PROXY STATEMENT QUESTIONNAIRE (Non-Management Directors) SECTION I - BIOGRAPHICAL

Transcription

1 PROXY STATEMENT QUESTIONNAIRE (Non-Management Directors) SECTION I - BIOGRAPHICAL A. The following is your biographical data from last year s Proxy Statement. Does it correctly list: (1) your age as of, 2010 (the planned mailing date of the 2009 Proxy); (2) your employment for the past ten years; and (3) your directorships on other commercial and non-profit organizations? Is the other biographical information correct? If your answer is No, please mark any corrections on last year s description. YES NO «Photo» «Proxy_Statement» B. Please describe any other experience, qualifications or skills not already reflected in the above biography that you believe is relevant to your service as a Director and/or a member of the Board Committees on which you serve. This may include your educational background and specific industry, financial, government, military, scientific, international, risk management, compensation/benefits oversight or marketing experience. C. Are you, or have you been since January 1, 2009: 1. A member, partner, or employee of a law firm? 2. A partner, executive officer or employee of any investment banking firm? 3. An executive officer or partner of, or owner of an equity interest, either directly or indirectly, in excess of 10% of a firm, company, or other business or professional entity that may have done business with ( the Company ) or any of its affiliates. If the answer to any of the above is Yes, please state below the name of the firm or company and the nature of your relationship to it. We will determine from our records the amount of business, if any, that the Company has done with the firm. D. Are you related by blood, marriage, or adoption (not more remote than first cousin) to any other Director, Executive Officer or person nominated or chosen by the Company to become a Director or Executive Officer of the Company? A list of all current Directors and Executive Officers of the Company is attached as Appendix A. -1- «NAME»

2 E. Since January 1, 2007, have you or any member of your immediate family (including those not sharing your household) or anyone sharing your household (other than employees and tenants) been: 1. An employee of, affiliated with, or otherwise received any compensation from, the Company or any of its affiliates? 2. A partner or employee of, or affiliated with, [Name of Independent Auditors]? 3. An executive officer of any company of which a the Company executive sits on the Compensation Committee? The SEC defines the term immediate family to include your spouse, children, stepchildren, sons- and daughters-in-law, parents, stepparents, parents-in-law, siblings, and brothers- and sisters-in-law and is not limited to family members sharing your household. If Yes to any of the above, please describe. F. Please list all public companies (including public investment companies) for which you have served as a director, trustee or officer since January 1, 2005: G. Please list all charitable and other tax-exempt organizations of which you are currently a director, trustee or officer: H. Are you aware of any other relationship not already disclosed to the Company that you have with the Company or any of its affiliates (either directly or indirectly as an officer or controlling person of another entity) of a commercial, consulting, banking, business or charitable nature? I. Except as disclosed elsewhere in this Questionnaire, are there any relationships or connections that you or any member of your immediate family may have that (i) could impact your independence or ability to act as an independent Director of the Company, (ii) could create a conflict of interest (or the appearance of a possible conflict) with your service as a Director of the Company, or (iii) should, in your judgment, be disclosed to the Company? -2- «NAME»

3 J. Since January 1, 2000: 1. Has a petition under Federal bankruptcy law or any state insolvency law been filed by or against, or a receiver, fiscal agent or similar officer appointed by a court, for: (a) your business or property; (b) any partnership of which you were a general partner at or within two years before the time of such filing; or (c) any corporation or business association of which you were an executive officer at or within two years before the time of such filing? 2. Have you been convicted in a criminal proceeding or are you a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses)? 3. Have you been the subject of any order, judgment, or decree (that was not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining you, or otherwise limiting you, from: (a) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (CFTC), or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association, or insurance company, or engaging in or continuing any conduct or practice in connection with such activity? (b) Engaging in any type of business practice? Yes No (c) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or state securities laws or Federal commodities laws? 4. Have you been the subject of any order, judgment or decree (that was not subsequently reversed, suspended or vacated) of any Federal or state authority barring, suspending or otherwise limiting for more than 60 days your right to engage in any of the activities described in J(3) above, or to be associated with persons engaged in any such activity? 5. Have you been found by a court of competent jurisdiction in a civil action or by the Securities & Exchange Commission (SEC) to have violated any Federal or state securities law, for which the judgment in such civil action or finding by the SEC was not subsequently reversed, suspended, or vacated? 6. Have you been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any Federal commodities law, for which the judgment in such civil action or finding by the CFTC was not subsequently reversed, suspended, or vacated? -3- «NAME»

