Getting Back to Business Investors Who Move the Market and the 2003 Proxy Season: Hold Onto Your Hats! Lyle Ganske, Head of M&A Practice Rich Koppes, Of Counsel Jones Day January 17, 2003

I. The Background of the Current Environment: The Perfect Storm

The Background of the Current Environment: The Perfect Storm

The Agenda of Institutional Activists Board Independence Transparency Corporate Governance Guidelines / Empowerment of the Board Role of Committees Three Key Committees Committee Charters

Leadership Independent Chairman Lead Director / Presiding Director Non-Management Executive Sessions Director Retirement and Tenure Limits Director Education Board Evaluation / Self Evaluation The Agenda of Institutional Activists

Classified Boards Poison Pills Executive Pay / Stock Options Corporate Governance Grades / Ratings The Agenda of Institutional Activists

Future Issues Access to the Proxy Statement Nomination of Directors Directors Getting Them Paying Them Informing Them Meetings with Them Public Company Accounting Oversight Board Responsible, Long-Term Investors / Owners

Developing Strategies to Meet Institutional Investors’ Expectations Corporate Governance Guidelines/Best Practices Corporate Governance Officer Corporate Governance Strategies Communication with Shareholders