As filed with the Securities and Exchange Commission on August 21, 2008
Registration No. 333-           

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
RYDER SYSTEM, INC.
(Exact name of Registrant as specified in its charter)
 	 	 	
Florida	 	59-03739250	
(State or other jurisdiction of
incorporation or organization)	 	(IRS Employer
Identification No.)	

11690 N.W. 105 th Street
Miami, Florida 33178
(Address of Principal Executive Offices)
 
RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION PLAN
(Full Title of the Plan)
 
Flora R. Perez, Esq.
Assistant General Counsel
Ryder System, Inc.
11690 N.W. 105 th Street
Miami, Florida 33178
(Name and Address of Agent for Service)
(305) 500-3726
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, and non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	 	Accelerated filer o	 	Non-accelerated filer o
(Do not check if a smaller reporting company)	 	Smaller reporting company o	
CALCULATION OF REGISTRATION FEE

 	 	 	 	 	 	 	 	 	Proposed maximum	 	 	 	Proposed maximum	 	 	 	Amount of	 	 	
 	Title of securities	 	 	Amount to be	 	 	 	offering	 	 	 	aggregate offering	 	 	 	registration	 	 	
 	to be registered	 	 	Registered	 	 	 	price per share	 	 	 	price	 	 	 	fee	 	 	
 	Common Stock, $.50 par value, reserved for future grant of options and other equity awards under the Ryder System, Inc. 2005 Equity Compensation Plan	 	 	 	3,000,000	(1)	 	 	$	66.885	(2)	 	 	$	200,655,000	 	 	 	$	7,885.74	 	 	

(1)	 	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, the number of shares being registered shall include an indeterminate number of additional shares of common stock which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the Ryder System, Inc. 2005 Equity Compensation Plan.	
 		
(2)	 	Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended. The price is based upon the average of the high and low sales price per share of common stock on August 19, 2008, as reported on the New York Stock Exchange.	

   

 

INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
This registration statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering 3,000,000 additional shares of our common stock issuable under the Ryder System, Inc. 2005 Equity Compensation Plan (the “Plan”) at any time and from time to time. On May 11, 2005, the Company filed a registration statement on Form S-8 (File No. 333-124828) with the Securities and Exchange Commission in order to register shares of our common stock issuable under the Plan. The contents of such earlier registration statement are incorporated by reference into this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	 	Incorporation of Documents by Reference .	
     The following documents previously filed by us with the Securities and Exchange Commission (the Commission), are incorporated by reference into this Registration Statement:
     (a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Commission on February 12, 2008.
     (b) Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, filed with the Commission on April 23, 2008 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed with the Commission on July 23, 2008 .
     (c) Our Current Reports on Form 8-K filed with the Commission on February 1, 2008, February 14, 2008, April 23, 2008, May 16, 2008, May 28, 2008, July 14, 2008 and July 23, 2008.
     (d) Description of our common stock contained in our registration statement on Form 8-A (Registration No. 001-04364) filed with the Commission on February 27, 1990.
     All reports and other documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
     Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.	 	Description of Securities .	
     Not Applicable.

Item 5.	 	Interests of Named Experts and Counsel .	
     Certain legal matters with respect to the offering of the shares of common stock registered hereby have been passed upon by Flora R. Perez, Esq., Assistant General Counsel of the Company. Ms. Perez owns, and holds options to purchase, shares of common stock of the Company.

Item 6.	 	Indemnification of Directors and Officers .	
     Under Section 607.0831 of the Florida Business Corporation Act (the “FBCA”), a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act regarding corporate management or policy unless (1) the director breached or failed to perform his or her duties as a director and (2) the director’s breach of, or failure to perform, those duties constitutes: (a) a violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was unlawful, (b) a transaction from which the director derived an improper personal benefit, either directly or indirectly, (c) a circumstance under which the liability provisions of Section 607.0834 are applicable, (d) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct, or (e) in a proceeding by or in the right of someone other than the corporation or a
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shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. A judgment or other final adjudication against a director in any criminal proceeding for a violation of the criminal law estops that director from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not estop the director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.
     Under Section 607.0850 of the FBCA, a corporation has power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of the corporation), by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, has reasonable cause to believe that his or her conduct was unlawful.
     In addition, under Section 607.0850 of the FBCA, a corporation has the power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
     Under Section 607.0850 of the FBCA, the indemnification and advancement of expenses provided pursuant to Section 607.0850 of the FBCA are not exclusive, and a corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (c) in the case of a director, a circumstance under which the above liability provisions of Section 607.0834 are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.
     Article VIII of the Company’s Restated Articles of Incorporation provides that the Company has the power to indemnify its directors, officers, and other employees to the fullest extent permitted by law. Article XII of the Company’s By-Laws further provides that the Company shall indemnify to the fullest extent permitted by current or future legislation or current or future judicial or administrative decisions (to the extent such future legislation or decisions permit the Company to provide broader indemnification rights than permitted prior to such legislation or decisions), each person who is a party or witness to any proceeding (whether civil, criminal, administrative or investigative) against any liability (including any judgment, settlement, penalty or fine) or cost, charge or expense (including attorneys fees) by reason of the fact that such indemnified person is or was a director, officer or employee of the Company, or is or was an agent as to whom the Company has agreed to grant such indemnification, or is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, or is or was serving as an agent of such corporation, partnership, joint venture, trust or other enterprise.
     The Company maintains a directors and officers liability insurance policy which, within the limits and subject to the limitations of the policy, insures the directors and officers of the Company against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of their being or having been directors or officers of the Company. The coverage extends to wrongful acts such as breach of duty and negligence, but does not extend to acts proven to be dishonest. The Company pays the premiums for this policy.
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Item 7.	 	Exemption from Registration Claimed .	
     Not Applicable.

