d&o questionnaire

SAMPLE DIRECTORS’ ANDOFFICERS’ QUESTIONNAIRE*

PLEASE NOTE: THIS QUESTIONNAIRE DOES NOT COVER THEVARIOUS ISSUES UNDER THE FINAL CORPORATE GOVERNANCELISTING STANDARDS ADOPTED BY THE NYSE, NASDAQ ANDAMEX. A SEPARATE QUESTIONNAIRE IS REQUIRED FOR THESEISSUES.

Note: SEC Regulation S-K (17 C.F.R. Part 229) became effective onOctober 1, 1978, and has since been amended many times. Reference tothese standardized instructions for filing forms under the securities lawsis essential to an adequate formulation of this questionnaire.

QUESTIONNAIRE FOR EXECUTIVE OFFICERS,1 DIRECTORS,AND “SIGNIFICANT EMPLOYEES”2 FOR USE IN CONNECTIONWITH PROXY STATEMENT AND ANNUAL REPORT ONFORM 10-K.

Notes to Counsel: Counsel should also check with the company’sstock plan administrator for details on outstanding and new option andstock grants to directors and officers; and with other benefit plan admin-istrators for details on the full compensation package that must bedisclosed in the proxy statement under Regulation S-K Item 402.

1 The term "executive officer" means the president, any vice president in charge ofa principal business unit, division, or function (such as sales, administration or finance),any other officer who performs a policy-making function, or any other person who per-forms similar policy-making functions for the Company. Executive officers of subsidiariesmay be deemed executive officers of the Company if they perform such policy-makingfunctions for the Company. [Rule 3b-7 under the Securities Exchange Act of 1934.]

2 Other employees, such as production managers, sales managers, and researchscientists, who are not executive officers but who make or are expected to make signifi-cant contributions to the Company’s business, must be identified and their backgrounddisclosed to the same extent as in the case of an executive officer. Such disclosure need notbe made if the Company was subject to Section 13(a) or 15(d) of the Securities ExchangeAct of 1934 (the “Exchange Act”) or was exempt from Section 13(a) by Section 12(g)(2)(G)of such Act immediately prior to the filing of the proxy statement or annual report onForm 10-K. [Regulation S-K, Item 401(c).]

* This content has been excerpted from Preparing For Your 2004 Annual Meeting (BowneSecuritiesConnectTM Library), updated by Brian J. Lane, Elizabeth A. Ising, JacquelineLandells and Spencer H. Wright of Gibson, Dunn & Crutcher LLP. © 2004, Gibson,Dunn & Crutcher LLP. All rights reserved. No part of this book may be reproduced ortransmitted in any form by any means, electronic or mechanical, including photocopying,recording, or by any information storage and retrieval system, without prior written per-mission. Design and Layout Copyright © 2004 Bowne & Co., Inc.

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Counsel may want to review the items in the questionnaires distrib-uted to directors on the audit committee to verify that the directorssatisfy the applicable independence, financial literacy and financialexpertise requirements. In this regard, counsel should consider editingthe questionnaire to add items, or including a separate attachment, totrack the language used by the exchange on which the company is listed,regarding the independence requirements. In addition, counsel shouldconsider including an attachment to address the financial literacy andfinancial expertise requirements for audit committee members under theapplicable listing standards as well as the audit committee “financialexpert” rule under Item 10 of Form 10-K and Item 401(k) of RegulationS-K. References to the listing standards and SEC rules in the sampleDirectors’ and Officers’ Proxy Statement Questionnaire are for infor-mational purposes only. The listing standards of the NASDAQ,AMEX and NYSE are available on their websites at http://www.nasd.com,http://www.amex.com and http://www.nyse.com.

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[COMPANY NAME]

Name of Respondent:

__________________________________

DIRECTORS’ AND OFFICERS’PROXY STATEMENT QUESTIONNAIRE

In connection with the preparation of the Proxy Statement for the[YEAR] Annual Meeting of Shareholders of _________(the “Company”),it is necessary that the Company obtain from you written verification ofcertain information required to be disclosed in the Proxy Statement.

In order to obtain such verification, this Questionnaire (in two coun-terparts) is being sent to each person who, during the Company’s LastFiscal Year (as defined below), served as an officer or director of the Com-pany, as well as current officers and directors and all nominees forelection as a director and to certain officers or employees of the Com-pany’s subsidiaries or other principal business units or divisions whomay be considered executive officers of the Company under rules of theSEC. It is requested that you fill in the answers to the following ques-tions, sign and date the Questionnaire, and return one signed copy to________________ in the enclosed pre-addressed envelope not later than[DATE]. The remaining copy is for your files.

