The following information is furnished for the Chief Executive Officer of
the Corporation for the year ended June 30, 2001 and those executive officers
of the Corporation who received salary and bonus in excess of $100,000 during
the year ended June 30, 2001.
Long-Term
Compensation
Annual Compensation Awards
-------------------------------------- ------------
Name and Fiscal Other Annual Number of All Other
Principal Position Year Salary Bonus(1) Compensation (2) Options Compensation (3)
------------------ ------ ------ -------- ---------------- --------- ---------------
Frank M. McCord 2001 $130,548 $33,030 -- -- $35,547
Chairman of the Board of the 2000 130,548 -- -- -- 11,580
Corporation and the Bank and 1999 130,548 52,370 -- -- 11,365
Chief Executive Officer of the
Corporation
Carol K. Nelson 2001 74,231 80,000 -- 100,000 --
President and Chief Operating
Officer of the Corporation and
President and Chief Executive
Officer the Bank
David R. Little 2001 83,000 26,000 -- 2,500 5,308
Executive Vice President of 2000 75,000 12,000 -- 2,000 6,404
the Bank 1999 73,000 21,875 -- 6,750 7,580
Steven R. Erickson 2001 86,350 70,000 -- 7,500 7,514
Executive Vice President of 2000 73,500 40,000 -- 8,000 7,692
the Bank 1999 70,000 35,010 -- 7,500 9,345
Lars H. Johnson 2001 106,667 30,000 -- 2,500 2,981
Executive Vice President and
Chief Financial Officer of the
Bank and Treasurer/Secretary
of the Corporation
----------------
(1) Officers' bonuses are paid in July of each year based on performance for the prior year. The numbers shown in this column
reflect such payments made in July of each year, except for Mr. McCord in 1999 and Mr. Erickson in 2000. For Ms. Nelson,
includes a bonus of $50,000 paid in connection with her employment with the Corporation and the Bank and a bonus of
$30,000 paid in July 2001, each pursuant to the terms of her employment agreement with the Bank. See "Employment
Agreement" herein for further information.
(2) Does not include perquisites which did not exceed $50,000 or 10% of salary and bonus.
(3) All Other Compensation for fiscal year 2001 includes the following: for Mr. McCord, cash contribution for accrued leave of
$27,449, employer contributions to 401(k) Plan of $3,848 and ESOP of approximately $4,250; for Mr. Little, employer
contributions to 401(k) Plan of $2,258 and ESOP of approximately $3,050; for Mr. Erickson, employer contributions to
401(k) Plan of $3,514 and ESOP of approximately $4,000; for Mr. Johnson, cash distribution of accrued leave of $2,346 and
employer contribution to Employee Stock Purchase Plan of $635.
Option Grants Table
-------------------
The following table sets forth information concerning the grant of stock options to the Chief Executive Officer and each named
executive officer during the fiscal year ended June 30, 2001.
Individual Grants(1)
------------------------------------------------------------
Number of Percent of Potential Realizable Value at
Securities Total Options Assumed Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation for Option
Options Employees in Price Expiration Term(2)
Name Granted(1) Fiscal Year ($/Sh) Date 5%($) 10%($)
----------- ----------- ------------- -------- ---------- -------- ----------
Carol K. Nelson 65,570 35.9% $7.63 1/25/11 $834,050 $1,296,975
34,430 18.9 7.63 1/25/11 436,805 681,025
Steven R. Erickson 2,500 1.4 7.75 12/15/10 31,850 49,650
2,500 2.7 6.75 7/25/10 62,150 94,700
David R. Little 2,500 1.4 7.75 12/15/10 31,850 49,650
Lars H. Johnson 2,500 1.4 7.75 12/15/10 31,850 49,650
----------------
(1) Options granted vest at the rate of 20% per annum after the second year of grant. Options will become immediately
exercisable in the event of a change in control of the Corporation. Options were granted under the Corporation's 1997
Stock Option Plan, as amended, and have an exercise price equal to the fair market value of the Common Stock on the date
of grant. Ms. Nelson was granted qualified options of 65,570 and non-qualified options of 34,430 on January 25, 2001.
