IMPORTANT
Stockholders are cordially invited to attend the annual stockholders'
meeting. If you will be unable to attend the annual meeting in person, it is
important that you fill out, sign and return the enclosed proxy promptly in
order to insure a proper representation at the meeting.
BANGOR HYDRO-ELECTRIC COMPANY
NOTICE OF ANNUAL MEETING
MAY 17, 2000
To The Stockholders:
The Annual Meeting of the stockholders of Bangor Hydro-Electric Company will
be held on Wednesday, May 17, 2000 at 10:00 o'clock a.m. at the Rococo Room
of the Pilot's Grill restaurant, Hammond Street, Bangor, Maine for the
purpose of electing three directors to serve for three-year terms and to
transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 24, 2000 as
the record date for the determination of stockholders of the Company entitled
to notice of and to vote at the Annual Meeting. Accordingly, only
stockholders of record at the close of business on March 24, 2000 will be
entitled to vote at said meeting.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO DATE, SIGN and
RETURN the enclosed proxy. An addressed envelope, which requires no postage
if mailed in the United States, is provided for your use.
By Order of the Board of Directors
Andrew Landry
Clerk
Bangor, Maine
April 14, 2000
BANGOR HYDRO-ELECTRIC COMPANY
33 State Street
Bangor, Maine 04401
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 2000
The accompanying proxy to be mailed on or about March 31, 2000 is solicited
by the Board of Directors of Bangor Hydro-Electric Company and the cost of
such solicitation will be paid by the Company. The person giving the proxy
has the power to revoke it at any time before it is exercised (1) by delivery
to the Clerk of the Company of any written instrument which by its terms
revokes the proxy, (2) by duly executed proxy subsequent in time to the
original proxy, (3) by the presence of the stockholder at the Annual Meeting
and the giving of notice to the Clerk of the Company of such revocation, or
4) by giving notice in open meeting at the Annual Meeting of such revocation.
The Company will bear the cost of the solicitation of proxies, including the
charges and expenses of brokerage firms and others for forwarding
solicitation material to beneficial owners of shares of the Company's Common
Stock and Preferred Stock. In addition to the use of the mail, proxies may be
solicited by employees of the Company, by personal interview, by telephone or
by telegraph.
VOTING SECURITIES OUTSTANDING AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding 47,340 shares of Preferred Stock having general
voting rights of one vote per share, and, as of December 31, 1999, 7,363,424
shares of Common Stock having general voting rights of one-twelfth of one
vote per share. Stockholders of record at the close of business on March 24,
1999 will be entitled to vote at the Annual Meeting.
The following table sets forth as of December 31, 1999 information with
respect to persons known to management to be the beneficial owners of more
than 5% of any class of voting securities of the Company:
Name and Address of Amount and Nature Percent
Title of Class Beneficial Owner of Beneficial Ownership of Class
- ---------------------------------------------------------------------------
Common Stock FMR Corp. 736,300 shares 10.0%
82 Devonshire Street
Boston, Massachusetts 02109
The following table sets forth as of February 29, 2000 information with
respect to the beneficial ownership of equity securities by directors,
nominees for the office of director and named executive officers:
Title of Class Name of Beneficial Owner Beneficially Owned*
- ----------------------------------------------------------------------------
Common Robert S. Briggs 5,244
Preferred Robert S. Briggs 28
Common William C. Bullock, Jr. 10,000
Common Jane J. Bush 299
Common David M. Carlisle 2,427
Common Joseph H. Cyr 1,682
Common Marion M. Kane 260
Common Paul A. LeBlanc 452
Common Norman A. Ledwin 180
Common Carroll R. Lee 1,929
Common James E. Rier, Jr. 300
Common Frederick S. Samp 348
Common Directors & Executive Officers as a group (11) 23,152
Preferred Directors & Executive Officers as a group (11) 28
* The directors and executive officers of the Company as a group own a
beneficial interest in less than 1% of the Company's Common and Preferred
Stock.
ELECTION OF DIRECTORS
It is intended, unless otherwise instructed in the enclosed proxy, to vote
the proxies in favor of the election of the nominees named in the table on
the following page as directors to hold office until the expiration of their
respective terms and until their successors shall have been duly elected and
qualified. The nominees are now members of the Board of Directors of the
Company, each having served continuously since first elected.
If, for any reason, any of the nominees are unable to serve (which event is
not now anticipated) it is intended that such proxies will be voted for the
election of such other person or persons as may be designated by a majority
of the directors.