Please use the utmost care in responding to this Questionnaire. Youshould be aware that if the Proxy Statement contains any false or mis-leading statements which are material to the election of directors orother actions taken at the Annual Meeting, the validity of such actionscould be questioned and under certain circumstances the Company andthose in control of the Company, including officers and directors, couldbe subject to liability. If the answer to any of the questions is “no,”“none” or “not applicable,” please so indicate. Please do not leave anyquestions unanswered.


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As used herein, “Last Fiscal Year” refers to the Company’s fiscalyear ended ____________. Other italicized terms are defined in Appen-dix A to this Questionnaire. Appendix B contains a list of all of thesubsidiaries of the Company.

If at any time before the Annual Meeting you discover that youranswer to any question was inaccurate, or if any event occurring subse-quent to your completion hereof would require a change in youranswers to any questions (including any transaction reducing, increas-ing or otherwise affecting your beneficial ownership of the Company’ssecurities as reported Part II of this Questionnaire), please contact____________by telephone at (___) ____________ immediately.

I

GENERAL INFORMATION

Question 1:

[SEC Regulation S-K, Items 401(a) and (b)]

Name and Date of Birth. Please set forth your full nameand date of birth.

Answer:

Question 2:

[SEC Regulation S-K, Item 401(d)]

Family Relationships. If you have any family relationship, byblood, marriage or adoption not more remote than first cousin, with, anydirector, executive officer, or nominee to become a director or executiveofficer of the Company, its parent, any of its subsidiaries (as listed inAppendix B), or other affiliates, or any individual who has beenemployed by the Company in the past three years as an executive officer,please identify such relative and describe the nature of the relationship.

Answer:

Question 3: Principal Occupation and Employment.

[SEC Regulation S-K, Items 401(a), (b), (e)]

(a) Please give a brief account of your business experienceduring the past five years (together with applicable dates); includeyour principal occupations and employment during that period,including but not limited to any executive officer position; the nameand principal business of any company, partnership or other entityin which such occupations and employment were carried on; and


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whether such company, partnership or other entities a parent, sub-sidiary or other affiliate of the Company. If you are an executive officerof the Company and have been employed by the Company for lessthan five years, include a brief explanation of the nature of yourresponsibilities in prior positions. What is required is informationrelating to the level of your professional competence, which mayinclude, depending upon the circumstances, such specific informa-tion as the size of the operation supervised.

Answer:

(b) Please indicate all positions and offices with the Company,its parent or any subsidiary which you presently hold. State yourterm of office and the period during which you have served as such.

Answer:

(c) If you are a director, please indicate whether at any time inthe past you were an officer of the Company, its parent or any of itssubsidiaries. State the position you held and the dates you held suchposition.

Answer:

Question 4: Other Directorships and Executive Officer Positions.

[SEC Regulation S-K, Item 401(e) and 402(j), SEC Rule 16b-3(b)(3),NASDAQ Rule 4200(a)(15), NYSE Rule 303.01(B)(3)]

(a) If you are, or have been nominated to become, a director ofthe Company, list all other directorships held by you during the pastfive years with respect to any company (or “investment company”registered under the Investment Company Act of 1940) required tofile periodic reports with the Securities and Exchange Commission.

TIME PERIOD EXPIRATION OFCOMPANY (MO & YR.) CURRENT TERM

(b) Did you serve as a director, executive officer, general partneror perform similar functions of any company, partnership or otherentity (public or private) during the Last Fiscal Year? (Omit entitiesexempt from tax under Section 501(c)(3) of the Internal RevenueCode.)

YES _______________ NO _______________


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If yes:

(i) Please specify the company name(s) and your positionwithin the company(ies):

(ii) Do you serve on any board committees or otherwisedetermine compensation for the executives of such company? Ifyes, please specify:

YES _______________ NO _______________

(iii) Did any executive officer of the Company serve on thecompensation committee of the board or otherwise determinecompensation of the executives of any such company during theLast Fiscal Year? If yes, please give specifics:

YES _______________ NO _______________

(iv) Did any executive officer of the Company serve on theboard of any such company? If yes, please give specifics.

YES _______________ NO _______________

(v) If your answer to Question 4(b)(iv) above is “yes”, didany executive officer of any such company also serve on the com-pensation committee of the Company’s board or otherwiseserve on the Company’s board during the Last Fiscal Year? Ifyes, please give specifics, including information about whetherthat company is a competitor of the Company.

