Outstanding Securities

Attendance at the Annual Meeting

Voting at the Annual Meeting or by Proxy

Voting by Participants in Employee Plans

Vote Required and Method of Counting Votes

Voting by Telephone or the Internet

Receiving Proxy Materials on the Internet

Voting Results

Expenses of Solicitation

Independent Auditors

Nominees

Continuing Directors

Compensation of Directors

Retirement Policy

Committees of the Board of Directors

Board and Committee Meetings

Report of the Audit Committee of the Board of Directors

Corporate Governance Principles

Compensation Committee Interlocks and Insider Participation

Related Party Transactions

Section 16(a) Beneficial Ownership Reporting Compliance

Securities Ownership of Certain Beneficial Owners and Management

Executive Compensation

Summary Compensation Table

Fiscal Year-End Option Values

Performance Shares Under the Long-Term Incentive Plan

Long-Term Incentive Plan Awards in 2000

Pension Plans

Employment Contracts and Termination of Employment Arrangements

Compensation Committee Report on Executive Compensation

Performance Graph