(dated March 14, 2003)

Procedures for Providing Full Service to Board Compensation Committee

Fred Cook, Frederic W. Cook & Co., Inc.

Annual Planning

1. Staff support executive to Compensation Committee provides outside consultant to Compensation Committee with dates, times and place of each Compensation Committee meeting scheduled for the upcoming year
   
   —And the annual calendar of recurring topics
2. Compensation Committee Chair tells outside consultant to Compensation Committee which meetings he or she is expected to attend, and the subjects to prepare for presentation
3. Staff support executive to Compensation Committee advises outside consultant to Compensation Committee as to major subject areas anticipated to come before the Committee during the next year and which meeting(s) they will be presented for review and decision

For Each Compensation Committee Meeting

1. Staff support executive to Compensation Committee sends outside consultant to Compensation Committee list of agenda items as soon as drafted
   
   —Background discussion of important topics as needed
2. Outside consultant to Compensation Committee confers with Compensation Committee Chair about any sensitive topics
3. Outside consultant to Compensation Committee reviews materials prepared for Compensation Committee book in advance of distribution to Committee, but perhaps at same time as presented to Compensation Committee Chair.
   
   —Outside consultant to Compensation Committee advises Compensation Committee Chair and Staff support executive to Compensation Committee of any issues
4. Outside consultant to Compensation Committee attends meeting if requested by Compensation Committee Chair
5. Staff support executive to Compensation Committee sends draft minutes to Compensation Committee Chair and outside consultant to Compensation Committee for review shortly after each meeting

Proxy Review

1. Staff support executive to Compensation Committee provides outside consultant to Compensation Committee with draft Committee report and compensation tables for new proxy statement
2. Outside consultant to Compensation Committee provides Staff support executive to Compensation Committee with suggestions for changes or new language