| 1. |
What is a proxy? |
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It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. Michael E. Szymanczyk and Denise F. Keane have been designated as proxies for the 2008 Annual Meeting of Stockholders. 
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| 2. |
What is the record date and what does it mean? |
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The record date for the 2008 Annual Meeting of Stockholders is April 4, 2008. The record date is established by the Board of Directors as required by Virginia law. Stockholders of record (registered stockholders and street name holders) at the close of business on the record date are entitled to: (a) receive notice of the meeting; and (b) vote at the meeting and any adjournments or postponements of the meeting.
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| 3. |
What is the difference between a registered stockholder and a stockholder who holds stock in street name? |
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If your shares of stock are registered in your name on the books and records of our transfer agent, you are a registered stockholder. If your shares of stock are held for you in the name of your broker or bank, your shares are held in street name. The answer to Question 15 describes brokers’ discretionary voting authority and when your bank or broker is permitted to vote your shares of stock without instructions from you.
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| 4. |
How do I obtain admission to the meeting? |
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To obtain admission to the meeting, you must request an admission ticket. Because seating is limited, you may bring only one immediate family member as a guest. In addition, all meeting attendees must present government-issued photographic identification at the meeting. Please submit your request for an admission ticket by Monday, May 12, 2008, by mailing or faxing a request to the Company’s Corporate Secretary at 6601 West Broad Street, Richmond, Virginia 23230, facsimile: 1-800-352-6172 (from within the United States) or 1-914-272-0985 (from outside the United States). Please include the following information:
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your name and mailing address;
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whether you need special assistance at the meeting;
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the name of your immediate family member, if one will accompany you; and
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if your shares are held for you in the name of your broker or bank, evidence of your stock
ownership (such as a letter from your broker or bank or a photocopy of a current brokerage or other account statement) as of April 4, 2008.
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| 5. |
What are the different methods that I can use to vote my shares of common stock? |
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(a) In Writing: All stockholders of record can vote by mailing their completed and signed proxy card (in the case of registered stockholders) or their completed and signed vote instruction form (in the case of street name holders).
(b) By Telephone and Internet Proxy: All registered stockholders of record also can vote their shares of common stock by touchtone telephone from the United States and Canada, using the toll-free telephone number on the proxy card, or by the Internet, using the procedures and instructions described on the proxy card and other enclosures. Street name holders of record may vote by telephone or the Internet if their banks or brokers make those methods available. If that is the case, each bank or broker will enclose instructions with the proxy statement. The telephone and Internet voting procedures, including the use of control numbers, are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been properly recorded. (c) In Person: All stockholders may vote in person at the meeting (unless they are street name holders without a legal proxy).
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| 6. |
How can I revoke a proxy? |
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You can revoke a proxy prior to the completion of voting at the meeting by: (a) giving written notice to the Corporate Secretary of the Company; (b) delivering a later-dated proxy; or (c) voting in person at the meeting.
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| 7. |
Are votes confidential? Who counts the votes? |
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We will continue our long-standing practice of holding the votes of each stockholder in confidence from directors, officers and employees except: (a) as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company, (b) in case of a contested proxy solicitation, (c) if a stockholder makes a written comment on the proxy card or otherwise communicates his or her vote to management, or (d) to allow the independent inspectors of election to certify the results of the vote. We will also continue, as we have for many years, to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results.
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| 8. |
What are the voting choices when voting on director nominees, and what vote is needed to elect directors? |
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When voting on the election of director nominees to serve until the 2009 Annual Meeting of Stockholders, stockholders may: (a) vote in favor of a nominee; (b) vote against a nominee; or (c) abstain from voting on a nominee. Directors will be elected by a majority of the votes cast. A majority of the votes cast means that a number of votes “FOR” a director nominee must exceed the number of votes “AGAINST” that nominee. Any director who receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election shall offer to tender his or her resignation to the Board. The Nominating, Corporate Governance and Social Responsibility Committee shall consider the offer and recommend to the Board whether to accept or reject the offer. The full Board will consider all factors it deems relevant to the best interests of the Company, make a determination and publicly disclose its decision and rationale within 90 days after confirmation of the election results. The Board recommends a vote “FOR” all of the nominees.
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| 9. |
What are the voting choices when voting on the ratification of the selection of PricewaterhouseCoopers LLP, and what vote is needed to ratify their selection? |
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When voting on the ratification of the selection of PricewaterhouseCoopers LLP as independent auditors for the Company, stockholders may: (a) vote in favor of the ratification; (b) vote against the ratification; or (c) abstain from voting on the ratification. The selection of the independent auditors will be ratified if the votes cast “FOR” exceed the votes cast “AGAINST.” The Board recommends a vote “FOR” this proposal.
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| 10. |
What are the voting choices when voting on each stockholder proposal properly presented at the meeting and what vote is needed to approve any of these stockholder proposals? |
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A separate vote will be held on each stockholder proposal that is properly presented at the meeting. When voting on each of the stockholder proposals, stockholders may: (a) vote in favor of the proposal; (b) vote against the proposal; or (c) abstain from voting on the proposal. A stockholder proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST.” The Board recommends a vote “AGAINST” each of the shareholder proposals.
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| 11. |
What if a stockholder does not specify a choice for a matter when returning a proxy? |
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Stockholders should specify their choice for each matter on the enclosed proxy. If no specific
instructions are given, proxies that are signed and returned will be voted FOR the election of all director nominees, FOR the proposal to ratify the selection of PricewaterhouseCoopers LLP and AGAINST each of the stockholder proposals.
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| 12. |
Who is entitled to vote? |
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You may vote if you owned stock as of the close of business on April 4, 2008. Each share of common stock is entitled to one vote. As of April 4, 2008, we had 2,099,732,751 shares of common stock outstanding.
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| 13. |
How do I vote if I participate in the dividend reinvestment plan? |
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The proxy card you have received includes your dividend reinvestment plan shares. You may vote your shares through the Internet, by telephone or by mail, all as described on the enclosed proxy card.
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| 14. |
What does it mean if I receive more than one proxy card? |
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It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078 or you can reach Computershare at 1-800-442-0077 (from within the United States or Canada) or 1-781-575-3572 (from outside the United States or Canada).
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| 15. |
Will my shares be voted if I do not provide my proxy? |
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Your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters. The ratification of the selection of PricewaterhouseCoopers LLP as independent auditors of the Company is considered a routine matter for which brokerage firms may vote unvoted shares. The other proposals to be voted on at our meeting are not considered “routine” under New York Stock Exchange rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a broker non-vote.
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| 16. |
Are abstentions and broker non-votes counted? |
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Abstentions and broker non-votes will not be included in vote totals and will not affect the outcome of the vote.
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| 17. |
May stockholders ask questions at the meeting? |
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Yes. The Chairman will answer stockholders’ questions of general interest during a designated portion of the meeting. In order to provide an opportunity for everyone who wishes to speak, stockholders will be limited to two (2) minutes. Stockholders may speak a second time only after all others who wish to speak have had their turn. When speaking, stockholders must direct questions and comments to the Chairman and confine their remarks to matters that relate directly to the business of the meeting.
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| 18. |
How many votes must be present to hold the meeting? |
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Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. In order for us to conduct our meeting, a majority of our outstanding shares of common stock as of April 4, 2008, must be present in person or by proxy at the meeting. This is referred to as a quorum. Abstentions and shares of record held by a broker or its nominee (“Broker Shares”) that are voted on any matter are included in determining the number of votes present. Broker Shares that are not voted on any matter will not be included in determining whether a quorum is present.
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