Our Directors and Executive Officers

Our Board of Directors is comprised of nine directors, of which at least a majority are considered independent under the independence requirements of the SEC and the New York Stock Exchange. George V. Bayly, Diana S. Ferguson, Dennis F. O’Brien, Frank J. O’Connell, Ann M. Sardini, Gary D. Smith, and Terdema L. Ussery, II each serve as independent directors. Sam K. Reed, who is our Chief Executive Officer and President, and David B. Vermylen, our Senior Advisor, both serve as non-independent directors. Our Board of Directors is divided into three classes. Each director will serve for a term expiring at the annual meeting of stockholders in the year indicated below. For more information, see “Description of Our Capital Stock – Anti Takeover Effects of Provisions of Our Certificate of Incorporation, By-Laws and Rights Plan and of Delaware Law.”

Chairman of the Board, Chief Executive Officer and President:

Sam K. Reed (Term Expires 2014)

Directors:

George V. Bayly (Term Expires 2016)

Diana S. Ferguson (Term Expires 2016)

Dennis F. O'Brien (Term Expires 2014)

Frank J. O'Connell (Term Expires 2015)

Ann M. Sardini (Term Expires 2014)

Gary D. Smith (Term Expires 2016)

Terdema L. Ussery, II (Term Expires 2015)

David B. Vermylen (Term Expires 2015)