 1 The CVS/Caremark Merger is in the Best Interest of Shareholders Presentation to ISS January 31, 2007 Filed by Caremark Rx, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and Deemed Filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Caremark Rx, Inc. Commission File No.: 001-14200 |
 2 Cautionary Statement Regarding Forward-Looking Statements This document contains certain forward-looking statements about Caremark and
CVS. When used in this document, the words “anticipates”,
“may”, “can”, “believes”, “expects”, “projects”, “intends”, “likely”, “will”, “to be” and any similar expressions and any other statements that are not historical facts, in each case as they
relate to Caremark, CVS or the combined company or the transaction, are
intended to identify those assertions as forward-looking statements. Such statements include, but are not limited to, statements about the benefits of the merger, information about the combined company, including anticipated accretion, return on equity, cost synergies, incremental revenues, new products and offerings, cash flows, combined operating and financial data, including future financial
and operating results, the combined company’s objectives, plans and
expectations, the likelihood of satisfaction of certain closing conditions and whether and when the merger will be consummated. These statements are based upon
the current beliefs and expectations of management of Caremark and CVS and
are subject to a number of factors that could cause actual outcomes and
results to be materially different from those projected or anticipated. These forward-looking statements are subject to numerous risks and uncertainties. The following factors, among
other things, could cause actual results to differ from the
forward-looking statements in this document: (1) the companies may be unable to obtain stockholder or regulatory approvals in a timely manner, if at all; (2) the businesses of Caremark and
CVS may not be integrated successfully or as quickly as expected; (3) cost savings and any other synergies or cash flows from the merger may not be fully realized or may take longer to realize than expected; (4) the transaction may
involve unexpected costs; (5) the businesses and results of operations of
Caremark and CVS may suffer as a result of uncertainty surrounding the transaction; and (6) the industry may be subject to future regulatory or legislative
action. Other unknown or unpredictable factors also could have
material adverse effects on future results, performance or achievements of the two companies. In light of these risks, uncertainties, assumptions and factors, the
forward-looking events discussed in this document may not occur.
You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this press release. Risk factors affecting the businesses of each of Caremark and CVS are set forth in, and may be accessed through, each company’s filings with the SEC. These and other factors relating to the merger are available in the joint
proxy statement/prospectus filed with the SEC. The actual results or performance by CVS or Caremark, or the combined company, and
issues relating to the transaction, could differ materially from those expressed in, or implied by, any forward-looking statements relating to those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have
on the results of operations or financial condition of CVS or Caremark, the
combined company or the transaction. This presentation may include certain
non-GAAP financial measures as defined under SEC rules. A reconciliation to the most directly comparable GAAP measures can be found in the footnotes to the tables
attached to Caremark’s latest quarterly earnings press release and
certain supplemental information is provided on caremarkrx.com (applicable slides are footnoted). |
 3 Important Information CVS has filed with the SEC a registration statement on Form S-4 that was declared
effective by the SEC on January 19, 2007. This registration statement
includes a joint proxy statement/prospectus in connection with the proposed merger. Caremark and CVS urge investors and stockholders to read the joint proxy
statement/prospectus and any other relevant documents filed by either party
with the SEC because they contain important information. Investors and
stockholders are currently able to obtain the joint proxy statement/prospectus and other documents filed with the SEC free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by Caremark will be available free of charge on the investor relations portion of the Caremark website at www.caremark.com. Documents filed with the SEC by CVS will be available free
of charge on the investor relations portion of the CVS website at http://investor.cvs.com. Investors and stockholders
may obtain a detailed list of names, affiliations and interests of
participants in the solicitation of proxies of Caremark stockholders to approve the merger at the following address: Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022.
