Mar 3, 2003



On Independent Director's Consulting Assignments:

That's an interesting point...would like to think through how that
would work...

1. Would only people who can promise x number of days for consulting
assignments be eligible to be on the board?

2. What if the expertise they get does not get used in a particular
year...does that get carried on the the next year to become 2x days?

3.Is there a conflict of interest when independent directors do
consulting assignments...? For example, would they make and
implement certain recommendations that they normally wouldn't have
if they were not stakeholders ??

4. Do these directors get 'double compensation' for being directors
and consultants...?

Interesting thoughts...