AMERICAN EXPRESS CO — Proxy Solicitation & Information Statement 2009

Apr 15, 2009

DEFR14A 1 defr14a.htm AMENDMENT NO. 1 defr14a.htm Licensed to: skadden arps Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Supplement to Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

American Express Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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| ● |
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| SUPPLEMENT
TO THE PROXY STATEMENT FOR
THE 2009 ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON APRIL 27, 2009 |

The following information supplements and amends the proxy statement (the "Proxy Statement") of American Express Company (the "Company," "we," "us," or "our") furnished to shareholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board of Directors" or the "Board") for the 2009 Annual Meeting of Shareholders and for any adjournment or postponement thereof (the "Annual Meeting"). The Annual Meeting is scheduled to be held on Monday, April 27, 2009, at 10:00 a.m., Eastern Time, at the American Express Service Center, 7701 Airport Center Drive, Greensboro, North Carolina 27409. This supplement to the Proxy Statement (this "Supplement") is being filed with the Securities and Exchange Commission (the "SEC") on April 15, 2009. THE PROXY STATEMENT CONTAINS IMPORTANT ADDITIONAL INFORMATION AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

Only shareholders of record on the close of business on February 27, 2009 are entitled to receive notice of and to vote at the Annual Meeting.

Peter Lindner, a former employee of the Company, has filed a preliminary proxy statement with the SEC indicating his intention to solicit proxies from the Company's shareholders in an effort to gain a seat on the Company's Board of Directors. Mr. Lindner's preliminary proxy statement also indicates an intention to solicit proxies in favor of his proposal relating to the Company's Code of Conduct for Employees (the "Lindner Proposal").

RECENT DEVELOPMENTS

Mr. Lindner's employment with the Company was terminated in 1998. Since that time, he has pursued, through a variety of means, a number of personal grievances against the Company, including commencing a lawsuit against the Company. In the past, Mr. Lindner has made statements to the Company about his desire to become a member of the Board of Directors. Mr. Lindner states that he owns approximately 800 of the Company's common shares.

In the fall of 2008, the Company received communications from Mr. Lindner that indicated his desire to become a director. At that time, Mr. Lindner also submitted the Lindner Proposal for inclusion in the Proxy Statement. The Company believed that, under the federal proxy rules, the Lindner Proposal could properly be omitted from the Proxy Statement and, in accordance with the procedures of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, the Company requested that the Staff of the SEC concur with the Company's view. On December 30, 2008, Mr. Lindner again requested that he be selected as one of the Board's nominees for director. The Nominating and Governance Committee considered Mr. Lindner's qualifications and determined not to select him as one of the Board's nominees.

On January 22, 2009, the Company received a "no action" letter from the Staff of the SEC concurring with the Company's view that the Lindner Proposal could properly be omitted from the Proxy Statement. Mr. Lindner subsequently requested the Staff of the SEC to reconsider its position and, by letter dated April 8, 2009, the Staff advised Mr. Lindner that it found no basis to reconsider its position.

On March 17, 2009, the Company commenced mailing the Proxy Statement to its shareholders.

On March 30, 2009, Mr. Lindner filed a preliminary proxy statement with the SEC indicating his intention to solicit proxies in favor of his election to the Board and in favor of the Lindner Proposal.

On April 6, 2009, Mr. Lindner requested the United States District Court for the Southern District of New York to issue a temporary restraining order and preliminary injunction prohibiting the Company from implementing any proxy or ballot, or taking any action based on any proxy or ballot, that does not include the Lindner Proposal. At a hearing on April 14, 2009, the Court denied Mr. Lindner's request for a temporary restraining order and set a hearing on his request for a preliminary injunction for April 23, 2009.

MISCELLANEOUS INFORMATION

The Lindner Proposal

The Lindner Proposal is a proposal to amend the Company's Code of Conduct for Employees to include mandatory penalties for non-compliance. As was disclosed in the Proxy Statement, the Board's designated proxyholders have discretionary authority to vote the proxies solicited by the Company on the Lindner Proposal and intend to exercise their discretion to vote "AGAINST" the Lindner Proposal.