The following table sets forth the nominees and the directors whose terms
continue, their ages, other positions held by them with the Company, the date
when they first became a director and their business experience during the
last five years (including any other directorship held by them in any company
with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934 or subject to the requirements of Section
15(d) of that Act, or in any company registered as an investment company
under the Investment Company Act of 1940 (referred to in the table as
"Reporting Companies")):
Name and Became Business Experience During Last
Position (Age) Director 5 Years and Other Directorships
- ----------------------------------------------------------------------------
Class II (Nominees for term expiring in 2000)
Robert S. Briggs (56) 1985 Chairman of the Board; President and
Chairman of the Board; President Chief Executive Officer of the
and Chief Executive Officer Company; Director of Maine Yankee
Atomic Power Company; Trustee
of Eastern Maine Medical Center
William C. Bullock, Jr. (63) 1982 Chairman of the Board and Director
Director of Merrill Merchants Bancshares,
Inc. (a reporting company) and its
subsidiary, Merrill Merchants Bank;
Director of Eastern Maine Healthcare
Joseph H. Cyr (59) 1998 President of John T. Cyr & Sons,
Director Inc., a school and charter bus
company; Director of Merrill
Merchants Bancshares, Inc. (a
reporting company) and its
subsidiary, Merrill Merchants Bank
Class I (Directors whose terms expire in 2002)
Marion M. Kane (55) 1996 President of the Barr Foundation,
Director a not-for-profit charitable
organization that manages a
Charitable trust; until
December 31, 1999, President
of the Maine Community
Foundation, a not-for-profit
charitable foundation that manages a
pool of individual charitable funds;
Director of Maine Bank and Trust
Company
Norman A. Ledwin (58) 1996 President and Chief Executive
Director Officer and a Director of Eastern
Maine Healthcare, a healthcare
organization made up of not-for-
profit and for-profit entities
(including Eastern Maine Medical
Center, a not-for-profit regional
acute care hospital facility
James E. Rier, Jr. (54) 1998 President of Rier Motors Co., an
Director automobile dealership located
in Machias, Maine
Class III (Directors whose terms expire in 2001)
Carroll R. Lee (50) 1991 Senior Vice President and Chief
Senior Vice President & Operating Officer of the Company;
Chief Operating Officer Director of Maine Yankee Atomic
and Director Power Company; Director of Maine
Electric Power Company, Inc.;
President of the Board of Community
Health and Counseling Service, a
not-for-profit supplier of home and
mental health care services
David M. Carlisle (61) 1989 President, Prentiss & Carlisle
Director Companies, a timberland management
company; Director of Bangor
Savings Bank; Director of
Eastern Maine Healthcare
Jane J. Bush (54) 1990 Vice President and co-owner
Director of Coastal Ventures,
a retailing company
In 1999, the Board of Directors met on eleven occasions. The Board of
Directors has three stand-ing committees: an Audit Committee, an Investment
Committee and a Compensation Committee. The Audit Committee, consisting of
Ms. Bush (Chair), Mr. Carlisle, Mr. Rier and Ms. Kane reviews with the
independent public accountants the scope and results of their audit and other
services to the Company, reviews the adequacy of the Company's internal
accounting controls and reports to the Board as necessary. The Audit
Committee met twice in 1999. The Compensation Committee, consisting of Mr.
Bullock (Chair), Mr. Cyr and Mr. Ledwin, reviews the Company's executive
compensation and compensation policies in general, and makes recommendations
to the full Board of Directors. The Compensation Committee met five times in
1999. The Investment Committee, consisting of Mr. Bullock (Chair), Mr.
Carlisle, Ms. Kane, Mr. Briggs and other non-director members of management,
oversees the investments of the Company's pension funds. The Investment
Committee met four times in 1999. The Board does not have a nominating or
similar committee. Committee appointments will be reviewed after the Annual
Meeting. Directors who are not employees of the Company appoint from their
own number the members of the Audit Committee and the Compensation Committee.
Other committee assignments are made by the Chairman of the Board.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows, for the fiscal years ending December 31, 1999,
1998 and 1997, the cash compensation paid by the Company to the Chief
Executive Officer and to the other executive officers whose total salary and
bonus exceeded $100,000:
Summary Compensation Table-Annual Compensation
Other Annual
Name and Principal Position Year Salary Bonus Compensation *
- -------------------------------------------------------------------------
Robert S. Briggs 1999 $207,549 $66,499 $3,200
Chairman of the Board, President 1998 200,981 41,726 3,200
& Chief Executive Officer 1997 186,170 12,175 3,724
Carroll R. Lee 1999 $161,149 $37,968 $3,200
Senior Vice President & 1998 153,645 24,468 3,200
Chief Operating Officer 1997 140,663 9,899 2,813
Frederick S. Samp 1999 $112,574 $21,457 $2,527
Vice President-Finance & Law 1998 101,807 14,337 2,159
Paul A. LeBlanc 1999 $101,031 $19,197 $2,246
Vice President-Human Resources 1998 94,961 12,093 1,984
& Information Services
* For each named executive officer, Other Annual Compensation consists of
the Company's matching contribution to a 401(k) Plan.
