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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 August 10, 2007 (incorporated herein by reference to the Company’s
Current Report on Form 8-K dated August 15, 2007 Exhibit 3.1).
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).
4.6 Officers’ Certificate dated September 12, 2006, establishing the terms of the 6.625% Notes due 2016.
(incorporated herein by reference to the Company’s Current Report on Form 8-K dated September 12,
2006, Exhibit 4.2).
4.7 Officers’ Certificate dated March 7, 2007, establishing the terms of the 5 7/8% Notes due 2014
(incorporated herein by reference to the Company’s Current Report on Form 8-K dated March 7, 2007,
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
September 18, 1998, Exhibit 99.4).
10.3 Employment Agreement dated May 1, 2000 between the Company and Richard Hamada (incorporated
herein by reference to the Company’s Current Report on Form 8-K dated September 26, 2002,
Exhibit 10B).
10.4 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 September 26, 2002,
Exhibit 10C).
10.5 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).
10.6 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).
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