Voting Standards

Election of Directors . In accordance with the Company's Amended Certificate of Incorporation, majority voting applies for election of directors, except in contested director elections. An election is contested if there are more nominees than positions on the Board to be filled at the meeting of shareholders as of the fourteenth day prior to the date on which the Company files its definitive proxy statement with the SEC. On March 2, 2009 (fourteen days prior to the date that the Company filed the Proxy Statement with the SEC), the Company was unaware that Mr. Lindner intended to solicit proxies for his election to the Board of Directors. Accordingly, as disclosed in the Proxy Statement, the election of directors at the 2009 Annual Meeting requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes are not considered as votes cast and will have no effect on the outcome of the election of directors. Depending on the timing and extent of the solicitation by Mr. Lindner, the New York Stock Exchange may take the position that the election of directors is not a "routine" matter, in which case brokers and other nominees may not vote shares with respect to the election of directors without receiving instructions from the beneficial owner of the shares.

2

Lindner Proposal . Adoption of the Lindner Proposal, like the other shareholder proposals that are on the Company's agenda at the Annual Meeting, requires the approval of the majority of the votes cast. Abstentions and broker non-votes are not considered as votes cast and will have no effect on the outcome of the vote on the Lindner Proposal.

Participants in the Solicitation

Under applicable SEC regulations, members of the Board and certain officers and employees of the Company are "participants" with respect to the Company's solicitation of proxies in connection with the Annual Meeting. Certain information concerning these "participants" is set forth in the Proxy Statement and in Annex A hereto.

Solicitation of Proxies; Expenses

As a result of Mr. Lindner's intended proxy solicitation, we will incur additional costs in connection with our solicitation of proxies. We have retained Morrow & Co. LLC ("Morrow"), 470 West Avenue, Stamford, Connecticut 06902, to assist us in the solicitation of proxies for a fee of $17,500 plus out-of-pocket expenses. Proxies may be solicited by mail, telephone, facsimile, telegraph, the Internet, e-mail, newspapers and other publications of general distribution and in person. If Mr. Lindner commences an actual solicitation of proxies, Morrow expects that approximately 10 of its employees would assist in the solicitation. Our expenses related to the solicitation of proxies from shareholders this year will exceed those normally spent for an annual meeting of shareholders. Such additional costs are expected to aggregate to approximately $75,000 (exclusive of costs relating to Mr. Lindner's litigation described above, which costs cannot be predicted at this time). These additional solicitation costs are expected primarily to include the increased fees of outside counsel. To date, we have incurred substantially all of these additional solicitation costs.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting

to Be Held on April 27, 2009

The Company's Proxy Statement, 2008 Annual Report to Shareholders and this Supplement are available at www.proxyvote.com

3

ANNEX A

ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION

Under applicable SEC rules and regulations, members of the Board of Directors, the Board's nominees, and certain officers and other employees of Company are "participants" with respect to the Company's solicitation of proxies in connection with the Annual Meeting. The following sets forth certain information about the persons who are "participants."

Directors and Nominees

The following table sets forth the names and business addresses of the Company's directors (each of whom is also a nominee for director), as well as the names and principal business addresses of the corporation or other organization in which the principal occupations or employment of the directors is carried on. The principal occupations or employment of the Company's directors are set forth under the heading "Item 1—Election of Directors" in the Proxy Statement.

| Name | Business
Name and Address |
| --- | --- |
| Daniel
F.
Akerson | The
Carlyle Group 1001
Pennsylvania Avenue, NW Suite
220 South Washington,
DC 20004 |
| Charlene
Barshefsky | WilmerHale 1875
Pennsylvania Avenue, NW Washington,
DC 20006 |
| Ursula
M.
Burns | Xerox
Corporation 100
Clinton Avenue South, 29th Floor Rochester,
New York 14644 |
| Kenneth
I.
Chenault | American
Express Company 200
Vesey Street New
York, New York 10285 |
| Peter
Chernin | News
Corp. 10201
W. Pico Boulevard Building
100, Room 5080 Los
Angeles, California 90035 |
| Jan
Leschly | Care
Capital LLC 47
Hulfish Street, Suite 310 Princeton,
New Jersey 08542 |
| Richard
C.
Levin | Yale
University 105
Wall Street New
Haven, Connecticut 06511 |
| Richard
A.
McGinn | RRE
Ventures 126
East 56th Street, 21st Floor New
York, New York 10021 |
| Edward
D.
Miller | AXA
Financial, Inc. 1290
Avenue of the Americas, 14th Floor New
York, New York 10104 |
| Steven
S
Reinemund | Wake
Forest University Calloway
School 1834
Wake Forest Road Kirby
Hall, Room 207 Winston-Salem,
North Carolina 27106 |
| Robert
D.
Walter | The
Robert D. Walter Company 330
West Spring Street, Suite 4 Columbus,
Ohio 43215 |
| Ronald
A.
Williams | AETNA
Inc. 151
Farmington Avenue Hartford,
Connecticut 06156 |