YES _______________ NO _______________

Question 5:

[SEC Regulation S-K, Items 103, 401(f) and 401(g)]

Involvement in Certain Legal Proceedings. Have any of the fol-lowing events occurred during the last five years:

(a) Was a petition under the Federal bankruptcy laws, asamended, or any state insolvency law, as amended, filed by oragainst you, or a receiver, fiscal agent or similar officer appointed bya court for the business or property of (i) yourself, (ii) any partner-ship in which you were a general partner at or within two yearsbefore such event, or (iii) any corporation or business association ofwhich you were an executive officer at or within two years beforesuch event?

YES _______________ NO _______________


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(b) Were you convicted in a criminal proceeding, or are youthe subject of a criminal proceeding which is presently pending?Omit traffic violations

YES _______________ NO _______________

(c) Were you the subject of any order, judgment or decree ofany court (not subsequently reversed, suspended or vacated by anycourt) permanently or temporarily enjoining you (i) from acting asa futures commission merchant, introducing broker, commoditytrading advisor, commodity pool operator, floor broker, leveragetransaction merchant, any other person regulated by the Commod-ity Futures Trading Commission (“CFTC”), or an associated personof any of the foregoing; or as an investment advisor, underwriter,broker or dealer in securities; or as an affiliated person, director oremployee of any investment company, bank, savings and loan asso-ciation or insurance company; or from engaging in or continuingany conduct or practice in connection with such activity; or (ii) fromengaging in any type of business practice; or (iii) from engaging inany activity in connection with the purchase or sale of any securityor commodity or in connection with any violation of federal or statesecurities laws or federal commodities laws?

YES _______________ NO _______________

(d) Were you the subject of any order, judgment or decree ofany federal or state authority barring, suspending or otherwise lim-iting for more than 60 days your right to engage in any activitydescribed in subparagraph (c) above, or to be associated withpersons engaged in any such activity?

YES _______________ NO _______________

(e) Has any court, the SEC, CFTC, NYSE, American StockExchange, NASD or any commodity exchange or NASDAQ-imposed a sanction against you or found you to have violated anyfederal or state securities or commodities laws?

YES _______________ NO _______________

(f) Do you or any of your associates have any claims against theCompany or any of its subsidiaries; or are you or any of your associ-ates a party adverse to the Company or any of its subsidiaries in anylegal proceeding; or do you or any of your associates have a materialinterest adverse to the Company or any of its subsidiaries in anylegal proceeding?

YES _______________ NO _______________


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(g) With respect to the following, are you aware of any claimsor pending legal proceedings against the Company, any of its sub-sidiaries or any of its properties involving:

(i) any pending legal proceeding (or group of proceedingsinvolving the same legal or factual issues) which would involveany claim for monetary damages greater than $[____million](10% of the Company’s current assets), other than proceedingsbetween the Company and [_____]; or

(ii) any pending administrative or judicial proceedingarising under any federal, state or local provisionsregulating the discharge of materials into the environment orprimarily for the purpose of protecting the environment whichwould involve a claim for monetary damages greater than$[____ million] (10% of the Company’s current assets); or

(iii) any proceeding by a governmental authority, involv-ing the imposition of sanctions greater than $100,000.

YES _______________ NO _______________

If the answer to any of the foregoing questions is “yes,” provide afull description of the event or events and your connection therewith(attach a supplemental page if necessary). You may explain any mitigat-ing circumstances associated with any event or events identified.

II

SECURITY OWNERSHIP

Question 6: Your Securities Holdings.[For Questions 6-8: SEC Regulation S-K, Items 402, 403(b) and 405, SEC Rule13d-3, 16a-2 and 16a-3]

(a) As to each class of equity securities of the Company, itsparent or any subsidiary, state the total number of shares or otherunits beneficially owned by you as of ______, 200__.

NUMBER OF SHARES OR OTHERUNITS BENEFICIALLY OWNED TITLE OF EQUITY SECURITY


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In the table provided on the following page:

(b) If, as a result of applying the rules regarding beneficial own-ership summarized in the Appendix to this Questionnaire, you haveincluded in the amount stated in answer to Question 5(a) aboveunder “Number of Shares or Other Units Beneficially Owned”shares or units not issued in your name, please provide details as tothe nature of such beneficial ownership of such shares or other unitsand state the amount of shares or units so owned; and

(c) If, as a result of applying the rules regarding beneficial own-ership summarized in the Appendix to this Questionnaire, you haveexcluded from the amount stated in the answer to Question 5(a)above under “Number of Shares or Other Units Beneficially Owned”shares or units which are issued in your name, please state theamount so excluded and explain why you are not the beneficial ownerof such shares or units.

