Who administers the Plan?
The Executive Compensation and Development Committee oversees the administration of the Plan.

What benefits would have been paid under the Plan if this amendment had been in effect in 2000?
The benefits that would have been paid to the named executive officers, executive officers and all other employees for the 2000 performance period had the amended Plan been in effect cannot be determined because the amendment identifies a list of performance criteria and does not establish a specific criterion.

What benefits will be paid under this Plan, as amended?
The benefits that will be paid to the named executive officers, executive officers and all other employees cannot be determined because the amendment identifies a list of performance criteria and does not establish a specific criterion.

The Board of Directors recommends a vote FOR the amendment to 2000 Management Variable Compensation Plan.