(Mark
One)
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þ Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the fiscal year ended December 31, 2007
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or
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¨ Transition
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period from ___________to ___________
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Commission
file number 1-35
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General
Electric Company
(Exact
name of registrant as specified in
charter)
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New
York
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14-0689340
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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3135
Easton Turnpike, Fairfield, CT
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06828-0001
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203/373-2211
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(Address
of principal executive offices)
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(Zip
Code)
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(Telephone
No.)
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Securities
Registered Pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which registered
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Common
stock, par value $0.06 per share
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New
York Stock Exchange
Boston
Stock Exchange
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Securities
Registered Pursuant to Section 12(g) of the Act:
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(Title
of class)
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Large
accelerated filer þ
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
reporting company ¨
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Table
of Contents
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Page
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Part I
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Business
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3
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Risk
Factors
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16
|
|
Unresolved
Staff Comments
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17
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|
Properties
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17
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|
Legal
Proceedings
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17
|
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Submission
of Matters to a Vote of Security Holders
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20
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Part II
|
||
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases
|
||
of
Equity Securities
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20
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|
Selected
Financial Data
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21
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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21
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|
Quantitative
and Qualitative Disclosures About Market Risk
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21
|
|
Financial
Statements and Supplementary Data
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21
|
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
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21
|
|
Controls
and Procedures
|
22
|
|
Other
Information
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22
|
|
Part III
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||
Directors,
Executive Officers and Corporate Governance
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22
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Executive
Compensation
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23
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Security
Ownership of Certain Beneficial Owners and Management and
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||
Related
Stockholder Matters
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23
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Certain
Relationships and Related Transactions, and Director
Independence
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23
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Principal
Accounting Fees and Services
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23
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Part IV
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||
Exhibits,
Financial Statement Schedules
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24
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31
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Part
I
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Item
1.
|
Business
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·
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Joint
ventures market and sell particular aircraft engine lines, but require
negligible direct investment because the venture parties conduct
essentially all of the development, production, assembly and aftermarket
support activities. Under these agreements, Aviation supplies certain
engine components and retains related intellectual property rights. The
CFM56 engine line is the product of CFM International and the GP7000
engine line is the product of Engine Alliance,
LLC.
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·
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Revenue
sharing programs are a standard form of cooperation for specific product
programs in the aviation and aero-derivative industries. These businesses
are controlled by Infrastructure, but counterparties have an agreed share
of revenues as well as development and component production
responsibilities. At December 31, 2007, such counterparty interests ranged
from 3% to 49% of various programs; associated distributions are accounted
for as costs of production.
|
%
of Consolidated Revenues
|
%
of GE Revenues
|
||||||||||||||||
2007
|
2006
|
2005
|
2007
|
2006
|
2005
|
||||||||||||
Total
sales to U.S. Government Agencies
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2
|
%
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2
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%
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3
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%
|
3
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%
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3
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%
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4
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%
|
|||||
Infrastructure
segment defense-related sales
|
2
|
2
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2
|
3
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3
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3
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Item
1A.
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Risk
Factors.
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Unresolved
Staff Comments.
|
Item
2.
|
Properties.
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Item
3.
|
Legal
Proceedings.
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· |
Strengthening
our expertise and technical controllership resources in corporate
accounting and our internal audit staff devoted to complex accounting
matters;
|
· |
Implementing
improved procedures for our corporate accounting and internal audit staff
for review of accounting for unusual
transactions;
|
· |
Enhancing
our operational controllership resources, structure and processes to
oversee GE businesses to better ensure controllership policies are fully
executed;
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· |
Enhancing
and clarifying our global accounting policies and procedures for revenue
recognition and our related training programs and
communication;
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· |
Improving
the processes and procedures around documentation of critical accounting
areas and judgments and accounting changes, and enhancing communication of
these matters to senior management and our audit
committee;
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· |
Continuing
to stress leadership communication about integrity, accuracy and
transparency; and
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· |
Evaluating
responsibility, where errors have occurred, with respect to the employees
involved in the transactions related to such errors and making appropriate
personnel determinations based on such
evaluations.