Mr. Erickson was granted 5,000 options on July 25, 2000 and 2,500 options on December 15, 2000. Messrs. Little and
Johnson were each granted 2,500 options on December 15, 2000.
(2) The dollar gains under these columns result from calculations required by the SEC rules and are not intended to forecast
future price appreciation of the Common Stock of the Corporation. It is important to note that options have value to the
listed executive only if the stock price increases above the exercise price shown in the table during the effective option
period. In order for the listed executive to realize the potential values set forth in the 5% in the table, the price per
share of the Corporation's Common Stock would range from approximately $12.43 and $12.74, depending on the expiration date
of the options. For the 10% column the range of the stock price is $18.94 to $19.86 depending on the expiration date of
the option.
Option Exercise/Value Table
---------------------------
The following table sets forth information with respect to options exercised during the fiscal year ended June 30, 2001 and
remaining unexercised at the end of the fiscal year for the chief executive officer and the named executive officers.
Number of Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Value Options at Fiscal Year End at Fiscal Year End(1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
--------- ----------- -------- ----------- ------------- ----------- -------------
Frank M. McCord 3,500 $26,250 73,170 -- $585,360 $ --
Carol K. Nelson -- -- 6,886 93,114 55,088 744,912
Steven R. Erickson -- -- 14,525 24,819 116,200 198,552
David R. Little -- -- 34,491 9,500 275,928 76,000
Lars H. Johnson -- -- -- 52,500 -- 420,000
--------------------
(1) The value of unexercised in-the-money options is calculated using a fair market value of $8.00 as of June 30, 2001, based
on the last known trade on or before such date. Options have been adjusted for stock dividends.
Employment Agreement
The Bank entered into an employment agreement with Ms. Nelson
("Executive") on January 24, 2001, which was effective February 19, 2001. The
agreement provides that the Executive's base salary is subject to annual
review. The current base salary for Ms. Nelson is $200,000. In addition to
base salary, the agreement provides for the Executive's participation in the
employee benefit plans and other fringe benefits applicable to executive
personnel. The initial three-year term of the agreement may be extended
annually for an additional year at the discretion of the Board of Directors of
the Bank. The employment of the Executive is terminable at any time for cause
as defined in the agreement. In addition, the Executive may be terminated
without cause in which case the Executive would continue to receive base
salary, bonuses and other benefits over the remaining term of the agreement.
The agreement provides for payment of bonuses each year based on the
amount the Bank's net profit before taxes exceeds that of the prior fiscal.
The agreement also provides for the payment of severance benefits to the
Executive in the event of her termination of employment following a change in
control of the Bank or the Corporation. Such benefits would include, (i) if
the termination is within 12 months after the change in control, severance
benefit/pay three times the Executive's annual compensation and bonus for the
prior year paid, or (ii) if the termination occurs more than 12 months after
the change in control, the severance benefit/pay would be the Executive's
annual compensation and bonuses for the balance of the term of the agreement,
or two times the amount of the Executive's then current year base salary and
bonus, whichever is greater, and subject to reduction to avoid any "excess
parachute payment" for federal income tax purposes. The total cash payment due
under the agreement after the change of control, would be approximately
$750,000 within 12 months of the change of control and $600,000 if more than 12
months after the change of control. For purposes of the agreement, "change in
control" includes, among other things, a change in control within the rules and
regulations promulgated by the applicable banking agency, an event reportable
under Item 1 of the SEC's Current Report on Form 8-K, the acquisition by any
person of securities representing 25% or more of the outstanding securities of
the Bank or the Corporation, individuals who are members of the current board
of directors of the Corporation and the Bank cease to constitute at least
a majority thereof; or a plan of reorganization, merger, consolidation, or sale
of substantially all of the assets of the Bank or the Corporation in which the
Bank or the Corporation is not the resulting entity.