Title of Number of Nature ofEquity Shares or Beneficial

Security Units Ownership Explanation

(b) Shares orUnits Includedbut Issued inAnother’s Name

(c) Shares orUnits Excludedbut Issued inYour Name

(d) Of the total number of shares or units beneficially ownedby you, as reported in answer to Question 5(a), indicate below theamounts as to which you have sole or shared voting or investmentpower and the amount as to which you have the “right to acquire ben-eficial ownership” (as defined in paragraph 2(b) of the Appendix).

Answer:Common

Stock Other

Number of shares or units as to which you have sole voting power


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(e) Has the Company adjusted the exercise price of or other-wise repriced any of your options during the Last Fiscal Year?

YES _______________NO _______________

(f) Are you aware of any transactions in the Last Fiscal Yearfor which you did not timely file a Form 3 or Form 4?

YES _______________NO _______________

(g) Did you have any transactions, exempt from Form 4 filing,which now need to be reported on Form 5? (The most commontransactions exempt from Form 4 reporting involve employeebenefit plans and certain acquisitions involving less than $10,000.)

YES _______________NO _______________

Question 7:

Disclaimer of Beneficial Ownership.

(a) If you wish to disclaim beneficial ownership of any securitiesreferred to above, please set forth the number of such shares orunits, the circumstances upon which the disclaimer of beneficial own-ership is based, the name of the person or persons who should beshown as the beneficial owner(s) of such shares or units, and yourrelationship to that person or those persons.

Answer:

Number of shares or units as to which you have shared voting power

Number of shares or units as to which you have sole investment power

Number of shares or units as to which you have shared investment power

Number of shares or units as to which you have the “right to acquire beneficial ownership” (see paragraph 3(b) of Appendix A)


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(b) Do you or any of your affiliates or associates participate ininvestment decisions made by any nonprofit entity that ownsCompany securities? If yes, please provide details and indicatewhether you disclaim beneficial ownership of such Companysecurities.

YES _______________ NO _______________

Question 8:

Securities Holdings of Your Relatives. If any equity securities of theCompany, its parent or any subsidiary are beneficially owned by any rel-ative of yours (by blood, marriage or adoption) who shares your home,please indicate below the name of each such relative, your relationshipwith him or her, and the amount of shares so owned.

Answer:

Question 9 OTHER MATTERS:

A. 5% Holders of Company Securities. [SEC Regulation S-K,Item 403(a)]

If you know of any person (including yourself) or group which bene-ficially owns more than [x] shares of the Common Stock of the Company[or more than [y] shares of (other voting securities]3, please state nameand address of such person, or the name and address of each member ofsuch group, and the number of shares beneficially owned by each suchperson or group as of_____, 200_.

Name of Person or Members of Group Address Number of Shares

B. Rule 10b5-1 Plans

Have you or a member of your immediate family who lives in yourhousehold entered into a contract, issued an instruction or established aplan (other than under any Company savings or compensation plan ordividend reinvestment plan) that provides for the purchase or sale ofCompany stock in the future (these are often called pre-arranged tradingplans or Rule 10b5-1 plans).

YES _______________ NO _______________

3 Note: “x” and “y” should be the amounts roughly equal to 5% of the outstandingshares in the particular class of stock, perhaps rounded down to some convenient thresh-old. Management can then determine if any person owns 5% or more.

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III

DIRECTORS’ COMPENSATION

THIS SECTION SHOULD BE COMPLETED ONLY IF YOU AREA DIRECTOR OF THE COMPANY. IF YOU ARE AN OFFICER, BUTNOT A DIRECTOR, OF THE COMPANY YOU SHOULD PROCEEDTO QUESTION 12. CERTAIN EXECUTIVE OFFICERS, OF THECOMPANY WILL ALSO BE ASKED TO COMPLETE A SEPARATEEXECUTIVE OFFICER COMPENSATION WORKSHEET.

Question 10:

[For Questions 10-11, SEC Regulation S-K, Items 402(g) and 404(a), SECRule 16b-3(b)(3), IRS Reg. 1.162-27(e)(3)]

State the amount of compensation paid to you pursuant to any stan-dard arrangement applicable to all directors during the Last Fiscal Yearfor your services as director (including any additional amounts paid toyou for committee participation or special assignments).

Answer:

Question 11:

If, as a director of the Company, you received any payment for yourservices as a director pursuant to any arrangement not applicable to alldirectors of the Company, please state the amount of such compensationand describe such arrangement.

