## COMPENSATION COMMITTEE REPORT 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included herein with management, and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the 2012 Annual Meeting of the Stockholders. 

THE COMPENSATION COMMITTEE 

Kevin L. Beebe Timothy R. Furey, Chairman David P. McGlade Robert A. Schriesheim 