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Item
4.
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Submission
of Matters to a Vote of Security
Holders.
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Part
II
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Item
5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
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Common
stock market price
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Dividends
|
||||
(In
dollars)
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High
|
Low
|
declared
|
||
2007
|
|||||
Fourth
quarter
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$42.15
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$36.07
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$.31
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||
Third
quarter
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42.07
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36.20
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.28
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||
Second
quarter
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39.77
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34.55
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.28
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||
First
quarter
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38.28
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33.90
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.28
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||
2006
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|||||
Fourth
quarter
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$38.49
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$34.62
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$.28
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||
Third
quarter
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35.65
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32.06
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.25
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||
Second
quarter
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35.24
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32.78
|
.25
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||
First
quarter
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35.63
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32.21
|
.25
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Period(a)
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Total
number
of
shares
purchased(a)(b)
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Average
price
paid
per
share
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Total
number of
shares
purchased as
part
of our share
repurchase
programs(c)
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Approximate
dollar
value
of shares that
may
yet be purchased
under
our share
repurchase
program
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|||||||||||||
(Shares
in thousands)
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|||||||||||||||||
2007
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|||||||||||||||||
October
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55,498
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$40.45
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54,322
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||||||||||||||
November
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42,991
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$38.49
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42,934
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||||||||||||||
December
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43,843
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$37.11
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43,643
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(d)
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|||||||||||||
Total
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142,332
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$38.83
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140,899
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$
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14.9
billion
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||||||||||||
(a)
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Information
is presented on a fiscal calendar basis, consistent with our quarterly
financial reporting.
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(b)
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This
category includes 1,433 thousand shares repurchased from our various
benefit plans, primarily the GE Savings and Security Program (the
S&SP). Through the S&SP, a defined contribution plan with 401(k)
features, we repurchase shares resulting from changes in investment
options by plan participants.
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(c)
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This
balance represents the number of shares that were repurchased through the
2004 GE Share Repurchase Program as modified by the GE Board in November
2005 and July 2007 (the 2004 Program) under which we were authorized to
repurchase up to $27 billion of Company common stock through 2008. This
program was completed as of December 31, 2007. The GE Board approved a new
three-year, $15 billion program in December 2007 (the 2007 Program), of
which $14.9 billion remains. The 2004 Program and 2007 Program,
collectively referred to as the Programs are flexible and shares are
acquired with a combination of borrowings and free cash flow from the
public markets and other sources, including GE Stock Direct, a stock
purchase plan that is available to the public. As major acquisitions or
other circumstances warrant, we modify the frequency and amount of share
repurchases under the Programs.
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(d)
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This
amount includes 2,900 thousand shares from the new program.
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Item
6.
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Selected
Financial Data.
|
Item
7.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
Item
8.
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Financial
Statements and Supplementary Data.
|
Item
9.
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure.
|
Item
9A.
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Controls
and Procedures.
|
Item
9B.
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Other
Information.
|
|
Part
III
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Item
10.
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Directors,
Executive Officers and Corporate
Governance.
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Name
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|
Position
|
|
Age
|
|
Date
assumed
Executive
Officer
Position
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Jeffrey
R. Immelt
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Chairman
of the Board and Chief Executive Officer
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52
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January
1997
|
|||
Philip
D. Ameen
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Vice
President and Comptroller
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59
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April
1994
|
|||
Kathryn
A. Cassidy
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Vice
President and GE Treasurer
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53
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March
2003
|
|||
Pamela
Daley
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Senior
Vice President, Corporate Business Development
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55
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July
2004
|
|||
Brackett
B. Denniston III
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Senior
Vice President and General Counsel
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60
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February
2004
|
|||
Joseph
M. Hogan
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Senior
Vice President, GE Healthcare
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50
|
November
2000
|
|||
John
F. Lynch
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Senior
Vice President, Human Resources
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55
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January
2007
|
|||
Michael
A. Neal
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Vice
Chairman of General Electric Company; Chairman, GE Capital Services,
Inc.