Answer:

IV

CERTAIN TRANSACTIONS AND RELATIONSHIPS

Question 12:

[SEC Regulation S-K, Item 404(a)]

Transactions with Management. In the table on the followingpage, describe any transaction (or series of similar transactions), duringthe Company’s Last Fiscal Year, or any currently proposed transaction(or series of similar transactions), to which the Company or any of its sub-sidiaries was or is to be a party, and in which you had or anyone in your


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immediate family has, a material direct or indirect financial interest.4Identify the person(s) involved and state the nature of your or theirinterest in the transaction, the amount of the transaction and the amountof your or their interest in the transaction. (Attach a supplemental pageif necessary.)

Description of Persons Nature of Amount of Amount ofTransaction Involved Interest Transaction5 Interest6

Question 13:

[SEC Regulation S-K, Item 404(c), Section 402 of Sarbanes-Oxley Act of 2002]Indebtedness of Management. If you or any associate of yours has

been indebted to the Company or any of its subsidiaries at any timeduring the Company’s Last Fiscal Year, state: (a) the name of the indebtedperson; (b) if the indebted person is an associate, the nature of your rela-tionship to that person; (c) the largest aggregate amount of indebtednessoutstanding at any time during the Company’s Last Fiscal Year; (d) thenature of the indebtedness and of the transaction in which it wasincurred; (e) the amount of indebtedness outstanding as of the latestpracticable date (indicating that date); and (f) the rate of interest paid orcharged thereon, if any.

Include (with respect to yourself only) any instances where theCompany, either directly or indirectly (including through a subsidiary),extended or maintained credit for you, arranged for the extension ofcredit, or renewed any extension of credit, in the form of a personal loanto or for you.

Answer:

Question 14:

[SEC Regulation S-K, Item 402(h) and 403(c)]

4 A person who has a position or relationship with a firm, corporation or otherentity that engages in a transaction* with the Company or its subsidiaries may have anindirect interest in such transaction* by reason of such position or relationship. However,you are not deemed to have an indirect material interest in a transaction* where (a) yourinterest in the transaction* arises only (i) from your position as a director of another cor-poration or organization which is a party to the transaction* or (ii) from the direct or indi-rect aggregate ownership of less than a 10% equity interest in another person (other than apartnership) which is a party to the transaction*, by you, or by all other directors, officers*,holders of any class of the voting securities of the Company or members of the immediatefamily of any of the foregoing persons; or (iii) from both (a)(i) and (a)(ii); (b) your interestarises only from your position as a limited partnership in a partnership in which you orall other persons specified in (a)(i) and (a)(ii) have an interest of less than 10%; or (c) yourinterest arises solely from the holding of an equity interest (including a limited partner-ship interest, but excluding a general partnership interest) or a creditor interest in anotherperson that is a party to the transaction* with the Company, and the transaction* is notmaterial to such other person.


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Agreements Affecting Control

(a) If you know of any contractual agreements, including anypledge of securities of the Company, the operation of the terms ofwhich has resulted since the beginning of the Company’s Last FiscalYear or may, at a subsequent date, result in a change in control of theCompany, please briefly describe the agreement, the parties theretoand the number and class of securities involved.

Answer:

(b) Do you know of or believe that any arrangements existpursuant to which more than 5% of the Company’s stock is heldor is to be held subject to any voting trust or other similararrangement?

YES _______________ NO _______________

(c) If you are an executive officer of the Company, are you partyto any employment, change in control or termination contract withthe Company or its subsidiaries?

YES _______________ NO _______________

If your answer to either questions 14(b) or 14(c) is “yes,” pleaseexplain:

Question 15:

[SEC Regulation S-K, Item 702]

Indemnification. If you know of any provision, other than the Cor-poration Law of (state of incorporation of the Company), the Charterand Bylaws of the Company and the Company’s officers’ and directors’liability insurance policy, under which any director or officer of theCompany is insured or indemnified in any manner against any liabilitywhich he or she may incur in his or her capacity as such? If so, pleasedescribe such provision.

Answer:

5 In computing the amount involved in the transaction* or series of similar trans-actions,* include all periodic installments in the case of any lease or other agreement pro-viding for periodic payments. For any transaction* involving the purchase or sale ofassets by or to the Company or any of its subsidiaries, otherwise than in the ordinarycourse of business, state the cost of the assets to the purchaser and, if acquired by theseller within two years prior to the transaction,* the cost thereof to the seller. Indicate theprinciple followed in determining the Company's purchase or sale price and the name ofthe person making such determination.

6 The amount of your interest should be computed without regard to the amountof profit or loss involved in the transaction.*


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Question 16: Arrangements as to Election.

[SEC Regulation S-K, Item 401(a) and 401(b)]

(a) If you are a director or a nominee for election as a director,state whether or not you were or are proposed to be elected pursu-ant to any arrangement or understanding between yourself and anyother person or entity (except directors and officers of the Companyacting solely in their capacities as such), the names of such otherpersons or entities and a brief description of the arrangement orunderstanding.

