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public
Accounting Firm |
| CORPORATE GOVERNANCE |
| Board Independence and Expertise |
| Governance Policies and Ethical Guidelines |
| Significant Board Practices |
| Board and Board Committee Access to Management and to Outside Advisors |
| Stock Ownership Guidelines |
| Director Nomination Process |
| Communications with Directors |
| Board Committees |
| Audit Committee Report |
| Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm |
| Fees Paid to the Independent Registered Public Accounting Firm |
| BENEFICIAL OWNERSHIP OF OUR COMMON STOCK |
| Ownership by Our Directors and Executive Officers |
| Owners of More than 5% of Our Common Stock |
| EXECUTIVE COMPENSATION |
| Management Development and Compensation Committee Report |
| Compensation Committee Interlocks and Insider Participation |
| Compensation Discussion and Analysis |
| Compensation Tables |
| DIRECTOR COMPENSATION |
| SHAREHOLDER PROPOSALS |
| Item 3 - Shareholder Proposal on Adopting Cumulative Voting |
| Item 4 - Shareholder Proposal on Prohibiting Executive Officer Stock Sales During Buyback |
| Item 5 - Shareholder Proposal on Adopting Advisory Vote on Executive Compensation |
| Item 6 - Shareholder Proposal on Adopting Responsible Employment Principles |
| OTHER MATTERS |
| Certain Relationships and Transactions |
| Legal Proceedings |
| Shareholder Proposals for the 2009 Annual Meeting |
| Other Business |
| Section 16(a) Beneficial Ownership Reporting Compliance |
| Incorporation by Reference |