AUDIT COMMITTEE MATTERS
Audit Committee Charter
The Audit and Finance Committee operates pursuant to a Charter approved by
the Corporation's Board of Directors. The Audit and Finance Committee reports
to the Board of Directors and its responsibilities include overseeing and
monitoring financial accounting and reporting, the system of internal controls
established by management, and the audit process of the Corporation. The Audit
and Finance Committee Charter sets out the responsibilities, authority and
specific duties of the Audit and Finance Committee. The Charter specifies,
among other things, the structure and membership requirements of the Audit and
Finance Committee, as well as the relationship of the Audit and Finance
Committee to the independent accountants, the internal audit department, and
management of the Corporation. A copy of the Audit and Finance Committee
Charter is attached to this Proxy Statement as Exhibit A.
Report of the Audit and Finance Committee
The Audit and Finance Committee reports as follows with respect to the
Corporation's audited financial statements for the year ended June 30, 2001:
The Audit and Finance Committee has completed its initial review and
discussion of the Corporation's 2001 audited financial statements
with management;
The Audit and Finance Committee has discussed with the independent
auditors (KPMG, LLP) the matters required to be discussed by
Statement on Auditing Standards ("SAS") No. 61, Communication with
Audit Committees, as amended by SAS No. 90, Audit Committee
Communications, including matters related to the conduct of the audit
of the Corporation's financial statements;
The Audit and Finance Committee has received written disclosures, as
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committee, indicating all relationships, if
any, between the independent auditor and its related entities and the
Corporation and its related entities which, in the auditors'
professional judgment, reasonably may be thought to bear on the
auditors' independence, and the letter from the independent auditors
confirming that, in its professional judgment, it is independent from
the Corporation and its related entities, and has discussed with the
auditors the auditors? independence from the Corporation; and
The Audit and Finance Committee has, based on its initial review and
discussions with management of the Corporation's 2001 audited
financial statements and discussions with the independent auditors,
recommended to the Board of Directors that the Corporation's audited
financial statements for the year ended June 30, 2001 be included in
the Corporation's Annual Report to Stockholders.
Audit Committee: Dennis R. Murphy, Ph.D. Chairman
Henry Robinett
Ronald E. Thompson
David O'Connor
Independence and Other Matters
Each member of the Audit and Finance Committee is "independent," as
defined, in the case of the Corporation, under The Nasdaq Stock Market Rules.
The Audit and Finance Committee members do not have any relationship to the
Corporation that may interfere with the exercise of their independence from
management and the Corporation. None of the Audit and Finance Committee
members are current officers or employees of the Corporation or its affiliates.
COMPENSATION COMMITTEE MATTERS
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the Exchange Act that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following report and Performance Graph
shall not be incorporated by reference into any such filings.
Report of the Compensation and Personnel Committee
Under rules established by the SEC, the Corporation is required to provide
certain data and information in regard to the compensation and benefits
provided to the Corporation's Chief Executive Officer and other executive
officers of the Bank and Corporation. The Compensation and Personnel
Committee's duties are to establish and administer policies that govern
executive compensation for the Corporation. The Committee evaluates the
individual performance of the Chief Executive Officer, the President and Chief
Operating Officer, the Chief Financial Officer, and other senior level officers
and reviews compensation policies for all senior management. The Committee
receives input from the Chief Executive Officer on the other executive
officers' performance and has final authority to set individual compensation
levels.
The executive compensation policies of the Corporation are designed to
reflect the attainment of short and long-term financial performance goals and
to enhance the ability of the Corporation to attract and retain qualified
executive officers. The Committee considers a variety of subjective and
objective factors in determining the compensation package for individual
executives. These factors include the performance of the Corporation overall,
the responsibilities assigned to each executive, and the performance of each
executive in their assigned areas of responsibilities.
Base salary. The Corporation's compensation plan involves a combination of
salary and cash bonuses tied to short-term performance. Salary levels for
executive officers are designed to be competitive within the banking industry
based on a peer group analysis of Washington State financial institutions.
Specifically, the Committee reviews the compensation report on senior banking
executives commissioned by the Washington Financial League. Given the
Corporation's performance and size, the Committee concluded that the base
salaries of the reviewed executive officers will be adjusted appropriately for
fiscal 2002.