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 4 Caremark Profile Leading pharmaceutical services company providing comprehensive drug benefit services to health plan sponsors and their participants Clients – Corporate health plans – Managed care organizations and insurance companies – Unions – Government agencies National Prescription Drug Plan under Medicare Part D YTD September 2006 Statistics – Revenues $27.5 Billion – Adjusted prescriptions 477 million 28% of Rxs dispensed by mail 55% of Rxs dispensed were generics |
    5 Headquarters Medical Call Center Operating Center Mail Service Pharmacy Call Center CareCenter Pharmacy Specialty Pharmacy IT Center Regional Order Creation Center Sales Office Clinical Office Pharmaceutical Repackaging Facility Caremark Profile Caremark retail network includes 60,000 pharmacies nationwide Caremark operations – 7 mail pharmacies – 21 specialty pharmacies – 9 customer call centers – 12 client-site pharmacies – Industry’s only FDA regulated repackaging plant 13,000 employees, including 1,300 pharmacists |
 6 Caremark Services Uniquely Integrated Disease Management Most comprehensive, highest quality DM programs Disease Management Most comprehensive, highest quality DM programs Pharmacy Benefit Management Industry-leading mail expertise Highly-valued generic substitution programs Broad clinical offerings and analytics capabilities Leader in e-prescribing initiatives Pharmacy Benefit Management Industry-leading mail expertise Highly-valued generic substitution programs Broad clinical offerings and analytics capabilities Leader in e-prescribing initiatives Specialty Pharmacy Largest provider of premier specialty pharmacy programs Specialty Pharmacy Largest provider of premier specialty pharmacy programs A Highly Integrated Offering |
 7 CVS Profile Nation’s largest retail pharmacy with more than 6,200 retail and specialty stores in 43 states. Services – CVS/pharmacy stores – CVS.com – MinuteClinic – PharmaCare (PBM, Mail, Specialty services) 170,000 employees, including 20,000 pharmacists 2006 revenue $43.8 billion 2006 prescriptions filled 495 million |
 8 CVS/Caremark Merger Overview February 2007 Expected Closing Corporate: Woonsocket, RI PBM: Nashville, TN Headquarters 50/50 Split Board Composition Chairman: Mac Crawford President & CEO: Tom Ryan CFO: Dave Rickard President PBM: Howard McLure Management Team CVS (NYSE) Symbol CVS/Caremark Corporation Name |
 9 CVS/Caremark Governance Structure Upon Close Provides for annual election of all directors Will have majority voting provision Separate CEO and Chairman Has stock ownership guidelines for D&O Allows stockholders to ratify auditors |
 10 CVS/Caremark Merger Developed Through Extensive and Thorough Board Management Process Management discussed combination thoroughly over 12 months – Mac Crawford and Tom Ryan began discussing a potential strategic combination in October 2005 – The CEOs discussed the potential deal numerous times before 11/1/06 – CMX and CVS management met numerous times before 11/1/06 Each company’s board considered the combination thoroughly – Caremark board met and discussed the transaction numerous times – CVS board met and discussed the transaction numerous times Both companies considered other strategic options – CVS considered, but did not pursue, deals with other major PBMs – Caremark considered, but did not pursue, deals with other potential partners, including a major PBM |
 11 Caremark Board Considered Consumer Strategy Superior to PBM Combination (Aug 2006) Financial Significance Strategic Significance Low Low High High Consumer Strategy National Retail Chain PBM |
 12 CVS/Caremark Merger Capitalizes on Evolving Industry Trends In store enrollment and consultation; Medication Therapy Management Medicare Part D More transparency at point of sale - consumer able to make totally informed decisions Cost Shift to Consumer Retail locations; In store consultation and disease management enrollment Increasing Use of Biotech Products May drive higher substitution rates at point of sale Robust Generic Pipeline Consultation by pharmacist or clinician with participant yields favorable outcomes Focus on Wellness Gives consumers timely, actionable, personalized information to improve health outcomes Growing Consumerism CVS/Caremark Merger Benefit Market Trends Payors demanding more effective cost management, more participant participation,
outcomes Consumers need access to information and choice
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 13 CVS/Caremark Merger is in Best Interest of Shareholders Financial benefits immediate and concrete High certainty of completion Significant strategic benefits Business opportunity Solid financial position Proven management teams CVS/Caremark Merger Enhances Shareholder Value |
 14 CVS/Caremark Merger Enhances Shareholder Value Uniquely positioned to capitalize on trends and better serve customers Will enable creation of differentiated services More effective cost management for payors More access to information and choice for consumers Strategic Benefits Received necessary regulatory approvals from FTC and SEC Shareholder votes are last step (CMX Feb 20, CVS Feb 23) Certainty of Completion 1.67 shares CVS/Caremark stock for each share of CMX $2.00 special dividend to CMX shareholders of record Accretive repurchase of 150 million CVS/Caremark shares $500 M in cost synergies, integration planning underway $800 M to $1 B in revenue synergies Financial Benefits |