4 7. Have you been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (a) Any Federal or State securities or commodities law or regulation? Yes No (b) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order? (c) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity? Note that 7(a), (b) and (c) should not include any settlements of civil proceedings among private litigants. 8. Have you been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (such as FINRA), any CFTCregistered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. If you have answered Yes to any of J(1) through (8) above, please explain below. K. Are there any pending legal proceedings to which you, or any associate are a party adverse to, or have a material interest adverse to the Company or any of its affiliates? The term associate means any of the following: (a) an organization (other than the Company or its affiliates) of which you are an officer or partner; (b) an organization in which you directly or indirectly beneficially own 10% or more of any class of equity securities; (c) a trust or other estate in which you have a substantial beneficial interest, or for which you serve as a trustee or similar fiduciary capacity; (d) your spouse; (e) your children or other relatives of yours or your spouse who are currently sharing your household. The term beneficial ownership means ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, investment power or pecuniary interest. The term voting power includes the power to vote, or to direct the voting of, a security. The term investment power includes the power to dispose, or to direct the disposition, of a security. The term pecuniary interest in any class of equity securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. Yes No -4- «NAME»

5 L. During 2009, were you a member of the compensation committee of another entity, or a board or other committee performing equivalent functions? (Do not include any charitable or other tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code.) If Yes, please state the name of the entity and provide details. M. DIRECTOR EDUCATION Since January 1, 2007, if you have attended any director education seminar or course, which was presented or sponsored by an independent third-party (e.g., business or law school, not-for-profit institution, etc.) please list the name of the seminar or course and the approximate dates attended. -5- «NAME»

6 SECTION II STOCK OWNERSHIP We are required to report in the Proxy Statement the beneficial ownership of the Company stock for all Directors and Executive Officers as a group. We report shares owned by a spouse or other family member living in your household as shared on the presumption that you share investment and/or voting power because of the close family relationship, even though you may elect to disclaim beneficial ownership for the record. Please do not include any units held under the Company s Deferred Fee Plan for Directors in the responses to the questions in this Section II. We will derive this information from the Company s records. NOTE: When filling out this Section II and referring to your responses from last year, you should try to recall whether any of the following changes took place in your household in the past year. You do not need to provide us with answers to any of these questions; they are simply intended to help you determine whether the amount of stock currently reported on your Form 4 or Form 5 and in the Proxy Statement is still accurate. Has your marital status changed in the last year? If you got married in the last year, does your spouse or any relative of your spouse living in your household own the Company stock? Have any of your children moved out of your house on a permanent basis (as opposed to temporarily leaving your household to attend college, etc.)? Have any relatives moved into or out of your household in the last year? A. 1. Please state the number of shares of the Company stock, which, as of December 31, 2009, you held of record individually or jointly with others or were held in street name (i.e., in the name of a bank, broker or nominee for your account). This would include shares held in custodial registration for a minor if you are the custodian. Number of shares: 2. For shares reported in A(1) above, please indicate whether your voting power or investment power was sole or shared: Number of Shares Voting Power Investment Power Shared Sole Shared Sole Shared B. 1. Please state the number of shares of the Company stock owned by your spouse or other family member living in your household, as of December 31, Number of shares: Please indicate the nature of the ownership. -6- «NAME»

7 2. For shares reported in B(1) above, please indicate whether your voting power or investment power was sole or shared: Number of Shares Voting Power Investment Power Shared Sole Shared Sole Shared 3. Please check below if you disclaim beneficial ownership of such shares. I disclaim any beneficial ownership of shares reported under item B(1). C. 1. Please state the number of any other shares of the Company stock, over which you, your spouse, or a family member living in your household held voting, investment power or pecuniary interest as of December 31, This would typically include shares, over which you or they hold power of attorney, or family trusts, of which you or they are a trustee or beneficiary. Number of shares: Please briefly describe the nature of the ownership and the source of the voting, investment power or pecuniary interest (e.g., power of attorney, beneficiary). 2. For shares reported in C(1) above, please indicate whether your voting power or investment power was sole or shared: Number of Shares Voting Power Investment Power Shared Sole Shared Sole Shared 3. Please check below if you disclaim beneficial ownership of such shares. I disclaim any beneficial ownership of shares reported under item C(1). D. Dividend Reinvestment. Do you participate in the the Company Dividend Reinvestment Plan? E. Please state the number of shares of the Company stock, of which you, your spouse, or a family member living in your household have the right to acquire beneficial ownership within 60 days after December 31, 2009 through: (1) exercise of an option, warrant or right; (2) conversion of any security; or (3) power to revoke, or provision for the automatic termination of, a trust, discretionary account or similar arrangement. Number of shares: NOTE: In answering this question E, please do not include shares listed in questions A, B or C above. Also, do not include shares exercisable under the the Company stock option plan for nonemployee Directors (for those Directors who joined the Board prior to February 2004). We will derive these from the Company s records. -7- «NAME»