Bonus program. An incentive bonus plan is in effect for the executive
officers of the Corporation that was designed to compensate for performance.
The plan provided for a bonus pool to be shared by the Chief Executive Officer,
Chief Financial Officer, the Chief Credit Officer, and the Marketing Director,
based on net earnings of the Corporation above predetermined annual targets.
For the year ended June 30, 2000 no bonuses were paid to these executive
officers under the plan. For the year ended June 30, 2001 the bonus pool was
$87,343.
Option grants. The Committee selects employees who will receive stock
options and determines the number to be granted. Stock option grants are
designed to provide long-term incentives for key employees. The Committee
grants options throughout each year. All grants are made at current market
prices and vest over a number of years, depending on continued employment
pursuant to the 1997 Stock Option Plan, as amended. For the year ended June
30, 2001, 112,500 options were granted to the Corporation's named executive
officers, and a total of 182,500 were granted to all employees.
Compensation of the Chief Executive Officer. For the year ended June 30,
2001, the base salary of Frank M. McCord, Chairman of the Board and Chief
Executive Officer of the Corporation and Chairman of the Board of the Bank, was
$130,548. In addition, he received $33,030 in bonuses for the fiscal year
ended June 30, 2001. He was also credited with $8,098 in compensation relating
to his 401(k) and ESOP accounts. Mr. McCord's performance bonus reflected the
attainment of the specific performance criteria for the 2001 fiscal year
established by the Compensation and Personnel Committee. The Committee
believes that Mr. McCord's compensation is appropriate based on the
Corporation's overall performance.
Compensation and Personnel Committee
David W. Duce (Chairman)
Janice Halladay
Dwayne Lane
Brandt Westover
Paull H. Shin
Performance Graph. The following graph compares the Corporation's
cumulative stockholder return on its Common Stock with the return on the Nasdaq
(U.S. Stock) Index and a peer group of the Nasdaq's Financial Index. Total
return assumes (i) the reinvestment of all dividends and (ii) the value of the
investment in the Corporation's Common Stock and each index was $100 at the
close of trading on June 30, 1997.
* Assumes that the value of the investment in the Corporation's Common Stock
and each index was $100 on June 30, 1995, and that all dividends were
reinvested.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Corporation's executive
officers and directors, and persons who own more than 10% of any registered
class of the Corporation's equity securities, to file reports of ownership and
changes in ownership with the SEC. Executive officers, directors and greater
than 10% shareholders are required by regulation to furnish the Corporation
with copies of all Section 16(a) forms they file.
The Corporation had no shareholders during the year ended June 30, 2001
that owned greater than 10% of its Common Stock. Based solely on its review of
the copies of such forms it has received and written representations provided
to the Corporation by the above referenced persons, the Corporation believes
that all filing requirements applicable to its reporting officers and directors
were properly and timely complied with during the fiscal year ended June 30,
2001.
TRANSACTIONS WITH MANAGEMENT
As required by federal regulations, all loans or extensions by the Bank of
credit to executive officers and directors are made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons (except for loans made pursuant
to programs generally available to all employees) and do not involve more than
the normal risk of repayment or present other unfavorable features. In
addition, loans made by the Bank to a director or executive officer in an
amount that, when aggregated with the amount of all other loans by the Bank to
such person and his or her related interests, are in excess of the greater of
$25,000 or 5% of the Bank's capital and surplus (up to a maximum of $500,000)
are subject to approval in advance by a majority of the disinterested members
of the Board of Directors.
INDEPENDENT AUDITORS
KPMG, LLP was the Corporation's independent auditors for the fiscal year
ended June 30, 2001. The Board of Directors has appointed KPMG, LLP as
independent auditors for the fiscal year ending June 30, 2002. A
representative of KPMG, LLP is expected to be present at the Annual Meeting to
respond to stockholders' questions and will have the opportunity to make a
statement if he or she so desires.