 15 CVS/Caremark Merger Enhances Shareholder Value Substantial FCF will enable flexibility for investments in existing business, strategic opportunities, dividends and share repurchases Solid investment grade credit rating Financial Flexibility Proven track-records with large scale acquisition integration History of exceeding stated synergies Visionary leadership Management Teams Clients overwhelmingly positive Differentiated services will be compelling to payors Unmatched in-store services will increase consumer loyalty February close creates opportunity for 2007 selling season Business Opportunity |
 16 Back up for Cost Synergy Calculations Cost Synergies – Conservatively estimated – Calculated by outside consultant retained by legal counsel – Rigorous analysis based on input from both management teams – Based on details from customer and client contracts Initial estimate of $400 M – Bulk of synergies related to purchasing efficiencies – Corporate overhead – PBM consolidation Cost synergies recently increased to $500 M – Further interaction between management teams increased comfort with cost synergy potential following HSR clearance
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 17 Near-Term Revenue Opportunities Unique to CVS/Caremark Combination Incremental opportunities of $800 M to $1 B in 2008 – Half from PBM, half from retail Revenue estimates based on market research and PharmaCare-CVS experience Revenue synergy examples: – Improved access/services for PBM specialty participants – Retail to mail conversion (including in-store pick up) – Front store offers for PBM participants (also on-line and mail) – Improved generic substitution & benefit design compliance – Integrated offering leading to higher PBM sales – Ability to market PBM consumer products in CVS stores – Disease management programs with face-to-face interaction
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 18 Integration Planning Underway Teams already engaged in integration planning Scope defined and focused on three areas – PBM integration – Corporate integration – New go-to market products and services Individuals for steering committees, project management and core teams have been established and have kicked off activities |
 19 Caremark Board of Directors Thoroughly Considered Express Proposal Caremark BOD met six times to consider Express proposal – 12/18/06, 12/22/06, 12/27/06, 1/3/07, 1/5/07 and 1/24/07 Legal counsel thoroughly reviewed legal aspects numerous times – Fiduciary duties and standards under Delaware law – Applicable requirements of merger agreement with CVS – Potential antitrust considerations Financial advisors thoroughly reviewed financial aspects with BOD – Overview of Express proposal and CVS merger – Impact of relative synergies of each transaction – Implied transaction values of Express proposal and CVS merger Management thoroughly reviewed strategic/business aspects with BOD – Comparison of key considerations for Express proposal and CVS merger Board of directors retained special counsel Caremark retained a third financial advisor |
 20 Caremark Board of Directors Concluded that Express Proposal Not in Best Interests of Shareholders No experience with large-scale merger integration Recent integration track-record questionable Management Team Limited capital for investment in existing business, strategic opportunities, dividends and share repurchases ESRX recently placed on negative watch by rating agencies Financial Position Clients overwhelmingly negative Risk of substantial client attrition Business Risk Delay would damage 2007 and perhaps 2008 selling season Enforcement agencies could impose adverse conditions Antitrust Risk Review of recent filings show offer is highly conditional Lost business & negative synergies could result in loss of value Synergy calculation questionable Financial Risk Does not create competitive advantages Defensive reaction out of concern about enhanced competition Constructed to disrupt CVS merger Strategic Rationale |
 21 Express Scripts Offer Includes Material Conditions A due diligence review Satisfaction of financing conditions Anti-trust and other regulatory approvals Approval by their own shareholders – a process they have not even begun and, which by their own admission, would prevent their illusory February 13 deadline from even occurring No decline in the Dow Jones Industrial Average, the Standard & Poor’s Index or the NASDAQ--100 Index by an amount in excess of 15% No material change in the market price of Caremark Common Stock Satisfaction of certain Delaware anti-takeover requirements that cannot readily be satisfied absent Caremark’s prior Board approval |
 22 Value of Transactions for Caremark Shareholders * VALUES DO NOT REFLECT CONDITIONALITY AND BUSINESS RISK FACTORS ASSOCIATED WITH ESRX PROPOSAL Value of Value of Calculated as of 1/30/2007 CVS Merger ESRX Proposal Counterparty Stock Price 33.05 $ 69.91 $ * Exchange Ratio 1.67 0.426 Implied Value of Stock Consideration 55.19 $ 29.78 $ * Value of Dividend/Cash Consideration 2.00 $ 29.25 $ * Implied Value of Transaction 57.19 $ 59.03 $ PV of Dividend/Cash Consideration 1.98 $ 27.38 $ Present Value of Offer 57.18 $ 57.16 $ * Annual Discount Rate 10% 10% Closing Date Assumption 2/28/2007 9/28/2007 Estimated Days to Close 29 241 |