8 NOTE: If you serve on a board or investment committee having voting or investment power over a corporate investment portfolio, university endowment fund, etc., which contains shares of the Company stock, those shares would be reportable as being beneficially owned by you under SEC rules. Such shares need not be reported if you deliver a letter to the corporation or institution noting a potential conflict and disqualifying yourself from any future decisions relating specifically to the voting of, or acquisition or disposition of, the Company stock as long as you are a Director of the Company. Once you deliver such a letter to the entity involved, it is not necessary to do so again. A form of such a letter is attached as Exhibit A. F. Are any of the shares reported in questions A through E above pledged as security? If Yes, please indicate the total number of shares pledged as security. G. Are any of the shares reported in questions A through E above held in a margin account? H. Are you aware of any person (including a corporation, partnership, syndicate or other organization) or group who beneficially owns more than 5% (approximately shares) of the Company s stock? A group exists when two or more persons act for the purpose of acquiring, holding or disposing of securities. I. Are you aware of any arrangements (including any pledge of the Company s stock by any person), which may at a subsequent date result in a change in control of the Company? The term control means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of the Company, whether through ownership of voting securities, by contract or otherwise. J. Have you entered into any contract or written plan (including a Rule 10b5-1 plan) for the purchase or sale of the Company securities? -8- «NAME»

9 SECTION III - TRANSACTIONS WITH COMPANY A. The SEC requires us to report certain information regarding transactions involving immediate family members or persons sharing your household (other than employees and tenants) who are executive officers of, or own in excess of a 10% equity or partnership interest in, any firm, company, or other business or professional entity (including self-employment and sole proprietorships) that do business with the Company or any of its affiliates. It also requires us to report certain information on immediate family members who work for the Company or its affiliates. Please confirm or update the information on the chart in the attached Appendix B regarding your immediate family (including those not sharing your household) and persons sharing your household. The SEC defines the term immediate family to include your spouse, children, step-children, sons- and daughters-in-law, parents, step-parents, parents-in-law, siblings, and brothers- and sisters-in-law and is not limited to family members sharing your household. B. Since January 1, 2009: 1. Have there been any outstanding loans or extensions of credit from the Company or any of its affiliates to you, or for your benefit, or for the benefit of any company of which you are an officer or 10% stockholder? 2. Have there been any outstanding loans or extensions of credit from the Company or any of its affiliates to any of your immediate family members (including those not sharing your household) or persons sharing your household, or for their benefit, or for the benefit of any company of which they are an officer or 10% stockholder? 3. Did you or any of your immediate family members (including those not sharing your household) or persons sharing your household act as a supplier to the Company or receive any compensation from any the Company supplier, such as sales commission or incentive pay, for assisting in making sales to the Company (or any of the Company s affiliates or any pension or retirement plans provided by the Company)? 4. Did you or any of your immediate family members (including those not sharing your household) or persons sharing your household have any direct or indirect financial interest in excess of $100,000 in any other transaction or proposed transaction involving the Company (or any of the Company s affiliates or any pension or retirement plans provided by the Company)? 5. Did you or any of your immediate family members (including those not sharing your household) or persons sharing your household hold a senior management position or partnership interest in, or own 10% of, any firm which you believe may have supplied goods or services to the Company, (or any of the Company s affiliates, or any pension or retirement plan provided by the Company)? If you have answered Yes to any of these questions above, please describe the transaction, firm involved, and the name and relationship of any family member or person sharing your household. We will determine from our records the amount of business, if any, that the Company has done with the firm. -9- «NAME»