Audit Fees
The aggregate fees billed to the Corporation by KPMG, LLP for professional
services rendered for the audit of the Corporation's financial statements for
fiscal 2001 and the reviews of the financial statements included in the
Corporation Forms 10-Q for that year, including travel expenses, were $103,000.
Financial Information Systems Design and Implementation Fees
KPMG, LLP performed no financial information system design or
implementation work for the Corporation during the fiscal year ended June 30,
2001.
All Other Fees
Other than audit fees, the aggregate fees billed to the Corporation by
KPMG, LLP for fiscal 2001, none of which were financial information systems
design and implementation fees, were $9,325. The Audit Committee of the Board
of Directors determined that the services performed by KPMG, LLP other than
audit services are not incompatible with KPMG, LLP maintaining its
independence.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
Annual Meeting, it is intended that proxies in the accompanying form will be
voted in respect thereof in accordance with the judgment of the person or
persons voting the proxies, including matters relating to the conduct of the
Annual Meeting.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy materials
for the 2002 annual meeting of stockholders, any stockholder proposal to take
action at such meeting must be received at the Corporation's executive offices
at 2828 Colby Avenue, Everett, Washington 98201 no later than May 18, 2002.
Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
The Corporation's Certificate of Incorporation provides that in order for
a stockholder to make nominations for the election of directors or proposals
for business to be brought before the Annual Meeting, a stockholder must
deliver notice of such nominations and/or proposals to the Secretary not less
than 30 nor more than 60 days prior to the date of the Annual Meeting; provided
that if less than 31 days' notice of the Annual Meeting is given to
stockholders, such notice must be delivered not later than the close of the
tenth day following the day on which notice of the Annual Meeting was mailed to
stockholders. Based on the date of the 2001 Annual Meeting, the Corporation
anticipates that, in order to be timely, shareholder nominations or proposals
intended to be made at the 2002 Annual Meeting must be made by September 17,
2002. As specified in the Certificate of Incorporation, the notice with
respect to nominations for election of directors must set forth certain
information regarding each nominee for election as a director, including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director, if elected, and certain information regarding the
stockholder giving such notice. The notice with respect to business proposals
to be brought before the Annual Meeting must state the stockholder's name,
address and number of shares of Common Stock held, and briefly discuss the
business to be brought before the Annual Meeting, the reasons for conducting
such business at the Annual Meeting and any interest of the stockholder in the
proposal.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Corporation. The
Corporation will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy material
to the beneficial owners of the Corporation's Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Corporation and Bank may solicit proxies personally, by electronic means or
telephone without additional compensation.
The Corporation's Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record at the close of
business on the Voting Record Date. Any stockholder who has not received a
copy of such Annual Report may obtain a copy by writing to the Secretary of the
Corporation. Such Annual Report is not to be treated as part of the proxy
solicitation material or as having been incorporated herein by reference.
A copy of the Form 10-K as filed with the SEC will be furnished without
charge to stockholders of record as of the close of business on the Voting
Record Date upon written request to Lars H. Johnson, Secretary, Cascade
Financial Corporation, 2828 Colby Avenue, Everett, Washington 98201. Reports,
proxy statements and other information filed by the Corporation are also
available on the Internet at the SEC's World Wide Web site at
http://www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
LARS H. JOHNSON
Secretary
Everett, Washington
September 15, 2001
Exhibit A
Cascade Financial Corporation
Audit and Finance Committee Charter
The Audit and Finance Committee of Cascade Financial Corporation is comprised
of not fewer than three outside Directors who meet the NASDAQ requirement for
independence.1 Members of the Audit and Finance Committee have a degree of
independence that will assure that any relationship with the corporation will
not interfere with their independence from management. The members of the
Committee are expected to have sufficient financial and accounting knowledge
and understanding to enable them to evaluate and conduct Committee business.
The Board approves members of the Audit and Finance Committee.
SPHERE OF RESPONSIBILITIES
The Audit and Finance Committee is responsible to the Board for the areas of
audit and compliance, asset and liability management, investments, risk
assessment, and technology management.
External
Review and recommend to the Board the engagement of the external auditor,
including fees.