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 24 CVS/Caremark Merger is in the Best Interests of Shareholders • Immediate and concrete financial benefits • February 2007 close • Significant strategic benefits • Clients supportive • Proven management teams • Highly conditional offer • Financial benefits suspect • Uncertain timing • Lacks strategic rationale • Client attrition • CMX would be 20x the largest integration ESRX has ever done |
 25 CVS/Caremark Merger is in Best Interest of Shareholders Financial benefits immediate and concrete High certainty of completion Significant strategic benefits Business opportunity Solid financial position Proven management teams CVS/Caremark Merger Enhances Shareholder Value |
 26 Appendix |
 27 Caremark’s Board members have complied with their fiduciary duties and obligations
under Delaware law in considering both the CVS transaction and the Express
Scripts proposal. Mac Crawford, as Chairman of the Board, serves at the
direction of Caremark’s Board of Directors, and he and the other Board
members perform their services by acting in the best interest of Caremark’s shareholders. Roger Headrick, an independent Board member, serves as Lead Director of Caremark’s
Board. He and the other independent members of the Board play a strong
leadership role in the oversight of management and governance for the
company. This oversight has been essential in delivering extraordinary shareholder returns and making Caremark the strong company it is today. Caremark’s board consists of 11 members, 8 of whom are independent under applicable
NYSE and other legal standards. Each Board member has been elected to
serve by the company’s shareholders, and nominees for Board membership
are selected by a nominating and corporate governance committee comprised of independent Board members. Some of the Board members previously served as board members of companies acquired by Caremark, and they have been invaluable in ensuring smooth integrations of acquired businesses and cultures and fostering good corporate governance practices. Caremark’s board has the skills necessary to make informed decisions and deliver
superior value for its shareholders. The directors bring a wealth of
experience and expertise to the collective knowledge of the board, including:
– Healthcare & Health Services – Prescription Benefit Management – Investment Management – Banking – Law – Biotechnology – Public Relations, Marketing and Advertising – Venture Capital Strong Board Oversight |
 28 Caremark Board of Directors C. David Brown II, 54, has been a member of the Board of Directors since March 2001. He was the Managing Partner of the Orlando, Florida office of Broad and Cassel, a law firm, from 1989 until March 2000, when he became Chairman of the firm. Harris Diamond, 53, has been a member of the Board of Directors since May 2000. Mr. Diamond is the Chief Executive Officer of Weber Shandwick Worldwide and the Chief Executive Officer of Constituency Management Group, which are both public relations firms and divisions of the Interpublic Group of Companies, a marketing and advertising corporation. C.A. Lance Piccolo, 64, has been Vice Chairman of the Board of Directors since September 1996. He has been President and Chief Executive Officer of HealthPic Consultants, Inc., a private company, since September 1996. Mr. Piccolo also serves as a director of Chemtura Corporation, a public polymer and specialty products manufacturer, and a director of
NovaMed Eyecare, Inc., a public eye care services company. |
 29 Caremark Board of Directors Michael D. Ware, 60, has been a member of the Board of Directors since March 2004. Prior to joining the Company’s Board, Mr. Ware served as a director of AdvancePCS beginning in July 1993, and he was also a member of the Compensation and Audit Committees of AdvancePCS. Mr. Ware is a co-founder of Advance Capital Markets, Inc., a private investment firm, and has served as its managing director since January 1989. Mr. Ware also serves as a director of the American Council of Renewable Energy and as a director and member of the Audit Committee of Konarka Technologies, Inc., a manufacturer of light- activated power plastic. Mr. Ware previously served as a managing general partner of Black Emerald Capital Advisors, LLC, a private investment firm, and as a partner of Black Emerald Capital LLC, a private investment firm, until December 2003. Edwin M. Banks, 43, has been a member of the Board of Directors since May 2000. Mr. Banks has served as Portfolio Manager for W. R. Huff Asset Management Company, an
investment management firm, since June 1988. He is a director and a member
of the Compensation Committee for NTL, Incorporated, a communications
services company, and a director of CKX, Inc., an entertainment management
company. Colleen Conway-Welch, R.N., 61, has been a member of the Board of Directors since May 2001. Ms. Conway-Welch has been the Dean of the Vanderbilt University School of Nursing since 1984. In addition, Ms. Conway-Welch is a founder and director of Pinnacle Bank in Nashville, Tennessee, a director and member of the Audit Committee for Rehabcare, Inc.