Answer:

(b) If you are an officer of the Company, state whether or notyou were selected as an officer pursuant to any arrangement orunderstanding between yourself and any other person or entity(except directors and officers of the Company acting solely in theircapacities as such), the names of such other persons or entities anda brief description of the arrangement or understanding.

Answer:

Question 17: Certain Business Relationships. (Please answer the fol-lowing if you are a director or nominee for director. Otherwise, proceedto Question 19.)

[SEC Regulation S-K, Item 404(b)]

(a) Are you now or have you been, during the Company’s LastFiscal Year, an executive officer of, or do you now own or have youowned, during the Company’s Last Fiscal Year, of record or benefi-cially, in excess of a 10% equity interest in, any firm, corporation, orother business or professional entity:

(i) That has made, during the Company’s Last Fiscal Yearor proposes to make during the Company’s current fiscal yearpayments to the Company for property or services7 in excess of(A) 5% of the Company’s consolidated gross revenues for theCompany’s Last Fiscal Year ($________) or (B) 5% of such otherentity’s consolidated gross revenues for its Last Fiscal Year?

YES _______________ NO _______________

7 In calculating payments for property and services, exclude:(i) Payments where the rates or charges involved in the transaction are deter-

mined by competitive bids, or common contract carrier or public utility at rates orcharges fixed in conformity with law or governmental authority; or

(ii) Payments that arise solely from the ownership of securities of the Companyand no extra or special benefit not shared on a pro rata basis by all holders of the class ofsecurities is received.


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(ii) To which the Company has made, during the Com-pany’s Last Fiscal Year or which the Company proposes tomake during the Company’s current fiscal year payments forproperty or services in excess of (A) 5% of the Company’s con-solidated gross revenues for the Company’s Last Fiscal Year($_______) or (B) 5% of such other entity’s consolidated grossrevenues for its Last Fiscal Year?

YES _______________ NO _______________

(iii) To which the Company was indebted,8 at the end of theCompany’s Last Fiscal Year, in an aggregate amount in excessof 5% of the Company’s total consolidated assets at the end ofthat fiscal year ($_______)?

YES _______________ NO _______________

(b) Are you, or in the past three years have you been, a partnerin, a controlling stockholder or an executive officer of, any for-profitbusiness organization to which the Company has made, orfrom which the Company has received, payments (other than thosearising from investments in Company securities) that exceed 5%of the Company’s or the business organization’s consolidatedgross revenues for that year, or $200,000, whichever is more? (5%of the Company’s gross revenues for each of the past 3 years is:2002-- $______; 2001 -- $_______; and 2000 -- $_______.)

YES _______________ NO _______________

If yes, please give the name(s) of such business organization(s)and the nature of such organization’s business:

(c) Are you now or have you been, during the Company’s LastFiscal Year:

(i) A member of, or of counsel to, a law firm that theCompany retained during the Company’s Last Fiscal Year or thatthe Company proposes to retain during the current fiscal year?

YES _______________ NO _______________

8 In calculating indebtedness, exclude:(i) Debt securities that have been publicly offered, admitted to trading on a

national securities exchange or quoted on the automated quotation system of a registeredsecurities association; or

(ii) Amounts due for purchases subject to usual trade terms.


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(ii) A partner or executive officer of any investmentbanking firm or accounting firm that performed services for theCompany (other than as a participating underwriter in a syndi-cate) during the Company’s Last Fiscal Year or that theCompany proposes to have perform services during the currentfiscal year?

YES _______________ NO _______________

(d) Are there any other relationships between you and theCompany or its management that are substantially similar in natureand scope to those described in this Question 17?

YES _______________ NO _______________

If you have answered “Yes” to any of the items in this Question 17,please describe (attach a supplemental page if necessary):

(1) the identity of the entity with which the Company has sucha relationship;

(2) the nature of your affiliation with such entity;

(3) the nature of the relationship between such entity and theCompany; and

(4) the amount of business conducted between the Companyand such entity during the Company’s Last Fiscal Year or proposedto be conducted during the Company’s current fiscal year.

Question 18: Board Meeting Attendance

[SEC Regulation S-K, Item 402(j) and Schedule 14A, Item 7(f)]

(a) The Company’s records indicate that of the ___ boardmeetings held during the Last Fiscal Year, you attended [___] ofsuch meetings, and that of the [__] meetings of the [______] commit-tee[s] on which you serve, you attended [___] such meetings. Is thiscorrect?

YES _______________ NO _______________

If no, please provide correct information.