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54
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September
2002
|
|||
John
G. Rice
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Vice
Chairman of General Electric Company; President & CEO, GE
Infrastructure
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51
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September
1997
|
|||
Keith
S. Sherin
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Vice
Chairman of General Electric Company and Chief Financial
Officer
|
49
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January
1999
|
|||
Lloyd
G. Trotter
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Vice
Chairman of General Electric Company; President & CEO, GE
Industrial
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62
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November
1992
|
|||
Robert
C. Wright
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Vice
Chairman of General Electric Company
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64
|
July
2000
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Item
11.
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Executive
Compensation.
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters.
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
Item
14.
|
Principal
Accounting Fees and Services.
|
|
Part
IV
|
Item
15.
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Exhibits,
Financial Statement Schedules.
|
(a)1.
|
Financial
statements applicable to General Electric Company and consolidated
affiliates are contained on the page(s) indicated in the GE Annual Report
to Shareowners for the fiscal year ended December 31, 2007, a copy of
which is attached as Exhibit 13.
|
Annual
Report
Page(s)
|
|
Statement
of earnings for the years ended December 31, 2007, 2006 and
2005
|
64
|
Consolidated
statement of changes in shareowners’ equity for the years
|
|
ended
December 31, 2007, 2006 and 2005
|
64
|
Statement
of financial position at December 31, 2007 and 2006
|
66
|
Statement
of cash flows for the years ended December 31, 2007, 2006 and
2005
|
68
|
Management’s
annual report on internal control over financial reporting
|
40
|
Report
of independent registered public accounting firm
|
41
|
Other
financial information:
|
|
Summary
of operating segments
|
47
|
Notes
to consolidated financial statements
|
70-106
|
Operating
segment information
|
46-51
98
and 99
106
|
Geographic
segment information
|
51,
52, 98 and 99
|
Operations
by quarter (unaudited)
|
104
|
(a)2.
|
The
schedules listed in Reg. 210.5-04 have been omitted because they are not
applicable or the required information is shown in the consolidated
financial statements or notes thereto.
|
|
(a)3.
|
Exhibit
Index
|
|
3(a)
|
The
Certificate of Incorporation, as amended, of General Electric Company
(Incorporated by reference to Exhibit (3.1) of General Electric’s Current
Report on Form 8-K dated April 25, 2007 (Commission file number
001-00035)).
|
|
3(b)
|
The
By-Laws, as amended, of General Electric Company (Incorporated by
reference to Exhibit (3.2) of General Electric’s Current Report on Form
8-K dated April 25, 2007 (Commission file number
001-00035)).
|
|
4(a)
|
Amended
and Restated General Electric Capital Corporation (GECC) Standard Global
Multiple Series Indenture Provisions dated as of February 27, 1997
(Incorporated by reference to Exhibit 4(a) to GECC’s Registration
Statement on Form S-3, File No. 333-59707 (Commission file number
1-6461)).
|
|
4(b)
|
Third
Amended and Restated Indenture dated as of February 27, 1997, between GECC
and The Bank of New York, as successor trustee (Incorporated by reference
to Exhibit 4(c) to GECC’s Registration Statement on Form S-3, File No.
333-59707 (Commission file number 1-6461)).
|
|
4(c)
|
First
Supplemental Indenture dated as of May 3, 1999, supplemental to Third
Amended and Restated Indenture dated as of February 27, 1997 (Incorporated
by reference to Exhibit 4(dd) to GECC’s Post-Effective Amendment No. 1 to
Registration Statement on Form S-3, File No. 333-76479 (Commission file
number 1-6461)).
|
|
4(d)
|
Second
Supplemental Indenture dated as of July 2, 2001, supplemental to Third
Amended and Restated Indenture dated as of February 27, 1997 (Incorporated
by reference to Exhibit 4 (f) to GECC’s Post-Effective Amendment No.1 to
Registration Statement on Form S-3, File No. 333-40880 (Commission file
number 1-6461)).
|
|
4(e)
|
Third
Supplemental Indenture dated as of November 22, 2002, supplemental to
Third Amended and Restated Indenture dated as of February 27, 1997
(Incorporated by reference to Exhibit 4(cc) to GECC’s Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3, File No.