A-1

Certain Officers and Other Employees

The following table sets forth the name and principal occupation of the Company's officers and employees who are "participants." The principal business address of each such person is c/o American Express Company, 200 Vesey Street, New York, New York 10285.

| Name | Principal
Occupation |
| --- | --- |
| Stephen P . Norm an | Secretary
and Corporate Governance Officer |
| Ronald C . Stovall | Senior
Vice President Investor Relations |
| Carol
V.
Schwartz | Senior
Assistant Secretary |
| W.
Alex
Hopwood | Vice
President Investor Relations |

Information Regarding Ownership of the Company's Securities by Participants

Except as described in this Annex A or in the Proxy Statement, none of the persons listed above under "Directors and Nominees" or "Certain Officers and Other Employees" owns any Company securities of record that they do not own beneficially. The number of Company securities beneficially owned by directors as of February 27, 2009 is set forth under the heading "Ownership of Our Common Shares" in the Proxy Statement. The number of Company securities beneficially owned by the Company's officers and employees who are "participants" as of April 12, 2009 is set forth below.

| Name | Company
Securities Owned |
| --- | --- |
| Stephen P . Norman | 184,674.7329 |
| Ronald C . Stovall | 57,328.4373 |
| Carol
V.
Schwartz | 36,898.8041 |
| W.
Alex
Hopwood | 9,790.0000 |

Information Regarding Transactions in the Company's Securities by Participants

The following table sets forth purchases and sales of the Company's securities during the past two years by the persons listed above under "Directors and Nominees" and "Certain Officers and Other Employees." None of the purchase price or market value of the securities listed below is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.

Company Securities Purchased or Sold (04/12/07 through 04/12/09)

| Name | Date | Number
of Shares, Non-Qualified Options, RSUs,
RSAs, SEUs and Units in Retirement
Savings Plan Acquired
or (Disposed of) | Notes |
| --- | --- | --- | --- |
| Daniel F . Akerson | 4/24/2007 | 3,400.000 | (2) |
| | 5/10/2007 | 23.437 | (1) |
| | 5/10/2007 | 9.000 | (5) |
| | 8/10/2007 | 33.161 | (1) |
| | 8/10/2007 | 10.000 | (5) |
| | 11/9/2007 | 5,000.000 | (4) |
| | 11/10/2007 | 35.092 | (1) |
| | 11/10/2007 | 10.000 | (5) |
| | 12/14/2007 | (1.000) | (10) |
| | 2/10/2008 | 53.267 | (1) |
| | 4/28/2008 | 3,400.000 | (2) |
| | 5/9/2008 | 49.087 | (1) |
| | 8/8/2008 | 81.300 | (1) |
| | 11/7/2008 | 121.804 | (1) |
| | 2/10/2009 | 182.072 | (1) |

A-2

| Name | Date | Number
of Shares, Non-Qualified Options, RSUs,
RSAs, SEUs and Units in Retirement
Savings Plan Acquired
or (Disposed of) | Notes |
| --- | --- | --- | --- |
| Charlene
Barshefsky | 4/24/2007 | 3,400.000 | (2) |
| | 5/10/2007 | 2.000 | (5) |
| | 5/10/2007 | 46.270 | (1) |
| | 6/30/2007 | 321.960 | (3) |
| | 8/10/2007 | 2.000 | (5) |
| | 8/10/2007 | 57.970 | (1) |
| | 9/30/2007 | 336.250 | (3) |
| | 11/9/2007 | 2.000 | (5) |
| | 11/10/2007 | 62.235 | (1) |
| | 12/31/2007 | 384.100 | (3) |
| | 2/8/2008 | 4.000 | (5) |
| | 2/10/2008 | 96.006 | (1) |
| | 3/31/2008 | 448.833 | (3) |
| | 4/28/2008 | 3,400.000 | (2) |
| | 5/9/2008 | 3.000 | (5) |
| | 5/9/2008 | 90.124 | (1) |
| | 6/30/2008 | 486.960 | (3) |
| | 6/30/2008 | 60.870 | (3) |
| | 8/8/2008 | 5.000 | (5) |
| | 8/8/2008 | 138.161 | (1) |
| | 9/30/2008 | 543.780 | (3) |
| | 9/30/2008 | 67.970 | (3) |
| | 11/7/2008 | 211.407 | (1) |
| | 11/10/2008 | 7.000 | (5) |
| | 12/31/2008 | 1,078.080 | (3) |
| | 12/31/2008 | 134.760 | (3) |
| | 2/10/2009 | 329.000 | (1) |
| Ursula M . Burns | 4/24/2007 | 3,400.000 | (2) |
| | 5/10/2007 | 28.935 | (1) |
| | 6/30/2007 | 321.960 | (3) |
| | 6/30/2007 | 40.250 | (3) |
| | 8/8/2007 | 1,000.000 | (4) |
| | 8/10/2007 | 39.849 | (1) |
| | 9/30/2007 | 336.250 | (3) |
| | 9/30/2007 | 42.030 | (3) |
| | 11/9/2007 | 2,000.000 | (4) |
| | 11/10/2007 | 43.170 | (1) |
| | 12/31/2007 | 384.100 | (3) |
| | 12/31/2007 | 48.010 | (3) |
| | 2/10/2008 | 67.260 | (1) |
| | 2/25/2008 | 1,000.00 0 | (4) |
| | 3/31/2008 | 448.833 | (3) |
| | 3/31/2008 | 56.104 | (3) |
| | 4/28/2008 | 3,400.000 | (2) |
| | 5/9/2008 | 63.840 | (1) |
| | 6/30/2008 | 486.960 | (3) |