(b) If you have been nominated to stand for election to theBoard of Directors of the Company at the 200_ Annual Meeting ofStockholders, do you agree to serve if elected?

YES _______________ NO _______________


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Question 19:

[For Question 19-20, SEC Regulation S-K, Item 402(a) and 404(a)]

If you are an executive officer of the Company, state whether: (a) youreceived any amount in the Last Fiscal Year (including any personal ben-efits) from any third party (individual or entity) or (b) anyone in yourimmediate family received any amount from the Company or its subsid-iaries, under any transaction or due to any relationship, including thosedescribed in Questions 12 and 13, the primary purpose of which was tofurnish you such compensation for services rendered to the Company orits subsidiaries and describe and state the amount(s) of compensationreceived.

Answer:

Question 20:

If you are a director of the Company, state whether: (a) you receivedany amount in the Last Fiscal Year (including any personal benefits) fromany third party (individual or entity) or (b) anyone in your immediatefamily received any amount from the Company or its subsidiaries,under any transaction or due to any relationship, including thosedescribed in Questions 12, 13 and 17, the primary purpose of which wasto furnish you such compensation and describe and state the amount(s)of compensation received.

Answer:

Question 21. Compliance with “Outside Director” Requirements ofInternal Revenue Service Regulation 1.162-27(e)(3).

Please respond to the following questions only if you are a Directorof the Company.

(a) If you are a former employee of the Company, its’ parentor any of its subsidiaries (for purposes of this Question __, the Com-pany, its parents and its subsidiaries are referred to collectively asthe “Affiliated Group”) and received compensation for your priorservices (other than benefits under a tax-qualified retirement plan)during the Company’s last fiscal year, please state the amount andnature of such compensation and the member of the AffiliatedGroup from which such compensation was received.

(b) (i) During the Last Fiscal Year did you or any entity(including any sole proprietorship, trust, estate, partnership,corporation or other entity) in which you own, or have owned,in excess of a 50% beneficial ownership interest (i) receive pay-ments, either directly or indirectly, from a member of the


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Affiliated Group in exchange for property or services (otherthan your service as a director) provided to the AffiliatedGroup, or (ii) enter into any agreement by which you or suchentity are entitled to receive payments for property and servicesprovided to the Affiliated Group?

YES _______________ NO _______________

(ii) Are you, or have you been during the Last Fiscal Year,an employee of, or self employed by, or have you owned duringthe Last Fiscal Year, a beneficial ownership interest in excess of5% but less than 50% in any entity (including any sole propri-etorship, trust, estate, partnership, corporation or other entity)to which the Affiliated Group made or proposes to make anypayments in exchange for property or services (other than ser-vices as director of a member of the Affiliated Group)?

YES _______________ NO _______________

If your answer is “Yes,” please answer the following question:

(A) Does the amount of such payments made or proposedto be made by the Affiliated Group exceed the lesser of (i) 5% ofsuch entity’s gross revenues for its last fiscal year or (ii) $60,000?

YES _______________ NO _______________

(iii) Are you, or have you been during the Last Fiscal Year,employed or self employed by an entity (including any sole pro-prietorship, trust, estate, partnership, corporation or otherentity) that performed personal services for the AffiliatedGroup? For purposes of this question, “Personal Services”includes personal or professional services such as legal,accounting, investment banking, management consulting andsimilar services.

YES _______________ NO _______________

If your response to any part of question __(b) is yes, please indicatethe amount of each such payment, the goods or services provided, theAffiliated Group member making or required to make such payments,and, if payment is not made to you, the nature of your interest in theentity receiving payment.

Question 22. [Include only if the Company was organized in the pastfive years]Transactions with Promoters. If you are a promoter of the Company,please:


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(a) State the nature and amount of anything of value (includ-ing money, property, contracts, options or rights of any kind notreported elsewhere herein) received, or to be received, by you,directly or indirectly, from the Company and the nature andamount of any assets, services or other consideration thereforreceived, or to be received, by the Company.

(b) As to any assets acquired, or to be acquired, by theCompany from you, state the amount at which the assets were or areto be acquired and the principle followed or to be followed in deter-mining such amount and identify the persons making thedetermination and their relationship, if any, with the Company orany promoter. If the assets were acquired by the promoter withintwo years prior to their transfer to the Company, also state the costthereof to you.

Answer:

I hereby acknowledge, by my execution and dating of this Question-naire in the places indicated below, that my answers to the foregoingquestions are true and correct to the best of my information and belief.If I am a nominee for director, I confirm my consent to being named assuch in the proxy statement and to serve if elected.