and a director and member of the Audit Committee for Ardent Health
Services, Inc. |
 30 Caremark Board of Directors Roger L. Headrick, 69, has been a member of the Board of Directors since September 1996 and was named lead director in February 2004. He is Managing General Partner of HMCH
Ventures, a private venture capital investment partnership. Since June
1989, Mr. Headrick has been President and Chief Executive Officer of ProtaTek International, Inc., a private bioprocess and biotechnology company that develops and manufactures animal vaccines.
He was President and Chief Executive Officer of the privately-held
Minnesota Vikings Football Club from January 1991 until August 1998. Mr. Headrick serves as a director and Chairman of the Organization, Compensation and Governance Committee of Chemtura
Corporation, a public polymer and specialty products manufacturer, Chairman of the
Board and Chairman of the Compensation Committee of Rahr Malting Company, a privately-held company, and Chairman of the Board of Celmed Biosciences Inc., also a privately-held company. Mr. Headrick received a BA degree from Williams College and an MBA in Finance from Columbia University Graduate School of Business. Jean-Pierre Millon, 56, has been a member of the Board of Directors since March 2004. Prior to joining the Company’s Board, Mr. Millon served as a director of AdvancePCS beginning in October 2000. Mr. Millon currently is Chairman of the Board and a member of the Compensation Committee of Protemix Corporation, a New Zealand- based biotechnology company. Mr. Millon joined PCS Health Systems, Inc. in 1995, where he served as President and Chief Executive Officer from June 1996 to September 2000.
Prior to joining PCS Health Systems, Inc., Mr. Millon served as an executive and held several leadership positions with Eli Lilly and Company, the former parent company of
PCS Health Systems, Inc. He also serves as a director, Chairman of the
Nominating and Corporate Governance Committee and member of the Audit
Committee for Cypress Biosciences, Inc., a public company. In addition, Mr. Millon is a director and member of the Audit Committee of Prometheus Laboratories, Inc., a specialty pharmaceutical company, a
director of Medical Present Value Inc., a medical services company and a
director of HAPC, a special purpose acquisition company.
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 31 Caremark Board of Directors Edwin M. Crawford, 57, was named Chairman of the Board of Directors in December 1998. He has served as Chief Executive Officer and as a director of the Company since March
1998. He also served as President of the Company from March 1998 until May 2000, and, effective March 24, 2004, he re-assumed the role of President and became Chairman, President and Chief Executive Officer of the Company. Kristen Gibney Williams, 57, has been a member of the Board of Directors since February 1999. She joined Baxter Healthcare in 1975 and served in various managerial positions with the Parenteral Products Division. In 1986, she founded the prescription benefit management business at Baxter where she served as General Manager. Ms. Gibney Williams served in the capacity of President of the Prescription Benefits Management Division of Caremark International Inc. until June 1993 and as Corporate Vice President
of the Prescription Benefits Management Division of Caremark International
Inc. from June 1993 to January 1997. The Company acquired Caremark
International Inc. in September 1996. Edward L. Hardin, Jr., 66, has been a member of the Board of Directors since May 2000. He has been Executive Vice President and General Counsel of the Company since June
1998.From September 1965 until June 1998, Mr. Hardin was engaged in the private practic e of law in Birmingham, Alabama, where he was senior principal in the law firm of Hardin & Hawkins. Mr. Hardin received his law degree from the University of Alabama School of Law.
