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The following report of our Compensation Committee shall not be deemed soliciting material or to be
filed with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the
Exchange Act or to the liabilities of Section 18 of the Exchange Act, nor shall any information in this
report be incorporated by reference into any past or future filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except to the extent that we specifically request that
it be treated as soliciting material or specifically incorporate it by reference into a filing under the
Securities Act or the Exchange Act.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and
Analysis with management, and based on that review and discussion, the Compensation Committee
recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy
Statement for our 2012 Annual Meeting of Stockholders and incorporated by reference into our 2012 Annual
Report on Form 10-K.
COMPENSATION COMMITTEE
Michael D. Lambert, Chairman
Len J. Lauer
Roger H. Moore
Thomas E. Pardun
August 7, 2012
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