All changes to the Agreement are effective immediately, in the sense that any Agreements entered into with executive officers after January 16 will conform with the new provisions. The registrant will solicit all executives who are parties to an outstanding Agreement to amend their Agreements to conform to the new provisions jointly approved by the Committees. Agreements generally may not be amended unilaterally, and may be cancelled unilaterally only after three years advance notice.

The 2005 NEOs who will be asked to execute new Agreements are Messrs Glass, Baker, and Burkett. Messrs Hughes and Martin retired in 2006 and are not affected by the changes. The TSB Payment for executive officers under the Agreement is based on a bonus amount, as discussed in paragraph (b); the method for determining that bonus amount has changed. Although the actual effect of that change cannot be predicted, if CIC and qualifying employment termination events had occurred on December 31, 2006, the TSB Payments to the affected 2005 NEOs under the new Agreements would have been the following amounts: Mr. Glass, $4,620,096; Mr. Baker, $4,200,000; and Mr. Burkett, $4,050,000. Those amounts reflect reductions for Messrs Glass and Baker relative to the old Agreements, and no change for Mr. Burkett.

Changes to Change in Control provisions in 2003 Equity Compensation Plan & Pension Restoration Plan.

The registrant’s 2003 Equity Compensation Plan (“2003 ECP”) formerly provided for an acceleration of vesting of awards if a CIC event occurred. The registrant’s Board of Directors amended the 2003 ECP, effective immediately for all awards granted after the amendment, so that the CIC benefits would be provided on a double-trigger basis: the CIC event must occur coupled with either (i) the participant’s termination by the company without cause (as defined in the participant’s CIC Agreement) within 36 months after the CIC, or (ii) the executive’s resignation for a good reason (as defined in the participant’s CIC Agreement). Awards under the 2003 ECP are discretionary; it is not possible to predict the amounts of future awards. Outstanding awards are not affected by the amendment.

The registrant’s Pension Restoration Plan (“Restoration Plan”) was amended by the Board of Directors, effective immediately, to include the three-year severance period for age and service credit for purposes of calculating the CIC lump sum benefit payout for executives age 50 with 10 years of service. Messrs Glass and Burkett are the only 2005 NEOs who are affected by the amendment at this time. Although the actual effect of a CIC event cannot be predicted, if a CIC event had occurred on December 31, 2006, the CIC lump sum benefit payout under the amended Restoration Plan would have been $5,054,286 for Mr. Glass and $1,932,221 for Mr. Burkett.

Reduction in interest rates on 1985 Director & Executive Deferred Compensation Plan Accounts.

Under an old cash deferral plan, initiated in 1985 for directors and executives and not offered with respect to compensation earned since 1995 (the “1985 D&E Plan”), non-employee directors and executive officers could elect to defer retainers, fees, salary, and bonus, as applicable. With respect to accounts of active directors and executive officers, the 1985 D&E Plan has paid an accrual of interest at rates ranging from 17-20 percent annually. The exact rates used varied with each year in which deferrals were made, and the rate for each year of deferral depended upon the age of the participant in that year. Lower rates applied to younger persons. Although new