(dated April 24, 2003)

Designated Role of Independent Consultant to Board Compensation Committee

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

Mission

1. Responsible solely to the Compensation Committee ("CC") and its chair
2. Performs services on behalf of CC in cooperation with management
3. Assist CC in developing and administering a total compensation program for executives that is competitive and performance-based and in the best long-term interests of the Company and its shareholders
4. Bring expertise, experience, independence and objectivity to the CC's deliberations, build and maintain credibility with both the Board and management

Role

1. Consultant is available to attend Committee meetings and conduct special projects at the Chair's request
   
   —Expectation is to attend at least one meeting a year -- typically the _____ meeting
2. Consultant will prepare a [annual/biennial] evaluation of the competitiveness of total compensation for the CEO and other members of senior management using public data from a peer group of companies approved by the Committee and/or a third-party compensation database
   
   —Competitive data for the CEO will come to the Committee without prior review by the CEO
   
   —Competitive information on the other members of management may be reviewed with CEO
3. Consultant will review an advance copy of each CC meeting agenda and minutes, and will review any materials prepared for the meeting as the Chair may direct
4. Consultant will review major management proposals on behalf of the Committee and will work cooperatively with staff to help assure that proposals to the Committee are developed in a coordinated fashion and conflict minimized
   
   —Consultant is available to review studies prepared by other consultants at the request of management or the CC Chair
5. Every [three] five years, the consultant will undertake a comprehensive review of executive compensation program on behalf of the Committee and with significant management input

Process

1. Only the CC and its Chair can hire or fire the consultant
2. Consultant's work will be coordinated with the management representative
3. The CC Chair and the consultant are expected to have direct contact
   
   —Any other communications or requests to the consultant from other CC or Board members are expected to come through the CC Chair
   
   —Likewise, any communications or requests to the consultant from management are expected to come through the management representative
4. Any project undertaken at management's request will be with the knowledge and consent of the Committee Chair
5. All charges for consultant services will be submitted to the company, with a copy to the CC Chair, in whatever detail required to substantiate consulting services rendered