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4/16/12

www.sec.gov/Archives/edgar/data/912752/000110465912025423/a12-1598_1def14a.htm#Compens

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in or incorporated by reference into the Companys annual report on Form 10-K and the Companys proxy statement on Schedule 14A. Compensation Committee Daniel C. Keith, Chairman Basil A. Thomas Martin R. Leader Lawrence E. McCanna 20

Table of Contents Summary Compensation Table for 2011, 2010 and 2009 The following table sets forth certain information regarding compensation for services rendered in all capacities during the year ended December 31, 2011 by our named executive officers.
Stock Awards (a) O ption Awards (b) Non-e quity Ince ntive Plan Compe nsation (c)

Name and Principal Position

Ye ar

Salary

All O the r Compe nsation

Total

David D. Smith, President and Chief Executive Officer David B. Amy, Executive Vice President and Chief Financial Officer Steven M. Marks, Vice President / Chief Operating Officer Barry M. Faber, Executive Vice President / General Counsel Lucy A. Rutishauser, Vice President / Corporate Finance / Treasurer

2011 2010 2009 2011 2010 2009 2011 2010 2009 2011 2010 2009 2011 2010 2009

$ 1,000,000 1,000,000 1,000,000 695,200 675,000 646,000 761,250 761,250 725,000 669,500 650,000 625,000 309,000 300,000 286,000

241,400 287,500 120,700 115,000 241,400 172,500 120,700 143,750

$ 2,181,000 1,608,000

1,000,000 1,000,000 72,752 426,525 120,500

4,181,000 3,608,000 1,000,000 936,600 962,500 646,000 954,702 1,302,775 845,500 910,900 822,500 625,000 429,700 443,750 286,000

(a) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock awards granted in 2011 and 2010. For further information regarding assumptions made in the valuation of stock awards, see Note 2. Stock-Based Compensation to our consolidated financial statements and related footnotes in our 2011 Annual Report on Form 10-K, as well as, the Grants of PlanBased Awards table below. Dividends are paid on all stock awarded after the issuance of such award at the same rate and time as paid to other stockholders as declared by our Board from time to time. (b) Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of SARs granted in 2011 and 2010. For further information regarding assumptions made in the valuation of stock awards, see Note 2. Stock-Based Compensation to our consolidated financial statements and related footnotes in our 2011 Annual Report on Form 10-K, as well as, the Grants of Plan-Based Awards table below. (c) Mr. Smiths and Mr. Marks cash bonus in proportion to salary is dependent on their performance pursuant to the cash bonus calculation as well as market evaluations. See Compensation Discussion and Analysis above for further information. 21
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