## Management Report on Internal Control over Financial Reporting 

Our management is responsible for establishing and main- taining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13 a- 15 (f) under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our prin- cipal executive and principal financial officers and ef- fected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: 

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; 

• provide reasonable assurance that transactions are re- corded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorization of management and directors; and 

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use 

## Chief Executive Officer and Chief Financial Officer Certifications 

We have filed with the Securities and Exchange Commis- sion the certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302  of the Sarbanes-Oxley Act of 2002 as exhibits to our most re- cently filed Annual Report on Form 10-K. 

or disposition of our assets that could have a material effect on the financial statements. 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstate- ments. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we assessed, as of December 31, 2004 , the effectiveness of our internal control over financial reporting. This assessment was based on criteria established in the framework in Internal Control-Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, our management con- cluded that our internal control over financial reporting was effective as of December 31, 2004 . 

Our assessment of the effectiveness of our internal con- trol over financial reporting as of December 31, 2004  has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report. 

In addition, M. Truman Hunt, as our Chief Executive Officer, submitted to the New York Stock Exchange the Chief Executive Officer certification required by Section 303 A. 12 (a) of the 2004 New York Stock Exchange manual. 

