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Annual Meeting and Proxy Statement   arrow 3 - 4 - 5
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Exhibit II – Amendment to 2000 Management Variable Compensation Plan


  (c) Review legal matters that may have a material impact on the financial statements with the General Counsel, Director of Corporate Auditing, the Controller and the independent accountant.
  (d) Review and discuss with management and the independent accountant, prior to releasing the quarterly earnings, the Company’s quarterly financial information. Assure that the independent accountant has reviewed the financial information included in the Company’s Quarterly Reports on Form 10-Q prior to filing such reports with the SEC. Such review is to be performed in accordance with AICPA Statement on Auditing Standards No. 71 "Interim Financial Information."
  (e) Recommend to the Board whether the audited financial statements be included in the Company’s Annual Report on Form 10-K, in advance of filing such form with the SEC.
  (f) Discuss with the independent accountant the matters required to be discussed by Statement on Auditing Standards No. 61, including, but not limited to:
    (i) the quality and appropriateness of the accounting principles and underlying estimates used in the preparation of the Company’s financial statements, and
    (ii) the clarity of financial disclosures in the Company’s financial statements.
 
4. Risks and Uncertainties, Including Contingent Liabilities
  (a) Inquire of management, the Director of Corporate Auditing, and the independent accountant about risks or exposures and review the steps management has taken to minimize such risks or exposures to the Company.
  (b) Consider and review management’s analysis and evaluation of significant financial accounting and reporting issues and the extent to which such issues may affect the Company’s financial statements.
 
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