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 32 CVS Board of Directors David W. Dorman Director since 2006 (Age 53) Mr. Dorman is the retired Chairman of the Board and Chief Executive Officer of AT&T
Corporation ("AT&T Corp."). From November 2005 until his
retirement in January 2006, Mr. Dorman served as President and a director
of AT&T, Inc. (formerly known as SBC Communications). From November
2002 until November 2005, Mr. Dorman was Chairman of the Board and Chief
Executive Officer of AT&T Corp. From 2000 to 2002, he was President of
AT&T Corp. Mr. Dorman is a director of Yum! Brands, Inc., and was a
director of Scientific Atlanta, Inc. until its acquisition by Cisco
Systems, Inc. was completed in February 2006. Thomas P. Gerrity Director since 1995 (Age 65) Mr. Gerrity has been Professor of Management at The Wharton School of the University of Pennsylvania since 1990. From 1990 to June 1999, he also served as Dean of The Wharton
School. Mr. Gerrity is a director of Sunoco, Inc., Hercules, Inc., and Internet Capital Group, Inc.
Marian L. Heard Director since 1999 (Age 66) Ms. Heard has been President and Chief Executive Officer of Oxen Hill Partners, specialists in leadership development programs, since August 2004. From February 1992 until July 2004,
Ms. Heard was President and Chief Executive Officer of the United Way of
Massachusetts Bay and Chief Executive Officer of United Ways of New
England, each a social service agency. Ms. Heard is a director of Sovereign Bancorp, Blue Cross & Blue Shield of Massachusetts, Liberty Mutual Insurance Company, and BioSphere Medical, Inc. |
 33 CVS Board of Directors William H. Joyce Director since 1994 (Age 71) Dr. Joyce has been Chairman of the Board and Chief Executive Officer of Nalco Company,
a leading provider of integrated water treatment and process improvement
services, chemicals and equipment programs for industrial and institutional
applications, from November 2003 to the present. From May 2001 to October
2003, Dr. Joyce was Chairman and Chief Executive Officer of Hercules,
Incorporated, a global manufacturer of chemical specialties. From January 1996 to February 2001, he was Chairman of the Board and Chief Executive Officer of
Union Carbide Corporation. Dr. Joyce is currently a director of Nalco and
El Paso Corporation. Terrence Murray Director since 1996 (Age 65) Mr. Murray is the retired former Chairman of FleetBoston Financial Corporation and its predecessors ("FleetBoston"), a financial services institution. Mr. Murray served as Chief Executive Officer of FleetBoston from May 1982 to December 2001. Mr. Murray is a director of A.T. Cross Company and ChoicePoint, Inc. Sheli Z. Rosenberg Director since 1997 (Age 64) Ms. Rosenberg is an Adjunct Professor at Northwestern University's J. L. Kellogg
Graduate School of Business, and the former President, Chief Executive
Officer and Vice Chairman of Equity Group Investments, L.L.C., a privately
held real estate investment firm. Ms. Rosenberg was Vice Chairman of Equity
Group Investments from January 2000 to October 2002, and from 1994 to
January 2000, she served as President, Chief Executive Officer and a director of Equity Group Investments. Ms. Rosenberg is a director of Cendant Corporation, Equity Lifestyle Properties, Inc. and Ventas, Inc. and a trustee of Equity Residential
Properties Trust and Equity Office Properties Trust.
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 34 CVS Board of Directors Thomas M. Ryan Director since 1996 (Age 54) Mr. Ryan has been President and Chief Executive Officer of CVS Corporation since May
1998 and Chairman of CVS Corporation since April 1999; he has also been
President and Chief Executive Officer of CVS Pharmacy, Inc. since 1994. Mr.
Ryan is a director of Bank of America Corporation and Yum! Brands,
Inc. Richard J. Swift Director Since 2006 (Age 62) Mr. Swift is the former Chairman of the Board, President and Chief Executive Officer of
Foster Wheeler Ltd., an international engineering and construction firm,
having served in those positions from April 1994 until his retirement in
October 2001. Since January 2002, Mr. Swift has served as a member of the
Financial Accounting Standards Advisory Council (FASAC) and, until December
31, 2006, served as its Chairman. Mr. Swift is also a director of the Public Service Enterprise Group, Ingersoll-Rand Company, Ltd., Kaman Corporation, and
Hubbell Incorporated. Alfred J. Verrecchia Director Since 2004 (Age 63) Mr. Verrecchia has been President and Chief Executive Officer of Hasbro, Inc., a worldwide leader in children's and family leisure time entertainment products and services, from
May 2003 to the present. Mr. Verrecchia has served in various positions with Hasbro for 40 years, including President and Chief Operating Officer from 2000 to May 2003. Mr. Verrecchia is a director of Hasbro, FM Global, Old Stone Corporation and LIFESPAN, where he is
Chairman. |