Take Pictures. Further. Sunday, November 8  
Annual Meeting and Proxy Statement   1 - 2
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Report of the Audit Committee


The Committee discussed with the Company’s internal auditors and independent accountants the plans for their respective audits. The Committee met with the internal auditors and independent accountants, with and without management present, and discussed the results of their examinations, their evaluations of the Company’s internal controls, and the quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended that the Board of Directors approve the audited financial statements for inclusion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, and the Board accepted the Committee’s recommendation.

The following fees were paid to PricewaterhouseCoopers LLP for services rendered in 2000:
Audit Fees: $3.8 million
All Other Fees: $10.8 million

There were no financial information systems design and implementation fees paid to PricewaterhouseCoopers LLP for services during 2000.

The Committee has reviewed the above fees for non-audit services and believes such fees are compatible with the independent accountants’ independence.

The Committee recommended to the Board, subject to shareholder ratification, the election of PricewaterhouseCoopers LLP as the Company’s independent accountants.

Paul E. Gray, Chairman
Martha Layne Collins
Laura D’Andrea Tyson

 
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