The Management Development and Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that Analysis with management. Based on its review and discussions with management, the committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the company’s Annual Report on Form 10-K for 2006 and the company’s 2007 proxy statement. This report is provided by the following independent directors, who comprise the committee:
| Ralph S. Larsen (Chairman) Claudio X. Gonzalez Andrea Jung |
Sam Nunn Douglas A. Warner III |
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