A-3

| Name | Date | Number
of Shares, Non-Qualified Options, RSUs,
RSAs, SEUs and Units in Retirement
Savings Plan Acquired
or (Disposed of) | Notes |
| --- | --- | --- | --- |
| | 6/30/2008 | 60.870 | (3) |
| | 8/8/2008 | 103.440 | (1) |
| | 9/30/2008 | 543.780 | (3) |
| | 9/30/2008 | 67.970 | (3) |
| | 11/7/2008 | 159.388 | (1) |
| | 12/31/2008 | 1 ,078.080 | (3) |
| | 12/31/2008 | 134.760 | (3) |
| | 1/28/2009 | 4,000.000 | (4) |
| | 2/10/2009 | 251.244 | (1) |
| | 3/31/2009 | 1,458.842 | (3) |
| | 3/31/2009 | 182.355 | (3) |
| Kenneth I . Chenault | 4/18/2007 | (415.000) | (11) |
| | 4/23/2007 | (165.000) | (11) |
| | 4/24/2007 | (165.000) | (11) |
| | 5/15/2007 | (161. 000) | (11) |
| | 5/23/2007 | (4,100.000) | (10) |
| | 5/23/2007 | (20,300.000) | (10) |
| | 5/23/2007 | (23,600.000) | (10) |
| | 5/30/2007 | (390.000) | (11) |
| | 6/21/2007 | (260.000) | (11) |
| | 6/21/2007 | (3,200.000) | (11) |
| | 6/30/2007 | 1,827.000 | (17) |
| | 9/6/2007 | (338.000) | (11) |
| | 9/6/2007 | (6,780.000 ) | (11) |
| | 9/30/2007 | 71.000 | (17) |
| | 11/12/2007 | (180.000) | (11) |
| | 11/30/2007 | 1,375,000.000 | (7) |
| | 12/7/2007 | 310.000 | (11) |
| | 12/7/2007 | 290.000 | (11) |
| | 12/7/2007 | (290.000) | (11) |
| | 12/7/2007 | (310.000) | (11) |
| | 12/31/2007 | 112.000 | (17) |
| | 1/24/2008 | 5,462.000 | (14) |
| | 1/24/20 08 | 4,916.000 | (14) |
| | 1/25/2008 | 35,818.000 | (14) |
| | 1/28/2008 | (1,662.000) | (16) |
| | 1/28/2008 | (1,847.000) | (16) |
| | 1/28/2008 | (14,596.000) | (16) |
| | 1/31/2008 | 1,375,000.000 | (7) |
| | 1/31/2008 | 625,000.000 | (8) |
| | 1/31/2008 | 122,124.000 | (13) |
| | 1/31/2008 | 71,748.000 | (15) |
| | 2/19/ 2008 | 202,423.000 | (6) |
| | 2/19/2008 | 198,805.000 | (6) |
| | 2/19/2008 | (168,341.000) | (16) |
| | 2/19/2008 | (168,903.000) | (16) |