333-100527 (Commission file number 1-6461)).
|
|
4(f)
|
Senior
Note Indenture dated as of January 1, 2003, between General Electric and
The Bank of New York, as trustee for the senior debt securities
(Incorporated by reference to Exhibit 4(a) to General Electric’s Current
Report on Form 8-K filed on January 29, 2003 (Commission file number
001-00035)).
|
|
4(g)
|
Form
of Global Medium-Term Note, Series A, Fixed Rate Registered Note
(Incorporated by reference to Exhibit 4(m) to GECC’s Registration
Statement on Form S-3, File No. 333-100527 (Commission file number
1-6461)).
|
|
4(h)
|
Form
of Global Medium-Term Note, Series A, Floating Rate Registered Note
(Incorporated by reference to Exhibit 4(n) to the GECC’s Registration
Statement on Form S-3, File No. 333-100527 (Commission file number
1-6461)).
|
|
4(i)
|
Form
of LIBOR Floating Rate Note (Incorporated by reference to Exhibit 4 of
General Electric’s Current Report on Form 8-K dated October 29, 2003
(Commission file number 001-00035)).
|
|
4(j)
|
Eighth
Amended and Restated Fiscal and Paying Agency Agreement among GECC, GE
Capital Australia Funding Pty Ltd., GE Capital European Funding, GE
Capital Canada Funding Company, GE Capital UK Funding and JPMorgan Chase
Bank, N.A., and J.P. Morgan Bank Luxembourg, S.A., dated as of May 12,
2006 (Incorporated by reference to Exhibit 4(f) to General Electric
Capital Services, Inc.’s Form 10-K Report for the fiscal year ended
December 31, 2006).
|
|
4(k)
|
Agreement
to furnish to the Securities and Exchange Commission upon request a copy
of instruments defining the rights of holders of certain long-term debt of
the registrant and consolidated subsidiaries.*
|
|
4(l)
|
Indenture
dated December 1, 2005, between General Electric and The Bank of New York
(as successor to JP Morgan Chase Bank, N.A.) (Incorporated by reference to
Exhibit 4(a) of General Electric’s Current Report on Form 8-K filed on
December 9, 2005 (Commission file number 001-00035)).
|
|
4(m)
|
Form
of LIBOR Floating Rate Note due 2008 (Incorporated by reference to Exhibit
4(b) of General Electric’s Current Report on Form 8-K filed on December 9,
2005 (Commission file number 001-00035)).
|
|
4(n)
|
Form
of 5.250% Note due 2017 (Incorporated by referenced to Exhibit 4(b) of
General Electric’s Current Report on Form 8-K filed on December 5, 2007
(Commission file number 001-00035)).
|
|
4(o)
|
Letter
from the Senior Vice President and Chief Financial Officer of General
Electric to GECC dated September 15, 2006, with respect to returning
dividends, distributions or other payments to GECC in certain
circumstances described in the Indenture for Subordinated Debentures dated
September 1, 2006, between GECC and the Bank of New York (as successor to
JP Morgan Chase Bank, N.A.) (Incorporated by reference to Exhibit 4(c) to
GECC’s Post-Effective Amendment No. 2 to Registration Statement on
Form S-3, File No. 333-132807).
|
|
(10)
|
All
of the following exhibits consist of Executive Compensation Plans or
Arrangements:
|
||
(a)
|
General
Electric Incentive Compensation Plan, as amended effective July 1, 1991
(Incorporated by reference to Exhibit 10(a) to General Electric Annual
Report on Form 10-K (Commission file number 001-00035) for the fiscal year
ended December 31, 1991).
