1. Tips for 2005: Preparing for the Proxy Wednesday, February 9, 2005 San Francisco NASPP Chapter Julia Vax, Howard Rice Alison Wright, Trucker Huss

2. Agenda Background Information Elements of Proxy Statement Code Section 409A Update Questions and Answers

3. Background Information Alan Beller: All Compensation Covered - Executive Compensation is Chapter II of Sarbanes-Oxley Act Proxy Statement - Know Your Source of Rules: Schedule 14A and Regulation S-K Information for Full Fiscal Year/Three Years D&O Questionnaires Information Not “Soliciting Material” and Not “Filed” or “Incorporated by Reference”

4. Summary Compensation Table Named Executive Officers - Know Who They Are and What You Include Annual Compensation - Salary, Bonus, Other (Perquisites, Tax Reimbursements) Long-Term Compensation - Restricted Stock, Options/SARs, LTIP Payouts All Other Compensation - Severance Benefits, Insurance Premiums Footnotes - Explain, Qualify and Quantify

5. Option/SAR Grants Table Last Fiscal Year - Disclose All Grants Individual Grants - Disclose All Material Terms Potential Realizable Value - May Disclose Historic Appreciation Grant Date Value - Disclose Valuation Method and Assumptions

6. Aggregated Option/SAR Exercises and FYE Option/SAR Values Table Shares Acquired on Exercise Value Realized - Difference Between FMV and Exercise Price Securities Underlying Unexercised Options/SARs at FYE - Separate Exercisable vs. Unexercisable Value of Unexercised In-the-Money Options/SARs at FYE - Separate Exercisable vs. Unexercisable

7. Long-Term Incentive Plan Table Definition of LTIP - Any Plan Providing Incentive for Performance Occurring Longer than One Fiscal Year (Excludes Options, SARs and Restricted Stock) Awards in Last Fiscal Year Number of Shares, Units or Other Rights Performances or Other Period until Maturation or Payout Estimated Value/Amount of Future Payouts under Plans Not Based on Stock Price

8. Pension Plan Table Supplemental Executive Retirement Plans (SERPs) Remuneration/Years of Service – Compensation Covered – Estimated Credited Years of Service – Form of Benefits Formula by Which Benefits Are Determined

9. Director Compensation Standard Arrangements - Disclose All Standard Compensation Paid (Cash, Equity, Other) for Board/Committee Service Other Arrangements - Disclose All Other Payments During Last Fiscal Year And Material Terms of Arrangement

10. Report on Repricing Options/SARs Trigger: NEOs Options/SARs Repriced During Last Fiscal Year Compensation Committee Must Explain Details and Basis Ten-Year Options/SARs Repricing Table – Last Ten Fiscal Years Covered – Repricing of Options/SARs Held by ANY Executive Officer – Date; Number of Underlying Securities; Market Price and Exercise Price at Time of Repricing; New Exercise Price; Original Term Remaining at Time of Repricing Six-months and One Day Repricings

11. Remaining Elements in Regulation S-K Item 402 Employment Contracts/Change-in Control Arrangements Compensation Committee Interlocks - Insider Participation in Compensation Decisions Compensation Committee Report Performance Graph

12. Security Ownership 5% or Greater Beneficial Owners - Review Schedules 13D and 13G Directors and Management - Include All Equity Awards Shares Exercisable Within 60 days Changes in Control Arrangements

13. Related Party Transactions Transactions with Management and Others - Covers: Directors, Executive Officers and 5% Holders, but Beware of Immediate Family Members Transactions Certain Business Relationships - Covers: Directors and Their Affiliated Entities Indebtedness of Management Transactions with Promoters

14. Compliance with Section 16(a) Review - All Forms 3, 4 and 5 Filed During Last Fiscal Year Report - Names of Each Director, Officer or 10% Holder Who Failed to Timely File Section 16(a) Reports Number of Late Reports and Number of Transactions Not Reported Timely Known Failures to File Retain Written Representation re Form 5s for Two Years

15. Section 409A Update Incentive Stock Options and Tax-Qualified ESPPs Nonstatutory Stock Options Stock Appreciation Rights Other Equity Awards

16. Questions and Answers

17. Disclaimer These materials have been prepared by Howard Rice Nemerovski Canady Falk & Rabkin, a Professional Corporation, and Trucker Huss, a Professional Corporation, for informational purposes only and are not legal advice. Transmission of the information is not intended to create, and receipt does not constitute, an attorney-client relationship. Anyone viewing this presentation should not act upon this information without seeking professional counsel. All rights reserved.

18. Contact Information Julia Vax: jvax@howardrice.comjvax@howardrice.com Alison Wright: awright@truckerhuss.comawright@truckerhuss.com