As previously disclosed by the Company, the Audit Committee of the Board of Directors determined not to engage Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ended December 31, 2011. Upon Ernst & Young’s delivery of its Report of Independent Registered Public Accounting Firm dated February 29, 2011, in connection with the Company’s filing of its 2010 Annual Report on Form 10-K, Ernst & Young concluded the 2010 fiscal year audit for the Company and completed its engagement. Ernst & Young’s reports on the Company’s consolidated financial statements for each of the years ended December 31, 2010, and December 31, 2009, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. On November 28, 2011, the Audit Committee approved the engagement of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012. The Audit Committee confirmed its decision to appoint PricewaterhouseCoopers at the committee’s meeting held on February 24, 2012. We are asking shareholders to ratify the committee’s engagement of PricewaterhouseCoopers, subject to the limitation stated in the last sentence of this paragraph. In the event the shareholders fail to ratify the appointment, the Audit Committee will consider other accounting firms for 2012. The Audit Committee will be under no obligation, however, to appoint new independent auditors. One or more representatives of PricewaterhouseCoopers will be present at the meeting with the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

Independent Registered Public Accountant Fees The following presents the aggregate fees billed for professional services by PricewaterhouseCoopers, the Company’s independent registered public accounting firm for the year beginning January 1, 2011, in fiscal year 2011, and by Ernst & Young, the Company’s independent registered public accounting firm for the year beginning January 1, 2010, in fiscal year 2010 for these various services:

PricewaterhouseCoopers LLP Ernst & Young LLP Description of Fees Fiscal Year 2011 Amount Fiscal Year 2010 Amount Audit Fees $ 7,693,000 $ 9,091,000 Audit-Related Fees 1,569,000 1,399,000 Tax Fees 1,993,000 1,483,000 All Other Fees 281,000 21,000 Total $ 11,536,000 $ 11,994,000

Audit Fees. The audit fees set forth above consist of fees for professional services during each fiscal year in connection with the audit of the Company’s annual financial statements, review of financial statements included in the Company’s Quarterly Reports on Form 10-Q and services that were provided in connection with statutory and regulatory filings or engagements and other attest services. Audit-Related Fees. The audit-related fees set forth above consist of fees for assurance and related services that were reasonably related to the performance of the audit or review of the Company’s financial statements. Tax Fees. The tax fees set forth above consist of fees for tax services during each fiscal year.

Services to Associated Organizations PricewaterhouseCoopers and Ernst & Young also provided other services to associated organizations of the Company that were charged directly to those organizations. These amounts included $9,131,000 for

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