|
||
(b)
|
General
Electric Financial Planning Program, as amended through September 1993
(Incorporated by reference to Exhibit 10(h) to General Electric Annual
Report on Form 10-K (Commission file number 001-00035) for the fiscal year
ended December 31, 1993).
|
||
(c)
|
General
Electric Supplemental Life Insurance Program, as amended February 8, 1991
(Incorporated by reference to Exhibit 10(i) to General Electric Annual
Report on Form 10-K (Commission file number 001-00035) for the fiscal year
ended December 31, 1990).
|
||
(d)
|
General
Electric Directors’ Charitable Gift Plan, as amended through December 2002
(Incorporated by reference to Exhibit 10(i) to General Electric Annual
Report on Form 10-K (Commission file number 001-00035) for the fiscal year
ended December 31, 2002).
|
||
(e)
|
General
Electric Leadership Life Insurance Program, effective January 1, 1994
(Incorporated by reference to Exhibit 10(r) to General Electric Annual
Report on Form 10-K (Commission file number 001-00035) for the fiscal year
ended December 31, 1993).
|
||
(f)
|
General
Electric 1996 Stock Option Plan for Non-Employee Directors (Incorporated
by reference to Exhibit A to the General Electric Proxy Statement for its
Annual Meeting of Shareowners held on April 24, 1996 (Commission file
number 001-00035)).
|
||
(g)
|
General
Electric Supplementary Pension Plan, as amended effective January 1, 2005
(Incorporated by reference to Exhibit 10(q) to the General Electric Annual
Report on Form 10-K (Commission file number 001-00035) for the fiscal year
ended December 31, 2004).
|
||
(h)
|
General
Electric 2003 Non-Employee Director Compensation Plan (Incorporated by
reference to Exhibit 10(w) to General Electric Report on Form 10-K
(Commission file number 001-00035) for the fiscal year ended December 31,
2002).
|
||
(i)
|
Amendment
to Nonqualified Deferred Compensation Plans, dated as of December 14, 2004
(Incorporated by reference to Exhibit 10(w) to the General Electric Annual
Report on Form 10-K (Commission file number 001-00035) for the fiscal year
ended December 31, 2004).
|
||
(j)
|
GE
Retirement for the Good of the Company Program, as amended effective
January 1, 2005 (Incorporated by reference to Exhibit 10(x) to the General
Electric Annual Report on Form 10-K (Commission file number 001-00035) for
the fiscal year ended December 31, 2004).
|
||
(k)
|
GE
Excess Benefits Plan, effective July 1, 2003 (Incorporated by reference to
Exhibit 10(y) to the General Electric Annual Report on Form 10-K
(Commission file number 001-00035) for the fiscal year ended December 31,
2004).
|
||
(l)
|
General
Electric 2006 Executive Deferred Salary Plan (Incorporated by reference to
Exhibit 10 of General Electric’s Current Report on Form 8-K dated
September 16, 2005 (Commission file number 001-0035)).
|
||
(m)
|
General
Electric Company 2007 Long-Term Incentive Plan (Incorporated by reference
to Exhibit 10.1 of General Electric’s Current Report on Form 8-K dated
April 27, 2007 (Commission file number 001-0035)).
|
||
(n)
|
Form
of Agreement for Stock Option Grants to Executive Officers under the
General Electric Company 2007 Long-term Incentive Plan (Incorporated by
reference to Exhibit 10.2 of General Electric’s Current Report on Form 8-K
dated April 27, 2007 (Commission file number 001-0035)).
|
||
(o)
|
Form
of Agreement for Annual Restricted Stock Unit Grants to Executive Officers
under the General Electric Company 2007 Long-term Incentive Plan
(Incorporated by reference to Exhibit 10.3 of General Electric’s Current
Report on Form 8-K dated April 27, 2007 (Commission file number
001-0035)).
|
||
(p)
|
Form
of Agreement for Periodic Restricted Stock Unit Grants to Executive
Officers under the General Electric Company 2007 Long-term Incentive Plan
(Incorporated by reference to Exhibit 10.4 of General Electric’s Current
Report on Form 8-K dated April 27, 2007 (Commission file number
001-0035)).
