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Committee Memberships

Name Audit Human Resources and Compensation Nominating and
Corporate Governance
Risk Evaluation
Martha H.Bejar X     X
Virginia Boulet   X Chair  
Peter C. Brown X     X
W. Bruce Hanks Chair     X
Mary L.Landrieu     X  
William A. Owens   X X  
Harvey P. Perry       X
Michael J. Roberts   X    
Laurie A. Siegel   Chair    

Committee Charters

The Audit Committee

The Audit Committee is responsible for the oversight and monitoring of Management's internal controls and the financial reporting process. Our independent auditor is responsible for performing an independent audit of our consolidated financial statements and the effectiveness of the Company's internal controls over financial reporting, as well as issuing reports thereon. The Committee's oversees these processes, and, subject to shareholder ratification, appoints the independent auditor.

Audit Committee Charter

The Human Resources and Compensation Committee

The Compensation Committee of our Board establishes, implements, administers and monitors our programs for compensating executive officers. The Committee engages its own consultants. The Compensation Committee also establishes, implements, administers and monitors our director equity compensation programs.

Human Resources and Compensation Committee Charter

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for, among other things, (i) recommending to the Board nominees to serve as directors and officers, (ii) monitoring the composition and size of the Board and its committees, (iii) periodically reassessing our Corporate Governance Guidelines, (iv) leading the Board in its annual review of the Board's performance, and (v) reviewing annually the Chief Executive Officer's performance and reporting to the Board on succession planning for senior executive officers.

Nominating and Corporate Governance Committee Charter

The Risk Evaluation Committee

The Risk Evaluation Committee is responsible for identifying, monitoring and managing risks to the Company's business, properties and employees. The Committee will review periodically the major risk exposures in the following areas: (i) risks to the Company's properties posed by casualty events, terrorism, sabotage or theft, (ii) risks caused by potential or actual regulatory developments or the Company's failure to comply with applicable telecommunications regulations, (iii) risks to the Company's business caused by failure to comply with environmental, safety, health or other similar laws, (iv) risks of potential, threatened or pending rate cases or lawsuits, and (v) risks to the Companys business related to privacy and network management practices.

Risk Evaluation Committee Charter

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