Facts at a Glance

• The Board of Directors met 7 times in 2008. 
• Each Director attended at least 75% of the total number of board meetings and meetings held by the board committees on which he or she served during 2008. 
• The Board of Directors met in executive session, without any member of management in attendance, 7 times during 2008. 
• It is the policy of the Board of Directors that the Directors attend the annual meeting of the stockholders.  Thirteen directors attended the May 2008 annual meeting. 
• The Board of Directors conducts a self-assessment of its performance each year. 
• The Board of Directors has concluded that all non-employee directors are independent under the standards of the New York Stock Exchange listing standards and the standards of independence set forth in the Governance Principles. 
• The Inspectors of Election at the May 2009 annual meeting reported voting results as follows:

There were 206,979,021 shares of Common Stock and Common Equivalent entitled to vote at the meeting and a total of 173,449,321 shares or 83.80% of those shares were represented at the meeting.

1.  Election of 5 Directors:

2.  Ratification of the Audit Committee's appointment of the independent accountants for 2009: