February 23, 2007 - Suggested Examples of Reasonable Information Requests

(For consideration at Forum's March 7, 2007 open meeting)

1.           Regarding performance measures used as a basis for awards:

(a)        What measures did you select and why?

(b)        How does each measure contribute to shareholder value?

(c)        What target did you set for each measure and why is that the appropriate goal?

(d)        What amounts would be paid out below and above the target and why is that an appropriate range of rewards for those levels of performance?

2.           What is the highest total value of all compensation and benefits that the company might be obligated to give each executive if the person’s employment is terminated during the next year?  Assuming different amounts may be required for different termination conditions, such as medical disability or a change of control, define the conditions requiring the highest amount.

3.           What are all existing compensation and benefit commitments to the CEO if the individual’s employment continues, with the total values based on the theoretical assumption that all commitments immediately vested?

4.           What is the amount of dividends received by the CEO during the past three years from unvested rights?

5.           What are the company's policies and procedures for dealing with compensation based on accounting numbers which are later restated?

6.           What percentage of capital appreciation is allocated to management and employees, compared with what is allocated to shareholders?

7.           What is the maximum number of shares of dilution possible under existing compensation plans, over each of the next 5 years and over the full term?

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.