A-4

| Name | Date | Number
of Shares, Non-Qualified Options, RSUs,
RSAs, SEUs and Units in Retirement
Savings Plan Acquired
or (Disposed of) | Notes |
| --- | --- | --- | --- |
| | 3/31/2008 | 167.000 | (17) |
| | 6/30/2008 | 156.000 | (17) |
| | 9/30/2008 | 96.000 | (17) |
| | 12/31/2008 | 304.000 | (17) |
| | 1/23/2009 | 57,842.000 | (14) |
| | 1/23/2009 | (19,5 51.000) | (16) |
| | 1/24/2009 | 5,462.000 | (14) |
| | 1/24/2009 | 4,916.000 | (14) |
| | 1/24/2009 | (1,662.000) | (16) |
| | 1/24/2009 | (2,113.000) | (16) |
| | 1/29/2009 | 1,196,888.000 | (8) |
| | 1/31/2009 | 71,748.000 | (14) |
| | 1/31/2009 | (31,426.000) | (16) |
| | 2/21/2009 | (357,838.000) | (9) |
| | 3/31/2009 | 4 52 .000 | (17) |
| Peter
Chernin | 4/24/2007 | 3,400.000 | (2) |
| | 5/10/2007 | 8.195 | (1) |
| | 8/10/2007 | 17.140 | (1) |
| | 11/10/2007 | 18.138 | (1) |
| | 12/7/2007 | 3,500.000 | (4) |
| | 2/10/2008 | 27.532 | (1) |
| | 4/28/2008 | 3,400.000 | (2) |
| | 5/9/2008 | 25.372 | (1) |
| | 8/8/2008 | 49.974 | (1) |
| | 11/7/2008 | 74.8 70 | (1) |
| | 2/10/2009 | 111.915 | (1) |
| Jan
Leschly | 4/24/2007 | 3,400.000 | (2) |
| | 5/10/2007 | 23.437 | (1) |
| | 8/8/2007 | 32,000.000 | (4) |
| | 8/10/2007 | 33.161 | (1) |
| | 11/10/2007 | 35.092 | (1) |
| | 2/10/2008 | 53.267 | (1) |
| | 4/25/2008 | 3,427.000 | (6) |
| | 4/25/2008 | (2,185.000) | (16) |
| | 4/28/2008 | 3 ,400.000 | (2) |
| | 5/9/2008 | 49.087 | (1) |
| | 8/8/2008 | 81.300 | (1) |
| | 11/7/2008 | 121.804 | (1) |
| | 2/10/2009 | 182.072 | (1) |
| Richard
C.
Levin | 4/24/2007 | 3,400.000 | (2) |
| | 8/10/2007 | 8.526 | (1) |
| | 11/10/2007 | 9.022 | (1) |
| | 2/10/2008 | 13.695 | (1) |
| | 4/28/2008 | 3,400.000 | (2) |
| | 5/9/2008 | 12. 620 | (1) |
| | 8/8/2008 | 33.129 | (1) |
| | 11/7/2008 | 49.633 | (1) |
| | 2/10/2009 | 74.192 | (1) |

A-5

| Name | Date | Number
of Shares, Non-Qualified Options, RSUs,
RSAs, SEUs and Units in Retirement
Savings Plan Acquired
or (Disposed of) | Notes |
| --- | --- | --- | --- |
| Richard A . McG inn | 4/24/2007 | 3,400.000 | (2) |
| | 5/10/2007 | 23.437 | (1) |
| | 8/10/2007 | 33.161 | (1) |
| | 9/5/2007 | 900.000 | (4) |
| | 9/5/2007 | 100.000 | (4) |
| | 11/10/2007 | 35.092 | (1) |
| | 12/12/2007 | 1,000.0 00 | (4) |
| | 2/10/2008 | 53.267 | (1) |
| | 4/28/2008 | 3,400.000 | (2) |
| | 5/9/2008 | 49.087 | (1) |
| | 8/8/2008 | 81.300 | (1) |
| | 11/7/2008 | 121.804 | (1) |
| | 2/10/2009 | 182.072 | (1) |
| Edward
D. Miller | 4/24/2007 | 3,400.000 | (2) |
| | 5/10/2007 | 31.833 | (1) |
| | 6/30/2007 | 321.960 | (3) |
| | 6/30/2007 | 20.120 | (3) |
| | 8/10/2007 | 42.845 | (1) |
| | 9/30/2007 | 336.250 | (3) |
| | 9/30/2007 | 21.020 | (3) |
| | 11/10/2007 | 46.285 | (1) |
| | 12/31/2007 | 384.100 | (3) |
| | 12/31/2007 | 24.010 | (3) |
| | 2/10/2008 | 71.892 | (1) |
| | 3/31/2008 | 448.833 | (3) |
| | 3/31/2008 | 28.052 | (3) |
| | 4/28/2008 | 3,400.000 | (2) |
| | 5/9/2008 | 6 8.005 | (1) |
| | 6/30/2008 | 486.960 | (3) |
| | 6/30/2008 | 30.440 | (3) |
| | 8/8/2008 | 108.795 | (1) |
| | 9/30/2008 | 543.780 | (3) |
| | 9/30/2008 | 33.990 | (3) |
| | 11/7/2008 | 167.166 | (1) |
| | 12/31/2008 | 1,078.080 | (3) |
| | 12/31/2008 | 67.380 | (3) |
| | 2/10/2009 | 262.148 | (1) |
| | 3/31/2009 | 1,458.842 | (3) |
| | 3/31/2009 | 91.178 | (3) |
| Steven S Reinemund | 4/24/2007 | 3,400.000 | (2) |
| | 8/10/2007 | 8.526 | (1) |
| | 11/10/2007 | 9.022 | (1) |
| | 11/12/2007 | 5,000.000 | (4) |
| | 2/10/2008 | 13.695 | (1) |
| | 2/21/2008 | 10,000.000 | (4) |
| | 4/28/2008 | 3,400.000 | (2) |

