* FRONT COVER
* NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
* TABLE OF CONTENTS
* PROXY SUMMARY
* PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
* GENERAL INFORMATION
+ Date, Time and Place
+ Attending the Annual Meeting
+ Who Can Vote; Votes per Share
+ How to Vote
+ Quorum and Voting Requirements
+ Revocation of Proxies
+ Proxy Solicitation
+ Virtual Meeting Information
* PROPOSAL 1 ELECTION OF DIRECTORS
+ Director Resignation Policy
+ Board Diversity and Refreshment
+ Nominee Qualifications
+ Director Independence
+ Board Leadership Structure and Risk Oversight
+ Attendance at Board and Committee Meetings
+ Anti-Hedging Policy
+ Committees of the Board
+ Communications with Directors
+ Compensation of Directors
* EXECUTIVE COMPENSATION
+ Compensation Discussion and Analysis
* REPORT OF THE COMPENSATION AND HUMAN
CAPITAL COMMITTEE
* 2020 SUMMARY COMPENSATION TABLE
* 2020 CEO PAY RATIO
* 2020 GRANTS OF PLAN-BASED AWARDS
* OUTSTANDING EQUITY AWARDS AT YEAR END 2020
* OPTION EXERCISES AND COMMON SHARES VESTED
IN 2020
* EQUITY COMPENSATION PLAN INFORMATION
+ Employment Contracts
+ Potential Payments on Termination or Change of Control
* SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
* CERTAIN RELATIONSHIPS AND RELATED
PARTY TRANSACTIONS
* PROPOSAL 2 RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
* REPORT OF THE AUDIT COMMITTEE
* PROPOSAL 3 APPROVAL, ON AN ADVISORY BASIS,OF
EXECUTIVE COMPENSATION
+ Say-on-Pay Responsiveness
+ 2020 Business Recap
* OTHER MATTERS
+ Shareholder Proposals and Nominations for the 2022 Annual
Meeting of Shareholders
+ Delinquent Section 16(a) Reports
+ Board Committee Charters, Corporate Governance Guidelines
and Code of Business Conduct and Ethics
+ Householding of Proxy Materials
+ Annual Report on Form 10-K
+ Other Business
* APPENDIX A - DEFINITIONS AND RECONCILIATIONS OF
GAAP AND NON-GAAP FINANCIAL MEASURES
* FINAL PAGE
