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the reviews of our quarterly reports on Form 10-Q, statutory audits required internationally, services related to
compliance with Sarbanes-Oxley Act of 2002 internal control testing and review of correspondence with the
SEC.
Audit-Related Fees
The aggregate fees billed by Ernst & Young LLP for audit-related services totaled $43,000 in 2006 and
$0.2 million in 2005, which consisted of fees related to FAS 123R, S-8 registration and SAB99 consultation
work in 2006 and due diligence on potential or proposed acquisitions for 2005.
Tax Fees
The aggregate fees billed by Ernst & Young LLP for tax services, consisting of tax compliance, tax advice
and tax planning, totaled $0.2 million in 2006 and $0.2 million in 2005.
All Other Fees
There were no other fees paid to Ernst & Young LLP in 2006 and 2005.
Pre-Approval Procedures of Audit and Non-Audit Services by the Independent Registered Public
Accounting Firm
As set forth in its charter, the Audit Committee must pre-approve all audit and non-audit services performed
by the independent registered public accounting firm. As allowed under its charter, the Audit Committee has
delegated to the Chairman of the Audit Committee, Mr. E. Stanton McKee, Jr., the authority to grant such
pre-approvals, provided that all approvals made by the Chairman are presented to the full Audit Committee for
its ratification at each of its scheduled meetings. In determining whether to approve audit and non-audit services
to be performed by Ernst & Young LLP, the Audit Committee takes into consideration the fees to be paid for
such services and whether the fees would affect the independence of the independent registered public
accounting firm in performing its audit function. In addition, when determining whether to approve non-audit
services to be performed by Ernst & Young LLP, the Audit Committee considers whether the performance of
such services is compatible with maintaining the independence of the independent registered public accounting
firm in performing its audit function, and under no circumstances will the non-audit services include the
prohibited activities set forth in Section 201 of the Sarbanes-Oxley Act of 2002. The Audit Committee has
determined that the rendering of the services other than audit services by Ernst & Young LLP is compatible with
maintaining the registered public accounting firm’s independence.
Recommendation of the Board of Directors
The Board of Directors Recommends A Vote in Favor of Proposal Four.
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