A-6

| Name | Date | Number
of Shares, Non-Qualified Options, RSUs,
RSAs, SEUs and Units in Retirement
Savings Plan Acquired
or (Disposed of) | Notes |
| --- | --- | --- | --- |
| | 5/9/2008 | 12.620 | (1) |
| | 8/8/2008 | 33.129 | (1) |
| | 11/7/2008 | 49.633 | (1) |
| | 2/10/2009 | 74.192 | (1) |
| Robert D. Walter | 4/24/2007 | 20,000.000 | (4) |
| | 4/24/2007 | 3,400.000 | (2) |
| | 5/10/2007 | 41.517 | (1) |
| | 8/8/2007 | 30,000.000 | (4) |
| | 8/10/2007 | 52.167 | (1) |
| | 11/10/2007 | 55.204 | (1) |
| | 1/28/2008 | 50,000.000 | (4) |
| | 2/10/2008 | 83.79 5 | (1) |
| | 4/28/2008 | 3,400.000 | (2) |
| | 5/9/2008 | 77.220 | (1) |
| | 8/8/2008 | 118.463 | (1) |
| | 11/7/2008 | 177.481 | (1) |
| | 2/10/2009 | 265.297 | (1) |
| Ronald A. Williams | 4/24/2007 | 3,400.000 | (2) |
| | 5/10/2007 | 0.422 | (1) |
| | 6/30/2007 | 160.980 | (3) |
| | 6/30/2007 | 20.120 | (3) |
| | 8/10/2007 | 9.424 | (1) |
| | 9/30/2007 | 168.130 | (3) |
| | 9/30/2007 | 21.020 | (3) |
| | 11/10/2007 | 10.473 | (1) |
| | 12/31/2007 | 192.050 | (3) |
| | 2/7/2008 | 5,500.000 | (4) |
| | 2/10/2008 | 16.763 | (1) |
| | 3/31/2008 | 448.830 | (3) |
| | 3/31/2008 | 56.104 | (3) |
| | 4/28/2008 | 3,400.000 | (2) |
| | 5/9/2008 | 17.305 | (1) |
| | 6/30/2008 | 486.960 | (3) |
| | 6/30/2008 | 60.870 | (3) |
| | 8/8/2008 | 41.969 | (1) |
| | 9/30/2008 | 543.780 | (3) |
| | 9/30/2008 | 67.970 | (3) |
| | 11/7/2008 | 67.293 | (1) |
| | 12/31/2008 | 1,078.080 | (3) |
| | 2/10/2009 | 113.580 | (1) |
| | 2/18/2009 | 20,000.000 | (4) |
| | 3/31/2009 | 1,458.840 | (3) |
| | 3/31/2009 | 182.355 | (3) |
| Stephen P.
Norman | 5/10/2007 | 67.4602 | (5) |
| | 5/15/2007 | (2,100.000 ) | (10) |

