Board Committees

Audit Committee Compensation Committee Finance Committee Nominating and Governance Committee
Independent Directors
Kathleen B. Cooper Member Member
Irl Engelhardt Member Member
William R. Granberry Member Member
William E. Green Member Member
Juanita H. Hinshaw Member Member
William R. Howell Chairperson Member
Charles M. Lillis Member Chairperson
George A. Lorch Member Member
William G. Lowrie Chairperson Member
Frank T. MacInnis Member Chairperson
Janice D. Stoney Member Member
Inside Director
Steven J. Malcolm

Audit Committee
The Audit Committee's purpose is to represent and provide assistance to the board of directors of the company in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, and internal control functions of the company and its subsidiaries. In addition, the committee's purpose includes (a) representing and assisting the board's oversight of (i) the integrity of the company's financial statements, (ii) the company's compliance with legal and regulatory requirements, (iii) the independent auditor's qualifications and independence, and (iv) the performance of the company's internal audit function and independent auditors; (b) preparing the report of the committee to be included in the company's annual proxy statement as required by the rules of the Securities and Exchange Commission (SEC); and (c) appointing and retaining the firm of independent public accountants with respect to the audit of the books and accounts of the company and its subsidiaries. View the Audit Committee charter.

Compensation Committee
The primary purpose of the Compensation Committee of the board of directors of the company is to oversee and direct the design and implementation of strategic programs that promote the attraction, retention and appropriate reward of executive officers and are designed to motivate the company's executive officers toward the achievement of business objectives and to align the executive officers' focus with the long-term interest of shareholders. In addition, the committee shall produce an annual report on executive compensation as required by the rules of the SEC to be included in the company's proxy statement. The committee shall also approve and make recommendations to the board to assist in fulfilling its responsibility to oversee the establishment and administration of the company's compensation programs, including incentive compensation and equity based plans, and related matters for employees subject to Section 16 of the Securities Exchange Act of 1934, as amended. View the Compensation Committee charter.

Finance Committee
The Finance Committee's purpose is to oversee all areas of corporate finance of the company. The committee shall exercise the power and authority of the board and assist the board in fulfilling its responsibilities in connection with the financial affairs of the company. View the Finance Committee charter.

Nominating and Governance Committee
The purpose of the Nominating and Governance Committee is to identify individuals qualified to become members of the board of directors of the company, recommend to the board director candidates for election at the annual meeting of shareholders, and develop, periodically review and recommend to the board a set of corporate governance guidelines for the company. View the Nominating and Governance Committee charter.