The executive officers participate in a tax qualified defined benefit pension
plan that is also applicable to all employees. In addition, the executive
officers are parties to Supplemental Benefit Agreements with the Company
under which additional retirement benefits are to be paid. Said agreements
define the total pension amount to be paid to the executive officer by the
Company, with the supplemental amount defined as the difference between this
total amount due and the amount due to the executive officer under the tax
qualified pension plan applicable to all employees. The total amount of
pension benefit, as defined under the Supplemental Benefit Agreements, is a
function of the executive officer's age at retirement and his or her average
total compensation over a three-year period. Under the Supplemental Benefit
Agreements, no pension amount would be due until the executive officer
reaches age 55. At age 55, the executive officer would be entitled to receive
upon retirement 50% of his average total compensation over a three-year
period. The total pension amount to be paid upon retirement would increase
proportionately until a retirement age of 62, at which point the executive
officer would be entitled to receive upon retirement 75% of his average total
compensation over a three year period. The following table sets forth
estimated annual benefit amounts payable upon retirement after age 55 to the
executive officers:
AGE AT RETIREMENT
- ----------------------------------------------------------------------------
Average Total
Compensation 55 56 57 58 59 60 61 62+
$100,000 $50,000 $53,000 $57,000 $60,000 $64,000 $68,000 $72,000 $75,000
150,000 75,000 79,500 85,500 90,000 96,000 102,000 108,000 112,500
200,000 100,000 106,000 114,000 120,000 128,000 136,000 144,000 150,000
250,000 125,000 132,500 142,500 150,000 160,000 170,000 180,000 187,500
300,000 150,000 159,000 171,000 180,000 192,000 204,000 216,000 225,000
Compensation covered under the defined plan applicable to all employees is
total basic compensation exclusive of overtime, bonuses, and other extra,
contingent or supplemental compensation, and inclusive of compensation
deferred pursuant to the Company's Section 401(k) Plan. Compensation covered
under the tax qualified pension plan is limited to the amount set forth in
IRC Section 415. Subject to that limitation, it is essentially the same as
the amount shown as "Salary" in the Summary Compensation Table above.
Compensation covered by the Supplemental Retirement Agreements is total
compensation inclusive of bonuses, and other extra, contingent or
supplemental compensation, and compensation deferred pursuant to the
Company's Section 401(k) Plan. It is essentially the same as the sum of the
amounts shown as "Salary" and "Bonus" in the Summary Compensation Table
above.
"Average Total Compensation" for both plans is computed using the average of
the applicable annual compensation actually paid by the Company to the
Executive during the three (3) consecutive calendar years in which the
Executive's applicable compensation from the Company was the highest.
The total annual pension amounts shown in the Pension Plan Table above are
payable for the remainder of the executive officer's life after retirement.
If the executive officer's spouse survives the executive officer, the spouse
will receive an annual benefit for the remainder of her life equal to 50% of
the annual benefit payable to the executive officer. The total annual pension
amounts shown in the Pension Plan Table are not subject to any deduction for
Social Security or other offset amounts.
The named executive officers are parties to agreements under which in the
event 1) of a change of control of the Company as defined in the agreements
and 2) the covered party leaves the employment of the Company within one year
after the change of control, he would be entitled to receive a payment equal
to two years' salary based upon his average salary over the past three years.
He would also be entitled to receive the Company's standard health, life
insurance and disability benefits for a period of two years.
The executive officers also participate in a long-term disability income plan
which is also applicable to all employees. Under the plan, after 90 days of
disability, employees are entitled to receive 66 2/3% of their basic monthly
earnings up to a maximum monthly benefit of $5,000.
Directors who are not employees of the Company are paid a fee of $500 per
meeting for attendance at regular or special meetings of the Board, and $500
per meeting for attendance at committee meetings (unless the committee
meeting is held the same day as another meeting for which a full meeting fee
is paid, in which case the fee is $250). The directors are also paid an
annual retainer of $6,000. Directors who are employees of the Company receive
no fee for their services as directors.
COMPENSATION COMMITTEE INTERLOCKS
During 1999, Mr. Briggs, the Chairman of the Company's Board of Directors and
its President and Chief Executive Officer, served as a Trustee of Eastern
Maine Medical Center, a hospital facility located in Bangor, Maine. Mr.