Item 8.	 	Exhibits .	
 	 	 	 	 	
Exhibit	 	Description	
 		
 	4.1	 	 	Ryder System, Inc. 2005 Equity Compensation Plan, previously filed with the Commission on March 21, 2008, as Appendix A to Ryder’s Definitive Proxy Statement on Schedule 14A.	
 	 	 	 	 	
 	5.1	 	 	Opinion of Flora R. Perez, Assistant General Counsel of Ryder System, Inc., regarding the legality of the common stock being registered.	
 	 	 	 	 	
 	23.1	 	 	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.	
 	 	 	 	 	
 	23.2	 	 	Consent of KPMG LLP, Independent Registered Public Accounting Firm.	
 	 	 	 	 	
 	23.3	 	 	Consent of Flora R. Perez, Assistant General Counsel of Ryder System, Inc. (included in Exhibit 5.1).	
 	 	 	 	 	
 	24.1	 	 	Power of Attorney.	
 4 

 

Item 9.	 	Undertakings .	
     (a) The undersigned registrant hereby undertakes:
          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
               (ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
               (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
     (b) The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 5 

 
SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, the State of Florida, on August 21, 2008.
 	 	 	 	 	
 	RYDER SYSTEM, INC.
 	 	
 	By:  	/s/ Gregory T. Swienton  	 	
 	 	Gregory T. Swienton, Chairman 	 	
 	 	and Chief Executive Officer 	 	
 	
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following individuals in the capacities and on the date or dates indicated.
 	 	 	 	 	
Signature	 	Title	 	Date	
 	 	 	 	 	
/s/ Gregory T. Swienton
 
Gregory T. Swienton	 	Chairman and Chief Executive Officer
(Principal Executive Officer)	 	August 21, 2008	
/s/ Robert E. Sanchez
 
Robert E. Sanchez	 	Executive Vice President and Chief Financial Officer
(Principal Financial Officer)	 	August 21, 2008	
/s/ Art A. Garcia
 
Art A. Garcia	 	Senior Vice President and Controller
(Principal Accounting Officer)	 	August 21, 2008	
*
 
James S. Beard	 	Director	 	August 21, 2008	
*
 
John M. Berra	 	Director	 	August 21, 2008	
*
 
David I. Fuente	 	Director	 	August 21, 2008	
*
 
L. Patrick Hassey	 	Director	 	August 21, 2008	
*
 
Lynn M. Martin	 	Director	 	August 21, 2008	
*
 
 Luis P. Nieto, Jr.	 	Director	 	August 21, 2008	
 6 

 

 	 	 	 	 	
Signature	 	Title	 	Date	
 	 	 	 	 	
*
 
Eugene A. Renna	 	Director	 	August 21, 2008	
*
 
Abbie J. Smith	 	Director	 	August 21, 2008	
*
 
E. Follin Smith	 	Director	 	August 21, 2008	
*
 
Hansel E. Tookes II	 	Director	 	August 21, 2008	
*
 
Christine A. Varney	 	Director	 	August 21, 2008	
* /s/ Flora R. Perez
 
Flora R. Perez	 	Attorney-in-Fact	 	August 21, 2008	
 7 

 
EXHIBIT INDEX
 	 	 	 	 	
Exhibit	 	Description	
 		
 	5.1	 	 	Opinion of Flora R. Perez, Assistant General Counsel of Ryder System, Inc., regarding the legality of the common stock being registered.	
 	 	 	 	 	
 	23.1	 	 	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.	
 	 	 	 	 	
