DEFA14A 1 a2113143zdefa14a.htm DEFA14A

SCHEDULE 14A INFORMATION

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The following letter from the registrant to Dr. Martha Carter at Institutional Shareholder Services, dated June 16, 2003, may be disclosed to certain shareholders of the registrant in connection with its 2003 annual meeting.

June 16, 2003

Dr. Martha Carter
Institutional Shareholder Services

Dear Dr. Carter:

This letter is to confirm that:

        1.     Without the prior approval of the company's shareholders, options issued under any of the corporation's existing stock option plans will not be repriced, replaced, or regranted through cancellation, or by lowering the option exercise price of a previously granted award, and that,

        2.     The plan will be amended at our next Board of Directors meeting to reflect these clarifications and a copy of the amended plan will be sent to ISS.

Sincerely,

/s/ Jim O'Shea

Jim O'Shea
CEO or Chairman of the Compensation Committee