10 NOTE: No information need be given as to any interest or transaction where: (i) (ii) The transaction involves services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; Your financial interest, or the financial interest of the member of your immediate family or person sharing your household, arises solely from the ownership of the Company stock and you or your family member or person sharing your household receive no extra or special benefit not shared on a pro rata basis by all the Company shareowners (e.g., stock dividends); (iii) Your interest or the interest of the member of your immediate family or person sharing your household arises solely from your or your family member s or person sharing your household s position as a director of another corporation or organization which is a participant in the transaction. If you are in doubt about whether to describe an interest or transaction, we suggest you describe it so we have the information and can assess the situation. C. Have you received any compensation for services rendered as a Director of the Company other than pursuant to the Company s standard arrangement for Director s compensation, including any amounts from third parties where the primary purpose was to compensate you for services rendered to the Company or its affiliates? D. Have any of your immediate family members (including those not sharing your household) or persons sharing your household received any amounts from the Company or any of its affiliates, the primary purpose of which was to compensate you for services rendered to the Company or its affiliates? E. Are you a party to any special management contract or compensatory plan, contract or arrangement with the Company or any of its affiliates, other than those covered above or which are available from corporate records? If Yes, please attach a copy to this questionnaire or, if not in writing, a written description «NAME»

11 SECTION IV - STOCK TRANSACTIONS For purposes of this Section IV, beneficial ownership has a different meaning than elsewhere in this questionnaire. It includes not only stock held directly by you, but also stock owned by someone else for the economic benefit of you. Examples would include a trust of which you are the beneficiary or stock held by immediate family members who share your household. If you are a participant in the Company s Dividend Reinvestment Plan, we will include the appropriate information in the required form that we prepare for your review and signature. A. Have you had any transactions in the Company stock during 2009 that were not reported on time in a Form 3 or Form 4 filing (i.e., any late filings)? If Yes, please describe the transaction type and date, and the number of shares acquired/disposed of. B. Have you had any transactions in the Company stock during 2009 that have not been reported on a Form 4 filing (i.e., any missed filings)? If Yes, please describe the transaction type and date, and the number of shares acquired/disposed of. C. Are you or any person sharing your household a trustee of a trust, which holds the Company stock? Yes No If Yes, did the trust have any transactions in the Company stock during 2009 that have not been reported on a Form 4 or were not reported on time? If Yes, please provide details, including the type of trust, relationship you or any person sharing your household has to the trust, type and date of transaction, and number of shares acquired or disposed of «NAME»

12 SECTION V - PERQUISITES AND OTHER PERSONAL BENEFITS A. Please describe on the attached Appendix B any perquisites or other personal benefits that you have received or used since January 1, Please include the name of the Company employee who can verify the usage and cost for each item listed. NOTE: As the SEC does not define the terms perquisite or personal benefit, the general principle to be used to determine what is or is not a perk is, an item is not a perquisite or personal benefit if it is integrally and directly related to the performance of the executive s duties. The following are examples of what is a perk, what is not a perk, and what may or may not be a perk depending on the particular facts and circumstances. Please use these examples as guidelines and not exhaustive lists or checklists. Examples of items that WOULD commonly be seen as perks: Flying on Company aircraft for vacation travel. Using the Company apartment in for an overnight stay not related to Company business. Bringing your children to a sporting event using the Company s tickets. Using personal financial or tax advisory services provided or paid for by Company. Receiving Company gross up payments for income taxes on compensation or relocation expenses. Taking periodic physical medical examinations provided or paid for by the Company. Having a home security system paid for by the Company. Receiving significant amounts of Company products for personal use at no charge. Examples of items that WOULD NOT commonly be seen as perks: Flying on Company aircraft to/from business meetings. Flying first class on business trips when lower fares are available. Company security detail provided during business travel. Examples of items that WOULD REQUIRE FURTHER ANALYSIS by the Legal Department: Flying on Company aircraft to/from board meetings of another company. Flying on Company aircraft to/from board meetings of a charitable organization. Spouse flying on Company aircraft to accompany executive to a business meeting. Security for spouse s tourist activities at business-related, off-site meeting «NAME»

13 SIGNATURE By signing this questionnaire, you indicate the accuracy of your responses to the above questions and represent that, except for the above stock holdings and stock options and except for acquisitions of shares under the Company s Dividend Reinvestment Plan, no additional information is required to be included on a Form 4 or 5 filed by you. Date: Signature: «NAME» If you have any questions or if you discover that your answer to any question was inaccurate or there is any change in any of the foregoing information after you return this form, please advise in the Corporate Secretary s Office at. CONSENT I hereby consent to be a nominee for election as a Director at the Annual Meeting of Shareowners to be held, I further consent to be named as such in the Proxy Statement for such meeting and to serve if elected. I confirm that I was not selected to be a Director of the Company pursuant to any arrangement or understanding with any other person or persons (except the Directors and Officers of the Company acting solely in that capacity). Date: Signature: «NAME» -13- «NAME»

14 APPENDIX A Directors Executive Officers