Compensation, Nominating and Governance Committee

The Compensation, Nominating and Governance Committee is authorized to review, recommend and approve the compensation of executive officers and other key employees of the Company, to administer the Company's equity incentive plans, including the 1999 Long-Term Incentive Plan, the 2006 Long-Term Incentive Plan and the Directors' Deferred Compensation Plan, and to establish and administer the 2006 Annual Incentive Bonus Plan (and any successor plan) applicable to the executive officers of the Company, and to implement, administer and amend certain other benefit plans of the Company. This Committee also evaluates potential nominees for election to the Board and recommends candidates for consideration by the Board and shareholders. In addition, the Committee is responsible for developing and recommending to the Board a set of corporate governance principles, as well as periodically reevaluating those corporate governance principles. The current members of the Compensation, Nominating and Governance Committee are John D. Johns (Chairman), John R. Holder, E. Jenner Wood III, Donna W. Hyland, and P. Russell Hardin. All members of the Compensation, Nominating and Governance Committee are independent of the Company and management, as defined in Sections 303.01(B)(2)(a) and (3) and 303A.02 of the NYSE listing standards.


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