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INDEX TO EXHIBITS
Exhibit
Number Exhibit
3.1 Restated Certificate of Incorporation of the Company (incorporated herein by reference to the
Company's Current Report on Form 8-K dated February 12, 2001, Exhibit 3(i).
3.2 By-laws of the Company, effective November 6, 2003 (incorporated herein by reference to the
Company's Quarterly Report on Form 10-Q dated November 14, 2003 Exhibit 3).
4.1 Indenture dated as of October 1, 2000, between the Company and Bank One Trust Company, N.A.,
as Trustee, providing for the issuance of Debt Securities in one or more series. (incorporated herein
by reference to the Company's Current Report on Form 8-K dated October 12, 2000, Exhibit 4.1).
4.2 Officers' Certificate dated February 4, 2003, providing for the Notes, including (a) the form of the
Notes, and (b) the Pricing Agreement. (incorporated herein by reference to the Company's Current
Report on Form 8-K dated January 31, 2003, Exhibit 4.2).
4.3 Indenture dated as of March 5, 2004, by and between the Company and JP Morgan Trust Company,
National Association. (incorporated herein by reference to the Company's Current Report on
Form 8-K dated March 8, 2004, Exhibit 4.1).
4.4 Officers' Certificate dated March 5, 2004, establishing the terms of the 2% Convertible Senior
Debentures due 2034. (incorporated herein by reference to the Company's Current Report on
Form 8-K dated March 8, 2004, Exhibit 4.2).
4.5 Officers' Certificate dated August 19, 2005, establishing the terms of the 6.00% Notes due 2015.
(incorporated herein by reference to the Company's Current Report on Form 8-K dated August 19,
2005, Exhibit 4.2).
Note: The total amount of securities authorized under any other instrument that defines the rights of
holders of Company's long-term debt does not exceed 10% of the total assets of the Company and its
subsidiaries on a consolidated basis. Therefore, these instruments are not required to be filed as
exhibits to this Report. The Company agrees to furnish copies of such instruments to the Commission
upon request.
Executive Compensation Plans and Arrangements
10.1 Employment Agreement dated June 29, 1998 between the Company and David R. Birk (incorporated
herein by reference to the Company's Current Report on Form 8-K dated September 18, 1998,
Exhibit 99.3).
10.2 Employment Agreement dated June 29, 1998 between the Company and Raymond Sadowski
(incorporated herein by reference to the Company's Current Report on Form 8-K dated Septem-
ber 18, 1998, Exhibit 99.4).
10.3 Employment Agreement dated April 1, 2000 between the Company and Andrew S. Bryant
(incorporated herein by reference to the Company's Current Report on Form 8-K dated May 14,
2001, Exhibit 99C).
10.4 Employment Agreement dated May 1, 2000 between the Company and Richard Hamada (incorpo-
rated herein by reference to the Company's Current Report on Form 8-K dated September 26, 2002,
Exhibit 10B).
10.5 Employment Agreement dated July 1, 2002 between the Company and Edward B. Kamins
(incorporated herein by reference to the Company's Current Report on Form 8-K dated Septem-
ber 26, 2002, Exhibit 10C).
10.6 Change of Control Agreement dated March 1, 2001 between the Company and Edward B. Kamins
(incorporated herein by reference to the Company's Quarterly Report on Form 10-Q dated
November 10, 2004, Exhibit 10.2).
10.7 Employment Agreement dated June 29, 2002 between the Company and Roy Vallee (incorporated
herein by reference to the Company's Current Report on Form 8-K dated September 26, 2002,
Exhibit 10D).
10.8 Change of Control Agreement dated as of March 1, 2001 between the Company and David R. Birk
(incorporated herein by reference to the Company's Current Report on Form 8-K dated May 14,
2001, Exhibit 99D).
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