 	23.2	 	 	Consent of KPMG LLP, Independent Registered Public Accounting Firm.	
 	 	 	 	 	
 	23.3	 	 	Consent of Flora R. Perez, Assistant General Counsel of Ryder System, Inc. (included in Exhibit 5.1).	
 	 	 	 	 	
 	24.1	 	 	Power of Attorney.	
 8 

Exhibit 5.1
August 21, 2008
Ryder System, Inc.
11690 NW 105th Street
Miami, Florida 33178
      Re: Registration Statement on Form S-8
Ladies and Gentlemen:
     I am Assistant General Counsel of Ryder System, Inc., a Florida corporation (the “Company”), and am delivering this opinion in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). Such Registration Statement relates to the registration by the Company of 3,000,000 shares (the “Shares”) of the Company’s common stock, $.50 par value per share, issuable pursuant to the Ryder System, Inc. 2005 Equity Compensation Plan (the “Equity Plan”).
     In preparing this opinion I have reviewed: (a) the Registration Statement; (b) the Company’s Restated Articles of Incorporation, as amended; (c) the Company’s Bylaws; (d) the Equity Plan; (e) certain records of the Company’s corporate proceedings as reflected in its minute and stock books; and (f) other documents, as I have deemed relevant and necessary as a basis for the opinions set forth below.
     With respect to the foregoing documents, I have assumed: (i) the authenticity of all documents submitted to me as originals, the conformity with authentic original documents of all documents submitted to me as copies or forms, the genuineness of all signatures and the legal capacity of natural persons, and (ii) that the foregoing documents, in the forms thereof submitted for my review, have not been altered, amended, or repealed in any respect material to my opinion as stated herein. I have not reviewed any documents other than the documents listed above for the purpose of rendering this opinion as expressed herein, and I assumed that there exists no other document that bears upon or is inconsistent with this opinion as expressed herein. I have conducted no independent factual investigation of my own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which I assume to be true, complete and accurate in all material respects.
     My opinion is limited to matters of law arising under the corporate laws of the State of Florida and the federal laws of the United States of America, insofar as such laws apply, and I express no opinion as to conflicts of law rules, or the laws of any states or jurisdictions, including federal laws regulating securities, other federal laws or the rules and regulations of stock exchanges or any other regulatory body, other than specified above.
     Based upon and subject to the foregoing and consideration of such questions of law as I have deemed relevant, I am of the opinion that the Shares, when and to the extent issued and paid pursuant to the provisions of the Equity Plan, will be validly issued, fully paid, and non-assessable by the Company.
     I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Flora R. Perez

Flora R. Perez, Esq.
Assistant General Counsel

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 11, 2008 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in the 2007 Annual Report to Shareholders, which is incorporated by reference in Ryder System, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Miami, Florida
August 21, 2008

Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Ryder System, Inc.:
We consent to the incorporation by reference in the registration statement (No. 333-XXXXX) on Form S-8 of Ryder System, Inc. and subsidiaries of our report dated February 15, 2006, with respect to the consolidated statements of earnings, shareholders’ equity, and cash flows of Ryder System, Inc. and subsidiaries for the year ended December 31, 2005, and the related consolidated financial statement schedule, in so far as the information in the schedule pertains to the period ended December 31, 2005, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and the effectiveness of internal control over financial reporting as of December 31, 2005, which reports appear in the December 31, 2007 annual report on Form 10-K of Ryder System, Inc.
Our report refers to a change in method of accounting for conditional asset retirement obligations in 2005.
/s/ KPMG LLP
Miami, Florida
August 21, 2008
Certified Public Accountants

Exhibit 24.1
POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being directors of Ryder System, Inc., a Florida corporation (the “Corporation”), hereby constitute and appoint Robert D. Fatovic, Flora R. Perez and John D. Montanti, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to execute in the name of each such person and to file (i) a Registration Statement of the Corporation on Form S-8 under the Securities Act of 1933, as amended with respect to 3,000,000 shares of the Corporation’s common stock issuable pursuant to the Corporation’s 2005 Equity Compensation Plan and (ii) any and all amendments and post-effective amendments to such Registration Statement as such person or persons executing the same pursuant to this Power of Attorney may approve.
     This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
     IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand on this 10 th day of July, 2008.
 	 	 	
/s/ James S. Beard	 	/s/ John M. Berra	
 	 	 	
James S. Beard	 	John M. Berra	
 	 	 	
/s/ David I. Fuente	 	/s/ L. Patrick Hassey	
 	 	 	
David I. Fuente	 	L. Patrick Hassey	
 	 	 	
/s/ Lynn M. Martin	 	/s/ Luis P. Nieto, Jr.	
 	 	 	
Lynn M. Martin	 	Luis P. Nieto, Jr.	
 	 	 	
/s/ Eugene A. Renna	 	/s/ Abbie J. Smith	
 	 	 	
Eugene A. Renna	 	Abbie J. Smith	
 	 	 	
/s/ E. Follin Smith	 	/s/ Hansel E. Tookes, II	
 	 	 	
E. Follin Smith	 	Hansel E. Tookes, II	
 	 	 	
/s/ Christine A. Varney	 	 	
  Christine A. Varney