Monitor, evaluate, and report to the Board on any changes in accounting
practice or standards.
Review all external audit findings; meet with the external auditors as
appropriate.
Recommend for implementation any corrective actions that might be required
or desired as a result of the audit.
Review the financial statements and any reports or other financial
information submitted to any governmental body or the public.
Internal
Engage the internal auditors ("IA").
Review the IA's performance.
Review and approve the audit schedule and any revisions to the schedule.
Review the reports relating to all audits and reviews undertaken by
the IA.
Review and monitor the implementation of management's responses to audit
findings.
Review the adequacy of internal controls including computerized
information systems controls and security.
Recommend changes to policies, practices, and procedures relating to
findings of internal audits.
Assess the needs of the internal audit function and provide support levels
appropriate to that need.
General
Review any significant disagreement among management and the independent
accountants.
Review with the independent accountants, internal audit and management the
extent to which changes or improvements in financial or accounting
practices, as approved by the Audit and Finance Committee, have been
implemented.
1. Independent Directors
The new rules specify the relationships that disqualify a director from being
considered ?independent? for purposes of serving as a member of an issuer's
audit committee. A director will not be considered ?independent? if, among
other things, he or she has:
been employed by the corporation or its affiliates in the current or past
three years;
accepted any compensation from the corporation or its affiliates in excess
of $60,000 during the previous fiscal year (except for board service,
retirement plan benefits, or nondiscretionary compensation);
an immediate family member who is, or has been in the past three years,
employed by the corporation or its affiliates as an executive officer;
been a partner, controlling shareholder or an executive officer of any
for-profit business to which the corporation made, or from which it
received, payments (other than those which arise solely from investments
in the corporation's securities) that exceed five percent of the
organization's consolidated gross revenues for that year, or $200,000,
whichever is more, in any of the past three years; or
been employed as an executive of another entity where any of the company's
executives serve on that entity's compensation committee.
* * * * *
REVOCABLE PROXY
CASCADE FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
October 16, 2001
The undersigned hereby appoints the official proxy committee consisting of
all of the members of the Board of Directors of Cascade Financial Corporation
("Corporation"), Everett, Washington, with full powers of substitution, to act
as attorneys and proxies for the undersigned, to vote all shares of Common
Stock of the Corporation which the undersigned is entitled to vote at the
Annual Meeting of Stockholders, to be held at the Everett Golf & Country Club,
1500 52nd Street, SE, Everett, Washington, on Tuesday, October 16, 2001 at 6:30
p.m., and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
1. The election as directors of all nominees listed below [ ] [ ]
(except as marked to the contrary below).
Janice Halladay
Henry Robinett
Craig G. Skotdal
INSTRUCTION: To withhold your vote for any individual
nominee, write the nominee's name on the line below.
FOR AGAINST ABSTAIN
--- ------- -------
2. In their discretion, upon such other matters
as may properly come before the meeting [ ] [ ] [ ]
The Board of Directors recommends a vote "FOR" the listed proposition.
This proxy will be voted as directed, but if no instructions are specified this
proxy will be voted "for" the proposal stated. If any other business is
presented at the meeting, this proxy will be voted by those named in this proxy
in their best judgment. At the present time, the board of directors knows of
no other business to be presented at the meeting. This proxy also confers
discretionary authority on the board of directors to vote with respect to the
election of any person as director where the nominee is unable to serve or for
good cause will not serve, and matters incident to the conduct of the annual
meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of the
Corporation at the Annual Meeting of the stockholder's decision to terminate
this proxy, then the power of said attorneys and proxies shall be deemed
terminated and of no further force and effect.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this Proxy, of the Notice of the Annual Meeting of Stockholders, a
Proxy Statement dated September 15, 2001 and the 2001 Annual Report to
Stockholders.
Dated:------------------------, 2001
-------------------------------- ---------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
-------------------------------- ---------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If a corporation, please sign in full
corporate name by the president or other authorized officer. If a partnership,
please sign in partnership name by authorized person. For joint accounts, only
one signature is required.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
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