Second Open Meeting

of the

Shareholder Forum for Options Policies

To Be Decided: Marketplace Standards

1. How should advisory voting on compensation be adapted to benefit both investor and corporate decision-makers?

2. What information is needed by investors to authorize apportionments of their equity capital to corporate managers?

Agenda

1. Advisory voting:  Stephen M. Davis will present his preliminary report to the House Committee on Financial Services for its scheduled hearings on advisory voting, and will seek the views of Forum participants on advisory voting issues to be considered in the definitive “white paper” he is preparing as a Fellow of Yale’s Millstein Center for Corporate Governance.

2.  Investor information requests:  Participants will review questions drafted in a Forum workshop to develop examples of reasonable investor requests for information that may not be reported under new SEC rules.

3.  Information needed for corporate and investor decisions:  Participants will review the analytical requirements of professionals to determine what factual data should be accessible to support both corporate decisions about the design of compensation plans and investor decisions about capital allocation and voting.

4.  Principles of authorized capital allocations:  Proposed statements of principles will be developed to define conditions under which the apportionment of shareholders’ interests in their equity capital to corporate management is properly authorized.

More Information

Information about the Options Policies Forum, including its purposes and Conditions of Participation, can be found posted on its web site: www.shareholderforum.com/op

*Reservation requests and agenda suggestions may be addressed to the Forum's chairman, Gary Lutin, c/o Lutin & Company, 575 Madison Avenue, New York, New York 10022 (telephone 212-605-0335; email gl@shareholderforum.com).

March 5, 2007 (revised)

This Forum program is open, free of charge, to all shareholders of the invited corporate participants, and to any fiduciaries or professionals concerned with the investment decisions of those shareholders, according to the posted Conditions of Participation.  The Forum's purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their investment interests described in the Forum Summary.  As stated in the Conditions, all Forum participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

This Forum program has been organized with the support of Hermes Equity Ownership Services, Ltd.  It is the first in an expected series that will be managed by a not-for-profit “Institute” to be established for the purpose of continuing the Forum programs conducted by Gary Lutin.