Ledwin, who serves on the Board's Compensation Committee,is President, Chief
Executive Officer and a Director of Eastern Maine Healthcare, the
organization that owns and operates Eastern Maine Medical Center.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1999, the Company made payments to Eastern Maine Healthcare, its
subsidiaries and affiliates, of $1,030,777.23. Mr. Ledwin, who serves on the
Board of Directors and the Board's Compensation Committee, is President,
Chief Executive Officer and a Director of Eastern Maine Healthcare. Eastern
Maine Healthcare owns and operates Eastern Maine Medical Center, the second
largest hospital in the state of Maine and the largest in the region served
by the Company, as well as several other health care organizations in the
region. The Company provides health care benefits to its employees through a
self insured managed care plan. An independent plan administrator negotiates
on behalf of the Company the rates for health care services paid to
individual providers under the plan, including Eastern Maine Healthcare and
its affiliates.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company manages its compensation programs in a manner intended to
attract, retain and motivate its people. Compensation, including executive
compensation, is intended to be established at competitive levels, with
progress within competitive ranges dependent upon qualifications, experience
and individual performance. In considering salary adjustments for the chief
executive officer, the Committee's recommendation to the Board is based upon
the Committee's qualitative judgment with respect to the chief executive
officer's performance in attending to the Company's strategic priorities, and
the Company's financial results as measured against reasonable expectations.
Over the last several years, executive compensation has lagged competitive
levels as a result of the financial challenges the Company faced.
The Company has been evolving toward a system that relies on base salaries
that are competitive, but that, especially at executive and senior
management levels, depends increasingly on incentive awards for the
achievement of predetermined performance criteria in order to earn
compensation at higher levels within the applicable competitive range.
However, the Company's financial condition in periods prior to 1999 and the
nature of the issues that management had to address in order to restore the
Company's financial health made it impractical to establish meaningful
executive incentive plans and more comprehensive compensation packages, and
inappropriate to devote scarce resources toward doing so. The challenges the
Company faced arose from factors beyond the ability of current management to
control and, in the view of the Committee and the Board, the executive
officers of the Company performed exceptionally well in meeting those
challenges. The Company has had to maintain the competitiveness of the
compensation for management and employees at other levels in order to retain
talented people in critical functions. While the Committee and the Board
believed that this concern should apply to the executive officers as well,
the Board deferred to the willingness of the Company's executives to forego
attempts to keep their compensation at competitive levels while the Company
recovered its financial health. Now the Committee has returned its attention
to this subject. In 1998 and 1999, adjustments were made to the base salaries
of the executives in order to move them closer to the competitive range for
such salaries. In addition, the Committee completed a long-pending project to
implement revised supplemental executive retirement plans to replace plans
that are no longer appropriate, a project that had been delayed in view of
the more pressing priorities. The Company still does not have a long-term
incentive component to its compensation program, which means that total
compensa-tion, particularly at executive levels, remains below the
competitive range. The Committee intends to evaluate the alternatives for
addressing this matter.
Since 1991, the Company has maintained an annual incentive bonus program
applicable to all employees including executive officers. For the periods
presented in the compensation table, the plan included objective targets for
all employees in the areas of cost control, customer satisfaction, and
workplace safety. In addition, as in prior years, there was an employee
satisfaction target for all management people. For the senior management
group (including the executive officers), which develops and oversees the
accomplishment of the Company's annual strategic plan, additional targets
were established with respect to the accomplishment of components of the
annual plan. The potential bonus opportunity ranged from 4% of wages and
salaries generally, to 5% of salaries for middle management, to 8% of
salaries for senior management. These targets were partially achieved in
1997, resulting in a payout of approximately 2% of wages and salaries for
those below senior management, and approximately 1 1/2% of senior management
salaries (with the exception of Mr. Briggs, as discussed below). For 1998 the
targets were more fully achieved, resulting in a payout of about 3 1/2% of
wages and salaries generally, about 4 1/2% of salaries for middle management,
and about 7% of salaries for senior management. Performance for 1999 resulted
in a payout of 3.97% of wages and salaries generally, 4.8% of salaries for
middle management, and 6.5% of salaries for senior management.
