Audit Committee
• Oversees the integrity of the financial statements and internal controls, including review of the scope and the results of the audits of the internal and independent auditors

• Appoints the independent auditors and evaluates their independence and performance

• Reviews the organization, performance and adequacy of the internal audit function

• Pre-approves all audit, audit-related, tax and other services to be provided by the independent auditors

• Oversees the Company’s compliance with legal, ethical and regulatory requirements

• Discusses with management and the auditors the policies with respect to risk assessment and risk management, including major financial risk exposures

Each member of the Audit Committee is financially literate, and the Board of Directors has determined that each member qualifies as an “audit committee financial expert” under applicable SEC rules. No committee member currently sits on more than one other public company’s audit committee.

Arthur D. Collins, Jr.
Michael G. Morris
E. Stanley O'Neal
James W. Owens (Chair)
Carol L. Roberts
Ernesto Zedillo

Compensation and Benefits Committee

• Establishes the Chief Executive Officer’s compensation based upon an evaluation of performance in light of approved goals and objectives

• Reviews and approves the compensation of the Company’s officers

• Oversees the implementation and administration of the Company’s compensation and benefits plans, including pension, savings, incentive compensation and equity-based plans

• Reviews and approves general compensation and benefit policies

• Approves the Compensation Discussion and Analysis for inclusion in the proxy statement

• Has the sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other

terms of engagement

• Has the authority to obtain advice and assistance from legal, accounting or other advisors

The Compensation and Benefits Committee may form and delegate its authority to subcommittees when appropriate including subcommittees of management). Executive officers do not determine the amount or form of executive or director compensation although the Chief Executive Officer provides recommendations to the Compensation and Benefits Committee regarding compensation changes and incentive compensation for executive officers other than himself.

Arthur D. Collins, Jr.
Kathryn S. Fuller
Michael G. Morris
Patricia F. Russo (Chair)

Executive Committee
Acts on behalf of the Board when specific action must be taken between Board meetings. Under the by-laws of the Company, this Committee is comprised of three or more directors and shall have and exercise the authority of the board in the management of the business and affairs of the Company except as otherwise limited by law.

Judith M. Gueron
Klaus Kleinfeld (Chair)
Michael G. Morris
E. Stanley O'Neal
Patricia F. Russo

Governance and Nominating Committee
• Identifies individuals qualified to become Board members and recommends them to the full Board for consideration, including evaluating all potential candidates, whether initially recommended by management, other Board members or shareholders

• Makes recommendations to the Board regarding Board committee assignments

• Develops and annually reviews corporate governance guidelines for the Company, and oversees other corporate governance matters

• Reviews related person transactions

• Coordinates an annual performance review of the Board, Board committees and individual director nominees
• Periodically reviews and makes recommendations to the Board regarding director compensation

Judith M. Gueron (Chair)
Michael G. Morris
E. Stanley O'Neal
Patricia F. Russo

International Committee
Provides a forum for additional discussion and input on international markets, business conditions and political developments.  The committee meets on an as-needed basis depending on business requirements.

Klaus Kleinfeld (Chair)
Sir Martin Sorrell
Ratan N. Tata

Public Issues Committee

• Provides guidance on matters relating to the Company’s corporate social responsibility, including good corporate citizenship, environmental sustainability, health and safety and social issues

• Oversees and monitors the Company’s policies and practices to ensure alignment with the Company’s vision and values

• Advises on significant public issues that are pertinent to the Company and its stakeholders

• Considers, and brings to the attention of the Board as appropriate, political, social and environmental trends and major global legislative and regulatory developments or other public policy issues

• Oversees the Company’s policies and practices relating to the Company’s political activities, diversity and charitable contributions

• Monitors the Company’s reputation and environmental sustainability progress

Kathryn S. Fuller
Judith M. Gueron
Sir Martin Sorrell
Ratan N. Tata
Ernesto Zedillo (Chair)