The Compensation and Incentives Committee Report and the performance graph included elsewhere in this Proxy Statement shall not be deemed filed or incorporated by reference into any other filings by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent that the Company specifically incorporates this information by reference.

Executive Compensation Summary Table

The following tables set forth information concerning total compensation paid to the two individuals who served as the Company's Chief Executive Officer during fiscal 2000 and the four other most highly compensated executive officers of the Company who served in such capacities as of January 31, 2001 (the "named executive officers") for services rendered to the Company during each of the last three fiscal years, if applicable. Pursuant to the Securities and Exchange Commission rules, the tables also set forth information concerning the compensation of a former executive officer of the Company who is also deemed by SEC rules to be a named executive officer for the following disclosure.

A. Giancamilli

M. Schwartz(7)

C. Kearse

M. Welch III

F. Hall

M. Bozic

Option Exercises and Values for Fiscal Year 2000

The table below shows the value at January 31, 2001 of options held by each of the named executive officers. None of the named executives officers exercised stock options during fiscal year 2000:

Pension Plans

The accrual of benefits under the Company's tax-qualified Employee Pension Plan and Supplemental Pension Benefit Plan was frozen as of January 31,1996. Therefore, service after January 31,1996 is not recognized for benefit accumulation purposes, but is recognized for vesting purposes. The Company's Supplemental Pension Benefit Plan provides benefits to the extent that ERISA limits the pension to which an employee would otherwise be entitled under the Employee Pension Plan absent such limitation. Of the named executive officers, only Mr. Kearse is eligible to receive benefits under the Company's frozen Employee Pension and Supplemental Pension Benefit Plans. Mr. Kearse has 26 years of service under the Plans after age 21. His estimated accrued benefit under the combined Plans and under the "final average compensation formula "is $2,063.32 per month at age 65. This amount is based on the pension being paid during his lifetime and would be reduced on an actuarial equivalent basis in the event of a survivor benefit or optional form of payment. The "final average compensation formula" is 1.50% of the average of the officer's best five compensation years prior to January 31,1996 multiplied by years of service after age 21 and prior to January 31,1996 up to 35 years minus 2% of the applicable Social Security benefit for each year of service up to 30 years.

The Company has also adopted Supplemental Executive Retirement Plan for the purpose of providing income to executive officers of the Company who retire prior to age 65 or who are hired by the Company later in their careers, whom the Board of Directors approves as eligible to receive benefits under the Plan. Benefits are determined by the Board based on the position, responsibilities and rate of compensation of the employee, benefits payable or which would have been payable under other plans and such other factors as the Board may deem relevant.

Employment and Severance Arrangements

The Company has entered into an employment agreement with Mr.Conaway. Mr. Conaway's agreement, which has a term ending on May 30, 2005 (subject to automatic annual one-year extensions, commencing on May 20, 2004), provides for an annual salary of at least $1.4 million and an annual on-plan incentive bonus opportunity of at least 125% of his then-current annual salary based on the attainment of performance goals. In addition, Mr. Conaway's 2000 annual bonus was guaranteed at the level of $1,750,000. Mr. Conaway was granted an option to acquire 1,500,000 shares of the Company's Common Stock, as well as an option to acquire 250,000 shares of the common stock of BlueLight.com, Inc., in each case with a per share exercise price equal to the fair market value of such shares on the date of grant. Mr. Conaway is also eligible for additional option grants during the term of his employment with a target value equal to 400% of his base salary, such grants to be made based upon the achievement of performance goals established by the Committee. Mr. Conaway was also granted 200,000 unrestricted shares of the Company's Common Stock as a sign-on bonus. In order to compensate Mr. Conaway for compensation opportunities with his former employer he had to forego in order to accept employment with the Company, he will be paid an aggregate of $10,000,000 in cash and $5,000,000 in shares (both payable in installments over the first five years of his employment with the Company), and has been awarded a stock grant of 303,000 unrestricted shares of Company Common Stock, an option to acquire 2,500,000 shares of Company Common Stock (vesting over four years), and 615,000 restricted shares of Company Common Stock.

If Mr. Conaway's employment is terminated by the Company during the term of the agreement other than for cause or disability or if he terminates for good reason, he will be entitled to receive monthly severance payments equal to his monthly base salary at the time of termination, plus 1/12th of the annual on-plan bonus for the year in which termination occurred (the “severance payments”). The severance payments will be made during a severance period of 36 months. If his employment is terminated without cause and within two years of a change in control of the Company, he would be entitled to receive lump sum payment equal to the severance payments. Payments to Mr. Conaway will be “grossed-up” to compensate for the imposition of any golden parachute excise taxes thereon.

A standard severance agreement has been entered into with the other named current executive officers which provide that, if the executive's employment is terminated by the Company, other than for cause or disability, or if the executive officer terminates employment for good reason, he will be entitled to receive severance payments in monthly installments during a two year severance period following termination equal to the executive's monthly base salary at the time of termination, plus, in some cases, 1/12th of the annual on-plan bonus targeted for the year in which termination occurred, which payments will be reduced by the amount of compensation received from other employment. In the event of termination for cause or disability, the executive officer would not receive any severance payments under the agreement.

Each of Messrs. Schwartz, Kearse and M. Welch are also eligible for benefits under the Company's Amended and Restated Special Severance Plan. The Special Severance Plan generally provides for the payment of benefits to the executive in the event that his employment with the Company is terminated by the Company within two years following the occurrence of a “change in control” (as defined in the Special Severance Plan). In the event of such a termination of employment, the executive will be entitled to a payment equal to three times his annual base salary and annual target bonus and a payment sufficient to allow the executive to purchase life and health insurance coverage for 24 months at a level substantially similar to that provided by the Company. The executive will also be eligible to receive an additional payment in respect of pension benefits which he otherwise would have been eligible to earn. The executive will be entitled to an additional payment such that, following the receipt of such additional payment, the executive will retain the amount of such payments which he would have received had no taxes been imposed. In order to be eligible for the benefits provided under the Special Severance Plan, the executive must waive any severance rights which he may have under any separate severance arrangement with the Company.

In June 2000, Mr. Hall retired as an officer and director of the Company. In connection with his retirement, Mr. Hall entered into an agreement with the Company, which provided, among other things, that upon his retirement, the restrictions on 275,000 shares of restricted stock and restricted stock units would lapse and 2,257,795 stock options would vest and all outstanding options would remain outstanding through their applicable terms. In addition, in connection with Mr. Hall's retirement, he was paid (i) $486,500, (which represents pro rata portion of his on-plan target bonus for the year of his retirement) and (ii) $5,717,367 (which represents principal and interest on certain deferred compensation previously earned by Mr. Hall during his employment with the Company). Mr. Hall also entered into consulting agreement with the Company which has a term running through June 4, 2001 and provides that the Company pay Mr. Hall a monthly consulting fee of $235,625 in exchange for his services thereunder.

In October 2000, Mr. Bozic retired from his employment with the Company. In connection with his retirement, Mr. Bozic entered into an agreement with the Company, which provided, among other things, that upon his retirement, the restrictions on his restricted stock would lapse and his stock options would vest and remain outstanding through their applicable term. In addition, pursuant to his employment agreement, Mr. Bozic became entitled to severance payments equal to his monthly base salary and a 1/12th portion of his annual bonus for 24 months following his retirement.