If at any time before the Annual Meeting I discover that my answerto any question was inaccurate, or if any event occurring subsequent tomy completion hereof would require a change in my answers to anyquestions, I agree to contact _________by telephone at (___) _________immediately.

DATED: ____________________________________________(Signature)


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Director Education Programs

Name of Program Website Address

American Society of Corporate Secretaries Issues Updates Seminars

http://fisher.osu.edu/exec/ethics/corpgovnrole.htm

Babson School of Executive Education and the NACD's 2003 Corporate Governance Seminars Series

http://www3.babson.edu/SEE/default.cfm

Bass, Berry & Sims PLC Directors and Officers Workshop

http://www.bassberry.com/

Center for Professional Education

http://www.cpeonline.com/corpgov/

Chicago-Stanford-Wharton Directors' Summit

http://www.directorsconsortium.net/directorsconsortium.nsf

College at the University of Richmond

http://www.boardcompliance.com/university_of_richmond_dc.htm

Columbia Business School http://www-1.gsb.columbia.edu/execed/Open/NYSE.html

Conference Board Directors' Institute

http://www.conference-board.org/knowledge/govern/govInstitute.cfm

Corporate Directors Forum - Directors Institute

http://www.directorsforum.org/

Corporate Governance After Sarbanes-Oxley: A "BootCamp" for Directors on their Changing Roles by Baruch College and Colorado State University

http://www.baruch.cuny.edu/cfi/

Corporate Governance Institute, a joint venture between the Corporate Directors Forum and San Diego State University College of Business

http://www-rohan.sdsu.edu/dept/corpgov/

Corporate Governance Program by Stanford University

http://www.gsb.stanford.edu/exed/cgp/


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Corporate Governance Programs by UCLA

http://www.directors.org/

Corporate Governance Series by Harvard Business School

http://goizueta.emory.edu/execed/di.html

Dartmouth's Center for Corporate Governance

http://mba.tuck.dartmouth.edu/ccg/

Deloitte & Touche / The Directors' Network - Continuing Education for Boards and Audit Committees

http://www.directorsnetwork.com/

Directors' College cosponsored by PricewaterhouseCoopers and the University of Delaware

http://www.be.udel.edu/ccg/

Duke University's Directors' Education Institute


Finance, Audit and Risk Issues, a Joint Program by Wharton and Chicago


Fluno Center of Executive Education

http://www.uwexeced.com/directorssummit/

Foley & Lardner's Directors Institute

http://www.foley.com/404.aspx?404;http://www.foley.com/resourcecenter/r_sem_full.asp

Goizueta Directors Institute at Emory University

http://goizueta.emory.edu/execed/di.html

Kellogg School of Management Corporate Governance Programs

http://www.kellogg.northwestern.edu/execed/programs/governance.htm

National Association of Corporate Directors

http://www.nacdonline.org/

New York University and New York Stock Exchange Directors' Institute

http://www.nyse.com/pdfs/NYSENYU%20Dir%20Instit.pdf

New York University School of Continuing and Professional Studies

http://www.scps.nyu.edu/


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New York University Stern School of Business Executive Program

http://www.stern.nyu.edu/executive/programs/programs_open.shtml

PLI's Directors' Institute on Corporate Governance

http://www.pli.edu/product/upprog_prod_detail/product_overview.asp-wtype=1&ptid=3&stid=8&pid=EN00000000013595

Robins School of Business Board of Directors College

http://www.boardcompliance.com/university_of_richmond_dc.htm

Seattle University School of Law

http://www.law.seattleu.edu/cle/events-mode=standard

Seminar on Corporate Governance and Audit Committee Reform by Ohio State University

http://fisher.osu.edu/exec/ethics/corpgovnrole.htm

SMU Dedman School of Law Corporate Directors' Institute Fall 2003 Program

http://smucdi.law.smu.edu/

Stanford Law School's Directors' College

http://www.law.stanford.edu/programs/execed/

State of Wisconsin Directors' Summit

http://uwexeced.com/directorssummit/

The Buck Stops in the Boardroom

http://www.thebuckstops.com/

The University of Georgia's Terry College of Business/NACD Directors' College

http://www.terry.uga.edu/exec_ed/director_education/

The University of Texas at Dallas, School of Management, The Institute for Excellence in Corporate Governance

http://som.utdallas.edu/iecg/

UC Irvine's Corporate Directors Conference

http://www.gsm.uci.edu/EventSites/CorpDirConf/index.asp

Vanderbilt Directors College http://law.vanderbilt.edu/about/news/2003/06_09.html

Wharton/SpencerStuart Directors' Institute

http://www-rohan.sdsu.edu/dept/corpgov/wharton.html


d&o questionnaire

Documents