A-7

| Name | Date | Number
of Shares, Non-Qualified Options, RSUs,
RSAs, SEUs and Units in Retirement
Savings Plan Acquired
or (Disposed of) | Notes |
| --- | --- | --- | --- |
| | 5/16/2007 | (1,309.000 ) | (10) |
| | 6/30/2007 | 217.000 | (17) |
| | 8/10/2007 | 71.4480 | (5) |
| | 9/30/2007 | 142.000 | (17) |
| | 11/9/2007 | 74.2167 | (5) |
| | 12/31/2007 | 212.000 | (17) |
| | 1/31/2008 | 20,000.000 | (8) |
| | 2/8/2008 | 113.4537 | (5) |
| | 2/22/2008 | (14,148.000 ) | (9) |
| | 3/31/2008 | 260.000 | (17) |
| | 5/9/2008 | 67.4476 | (5) |
| | 6/30/2008 | 282.000 | (17) |
| | 8/8/2008 | 91.7163 | (5) |
| | 9/30/2008 | 110.000 | (17) |
| | 11/10/2008 | 62.3593 | (5) |
| | 12/31/2008 | 670.000 | (17) |
| | 2/10/2009 | 15.5102 | (5) |
| | 2/21/2009 | ( 21,591.000 ) | (9) |
| | 3/3/2009 | (2,700.000 ) | (10) |
| | 3/6/2009 | (50,000.000 ) | (10) |
| | 3/31/2009 | 836.000 | (17) |
| Ronald C . Stovall | 5/11/2007 | 0.021 | (5) |
| | 6/30/2007 | 12 .000 | (17) |
| | 8/13/2007 | 0.0216 | (5) |
| | 9/30/2007 | 12 .000 | (17) |
| | 11/12/2007 | 0.0237 | (5) |
| | 12/31/2007 | 5.000 | (17) |
| | 1/23/2008 | 688.000 | (14) |
| | 1/23/2008 | (303.000) | (16) |
| | 1/24/2008 | 678.000 | (14) |
| | 1/24/2008 | (299.000) | (16) |
| | 1/25/2008 | 750.000 | (14) |
| | 1/25/2008 | (297.000) | (16) |
| | 1/31/2008 | 24,000.000 | (8) |
| | 2/11/2008 | 0.036 | (5) |
| | 3/31/2008 | 6 .000 | (17) |
| | 5/12/2008 | 0.0323 | (5) |
| | 6/30/2008 | 7 .000 | (17) |
| | 8/11/2008 | 0.0424 | (5) |
| | 9/30/2008 | 6 .000 | (17) |
| | 12/31/2008 | 20 .000 | (17) |
| | 1/23/2009 | 687.000 | (14) |
| | 1/23/2009 | (275.000) | (16) |
| | 1/24/2009 | 679.000 | (14) |
| | 1/24/2009 | (272.000) | (16) |
| | 1/25/2009 | 750.000 | (14) |
| | 1/25/2009 | (300.000) | (16) |
| | 1/29/2009 | 22,741.000 | (8) |
| | 1/29/2009 | 5,686.000 | (12) |

A-8

| Name | Date | Number
of Shares, Non-Qualified Options, RSUs,
RSAs, SEUs and Units in Retirement
Savings Plan Acquired
or (Disposed of) | Notes |
| --- | --- | --- | --- |
| | 2/21/2009 | (12,433.000) | (9) |
| | 3/31/2009 | 22 .000 | (17) |
| Carol V.
Schwartz | 4/23/2007 | (18,448.000) | (10) |
| | 6/30/2007 | (1,412 .000 ) | (17) |
| | 9/30/2007 | 8 .000 | (17) |
| | 1/23/2008 | 250.000 | (14) |
| | 1/23/2008 | (110 .000 ) | (16) |
| | 1/24/2008 | 273.000 | (14) |
| | 1/24/2008 | (121 .000 ) | (16) |
| | 1/25/2008 | 219.000 | (14) |
| | 1/25/2008 | (97 .000 ) | (16) |
| | 1/26/2008 | 353.000 | (14) |
| | 1/26/2008 | (156 .000 ) | (16) |
| | 1/31/2008 | 1,017.000 | (12) |
| | 2/7/2008 | 5,655.000 | (6) |
| | 2/7/2008 | (4,089 .000 ) | (16) |
| | 1/23/2009 | 249.000 | (14) |
| | 1/23/2009 | (110 .000 ) | (16) |
| | 1/24/2009 | 274.000 | (14) |
| | 1/25/2009 | 219.000 | (14) |
| | 1/26/2009 | (97 .000 ) | (16) |
| | 1/26/2009 | (121 .000 ) | (16) |
| | 1/29/2009 | 3,157.000 | (12) |
| | 1/31/2009 | 254.000 | (14) |
| | 2/2/2009 | (112 .000 ) | (16) |
| | 2/21/2009 | (8,225 .000 ) | (9) |
| W. Alex
Hopwood | 4/30/2007 | 514.000 | (6) |
| | 4/30/2007 | 2 57.000 | (6) |
| | 4/30/2007 | 223.000 | (6) |
| | 4/30/2007 | (994.00 0) | (10) |
| | 5/9/2007 | 514.000 | (6) |
| | 5/9/2007 | 257.000 | (6) |
| | 5/9/2007 | 223.0000 | (6) |
| | 5/9/2007 | (994.000) | (10) |
| | 1/23/2008 | 239.000 | (14) |
| | 1/23/2008 | (96.000 ) | (16) |
| | 1/24/2008 | 240.000 | (14) |
| | 1/24/2008 | (96. 000 ) | (16) |
| | 1/25/2008 | 259.000 | (14) |
| | 1/25/2008 | (104.00 0) | (16) |
| | 1/26/2008 | 215.000 | (14) |