|
||
(q)
|
Form
of Agreement for Long Term Performance Award Grants to Executive Officers
under the General Electric Company 2007 Long-term Incentive Plan
(Incorporated by reference to Exhibit 10.5 of General Electric’s Current
Report on Form 8-K dated April 27, 2007 (Commission file number
001-0035)).
|
||
(r)
|
Form
of Agreement for Performance Stock Unit Grants to Executive Officers under
the General Electric Company 2007 Long-term Incentive Plan (Incorporated
by reference to Exhibit 10.6 of General Electric’s Current Report on Form
8-K dated April 27, 2007 (Commission file
number 001-0035)).
|
||
(11)
|
Statement
re Computation of Per Share Earnings.**
|
||
(12)
|
Computation
of Ratio of Earnings to Fixed Charges.*
|
||
(13)
|
GE’s
2007 Annual Report to Shareowners, certain sections of which have been
incorporated herein by reference.*
|
||
(21)
|
Subsidiaries
of Registrant.*
|
||
(23)
|
Consent
of independent registered public accounting firm.*
|
||
(24)
|
Power
of Attorney.*
|
||
31(a)
|
Certification
Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as amended. *
|
||
31(b)
|
Certification
Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as amended.*
|
||
(32)
|
Certification
Pursuant to 18 U.S.C. Section 1350.*
|
||
99(a)
|
Income
Maintenance Agreement, dated March 28, 1991, between the Registrant and
General Electric Capital Corporation (Incorporated by reference to Exhibit
99(h) to General Electric Capital Corporation’s Registration Statement on
Form S-3 (File No. 333-100527)).
|
99(b)
|
Undertaking
for Inclusion in Registration Statements on Form S-8 of General Electric
Company (Incorporated by reference to Exhibit 99(b) to General Electric
Annual Report on Form 10-K (Commission file number 001-00035) for the
fiscal year ended December 31, 1992).
|
|
*
|
Filed
electronically herewith.
|
|
**
|
Information
required to be presented in Exhibit 11 is provided in note 8 to the 2007
Annual Report to Shareowners in accordance with the provisions of FASB
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per
Share.
|
General
Electric Company
(Registrant)
|
|||
By
|
/s/
Keith S. Sherin
|
||
Keith
S. Sherin
Vice
Chairman and Chief Financial Officer
(Principal
Financial Officer)
|
Signer
|
Title
|
Date
|
|||
/s/
Keith S. Sherin
|
Principal
Financial Officer
|
February
20, 2008
|
|||
Keith
S. Sherin
Vice
Chairman and
Chief
Financial Officer
|
|||||
/s/
Philip D. Ameen
|
Principal
Accounting Officer
|
February
20, 2008
|
|||
Philip
D. Ameen
Vice
President and Comptroller
|
|||||
Jeffrey
R. Immelt*
|
Chairman
of the Board of Directors
(Principal
Executive Officer)
|
||||
James
I. Cash, Jr.*
|
Director
|
||||
William
M. Castell*
|
Director
|
||||
Ann
M. Fudge*
|
Director
|
||||
Claudio
X. Gonzalez*
|
Director
|
||||
Susan
Hockfield*
|
Director
|
||||
Andrea
Jung*
|
Director
|
||||
Alan
G. Lafley*
|
Director
|
||||
Robert
W. Lane*
|
Director
|
||||
Ralph
S. Larsen*
|
Director
|
||||
Rochelle
B. Lazarus*
|
Director
|
||||
Sam
Nunn*
|
Director
|
||||
Roger
S. Penske*
|
Director
|
||||
Robert
J. Swieringa*
|
Director
|
||||
Douglas
A. Warner III*
|
Director
|
||||
Robert
C. Wright*
|
Director
|
||||
A
majority of the Board of Directors
|
|||||
*By
|
/s/
Michael R. McAlevey
|
||||
Michael
R. McAlevey
Attorney-in-fact
February
20, 2008
|