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triangle Certain Transactions
triangle Section 16(a)
triangle Directors and Officers Liability Insurance
triangle Deadline for Submitting Proposals
triangle Exhibit A
triangle Directions to the Meeting


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DIRECTORS AND OFFICERS LIABILITY INSURANCE
We have an insurance policy that provides coverage for Directors and officers liability and fiduciary liability arising from employee benefit plans we sponsor. The directors and officers liability coverage provides that the insurance carriers will (1) reimburse us when we are legally allowed to indemnify our Directors and officers and (2) pay losses, including settlements, judgments and legal fees, on behalf of our Directors and officers when we cannot legally indemnify them. The fiduciary liability portion of the policy covers Directors and employees who serve as fiduciaries for our employee benefit plans. It covers losses from alleged breaches of fiduciary duty as defined in the Employee Retirement Income Security Act of 1974. Executive Risk Indemnity, Inc. issued this policy, which is effective from November 30, 1997 to November 30, 2000. We expect to renew similar coverage at expiration. Federal Insurance Company and other insurers led by Lloyd’s of London provide excess coverage. We pay an annualized premium for these coverages of approximately $640,000.

We also have a supplemental directors and officers liability insurance policy that covers additional losses in cases where we are not legally permitted to indemnify our Directors or officers. ACE Insurance Company Ltd. issued this policy which is effective November 30, 1997, to November 30, 2000. We expect to renew similar coverage at expiration. We pay an annualized premium for this policy of $138,000.

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