A-9

| Name | Number
of Shares, Non-Qualified Options, RSUs,
RSAs, SEUs and Units in Retirement
Savings Plan Acquired
or (Disposed of) | Notes |
| --- | --- | --- |
| 1/26/2008 | (86.000 ) | (16) |
| 1/31/2008 | 5,000.000 | (8) |
| 2/20/2008 | (571.000 ) | (10) |
| 1/23/2009 | 239.000 | (14) |
| 1/23/2009 | (96.000 ) | (16) |
| 1/24/2009 | 241.000 | (14) |
| 1/25/2009 | 26 0.000 | (14) |
| 1/26/2009 | (97.000 ) | (16) |
| 1/26/2009 | (104.000 ) | (16) |
| 1/29/2009 | 13,166.000 | (8) |
| 1/29/2009 | 3,292.000 | (18) |

| (1) | Share
Equivalent Units acquired through dividend
reinvestment. |
| --- | --- |
| (2) | Grant
of Share Equivalent Units. |
| (3) | Grant
of Share Equivalent Units in lieu of cash payment of directors'
fees. |
| (4) | Open
market acquisition. |
| (5) | Shares
acquired through dividend reinvestment. |
| (6) | Exercise
of Non-Qualified Options. |
| (7) | Grant
of performance-based Non-Qualified Options. |
| (8) | Grant
of Non-Qualified Options. |
| (9) | Cancellation
of Non-Qualified Options upon lapse. |
| (10) | Open
market sale. |
| (11) | Gift
of shares. |
| (12) | Grant
of Restricted Stock Units. |
| (13) | Grant
of performance-based Restricted Stock Units. |
| (14) | Vesting
of Restricted Stock Award. |
| (15) | Grant
of performance-based Restricted Stock Award. |
| (16) | Shares
withheld as payment of taxes or costs upon conversion, vesting or exercise
of Restricted Stock Units, Restricted Stock Awards or Non-Qualified
Options. |
| (17) | Represents
estimated quarterly increase (decrease) of shares held in the
participant's Retirement Savings Plan. |
| (18) | Grant
of Restricted Stock Award. |

Miscellaneous Information Concerning Participants

Except as described in this Annex A or in the Proxy Statement, neither any participant nor any of their respective associates or affiliates (together, the "Participant Affiliates") is either a party to any transaction or series of transactions since January 1, 2008 or has knowledge of any current proposed transaction or series of proposed transactions (i) to which the Company or any of its subsidiaries was or is to be a participant, (ii) in which the amount involved exceeds $120,000 and (iii) in which any participant or Participant Affiliate had, or will have, a direct or indirect material interest. Furthermore, except as described in this Annex A or in the Proxy Statement, (a) no participant or Participant Affiliate, directly or indirectly, beneficially owns any securities of the Company or any securities of any subsidiary of the Company, and (b) no participant owns any securities of the Company of record but not beneficially.

Except as described in this Annex A or in the Proxy Statement, no participant or Participant Affiliate has entered into any agreement or understanding with any person with respect to any future employment by the Company or any of its affiliates or any future transactions to which the Company or any of its affiliates will or may be a party.

Except as described in this Annex A or in the Proxy Statement, there are no contracts, arrangements or understandings by any participant or Participant Affiliate since January 1, 2008 with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

Except as described in this Annex A or in the Proxy Statement, and excluding any director or executive officer of the Company acting solely in that capacity, no person who is a party to an arrangement or understanding pursuant to which a nominee for election as director is proposed to be elected has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting.

A-10