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Michael A. McManus, Jr., whose term expires at the Annual Meeting, is a Class II director and has been nominated for re-election to the Board of Directors as a Class II director to hold office for a three-year term expiring at the 2010 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. Mr. McManus has consented to be named as a nominee and, if elected, to serve as a director. The Board of Directors of the Company has affirmatively determined that Mr. McManus is "independent" as defined by the listing standards of the NYSE and applicable rules and regulations of the SEC. | 