In attempting to advance the goal discussed above of having a greater portion
of executive compensation be derived from incentive compensation, for the
periods presented in the compensation table the Committee recommended, and
the Board approved, discretionary bonus plans for the executive officers. In
1997, these individuals could earn up to an additional 8% of salary based
upon Committee (or full Board, in the case of Mr. Briggs) review of the
progress with respect to enumerated priorities established at the beginning
of the year. In early 1998, the Committee determined that each of the
officers had earned a portion of their respective opportunities. The
Committee determined that Mr. Briggs and Mr. Lee should each be awarded 7%
out of the 8% award potential. But in view of the Company's financial
performance in 1997 and given their broad, general accountability for overall
Company performance, these officers suggested to the Committee and the Board
that the Board's discretion to forego the payment of their awards should be
exercised. In the case of Mr. Briggs, this included the amount calculated as
earned under the general incentive bonus program described above, because the
payment of any incentive compensation award to the chief executive officer
remains subject to the specific approval of the full Board. The Board
believed that the performance of these officers warranted the payment of the
amounts earned, but agreed to an alternative form of payment in which one-
half of the amounts in question were paid forthwith, but the payment of the
remainder was contingent upon the Company's financial performance in 1998 and
the status of common dividend reinstatement at year-end 1998. The Company's
1998 financial results met the necessary target, but only one-half of the
remaining amounts were paid in view of the then-continuing suspension of
common dividend payments. The amounts not paid were forfeited. In 1998, the
Board adopted a revised plan establishing Mr. Briggs' potential award as
chief executive officer at 30% of salary, Mr. Lee's potential award as senior
vice president and chief operating officer at 20% of salary, and the
remaining executive officers at 15% of salary. Awards were once again
dependent upon a review of progress with respect to enumerated priorities. In
addition, payments were conditional upon the Company's 1998 financial
performance and the status of common dividend reinstatement at year-end. The
Board was of the opinion that the efforts of these executives contributed
substantially to the Company's progress in 1998, and that their maximum award
potentials had been earned. However, in view of the then-continuing
suspension of common dividends, the award payments to these officers under
this plan were limited to one-half of their respective award potentials. For
1999, a similar plan with the same award potentials was adopted for these
executives. The Committee evaluated the executives' performance soon after
the end of the year, and determined that they had earned an award equal to
85% of their respective award potentials.
COMPENSATION COMMITTEE
William C. Bullock, Jr., Chairman
Joseph H. Cyr
Norman A. Ledwin
Performance Graph
As shown in the line graph below, for a period beginning December 31, 1994
through December 31, 1999, a comparison is made of the cumulative total
returns for the Company, the Russell 2000 Index (a comparative broad market
index) and the Edison Electric Institute (EEI) Index of 100 investor-owned
electric utilities (a comparative peer group index). The Russell 2000 index
is an index composed of the smallest 2000 companies in a universe of the 3000
largest domestic publicly traded companies in terms of market capitalization.
Bangor Hydro-Electric Company
Comparison of Five-Year Cumulative Total Return
The Company, the Russell 2000 Index and the EEI Index
(graph submitted to SEC via FORM-SE)
- ----------------------------------December 31,---------------------------
1994 1995 1996 1997 1998 1999
- -------------------------------------------------------------------------
Bangor Hydro $100.00 $129.60 $111.32 $ 75.91 $157.19 $205.32
29.60% -14.10% -31.81% 107.07% 30.62%
EEI Index $100.00 $131.02 $132.59 $168.88 $192.34 $156.57
31.02% 1.20% 27.37% 13.89% -18.60%
Russell 2000 $100.00 $128.44 $149.62 $183.08 $178.42 $216.35
28.44% 16.49% 22.36% -2.55% 21.26%
- --------------------------------------------------------------------------
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers, LLP, One Post Office Square, Boston, Massachusetts
02109, were the independent public accountants for the Company for the 1999
fiscal year and have been selected for the 2000 fiscal year. The Company
expects that representatives of PricewaterhouseCoopers, LLP, will be present
at the Annual Meeting, will have the opportunity to make a statement, and
will be available to respond to appropriate questions.
VOTING PROCEDURES
Under the Company's Certificate of Organization, as amended, the Board of
Directors shall consist of not less than nine nor more than fifteen persons,
the exact number to be fixed from time to time by the Board of Directors. The
Certificate of Organization also requires that the directors be divided into
three classes with staggered three-year terms and that the classes be nearly
as equal in number as may be. At a meeting on March 23, 1994, the Board of
Directors fixed the number of Directors at nine and divided them into three
classes with three Directors in each class. The terms of the three Directors
in Class II will expire at the time of the Annual Meeting. Under Maine law,
those three candidates who receive the greatest number of votes cast at the
meeting, even if they do not receive a majority of the votes cast, shall be
deemed elected. Consequently, as long as votes are cast for at least three
candidates, abstentions and broker non-votes will have no effect on the
outcome of the election of Directors.
OTHER MATTERS
The management has no knowledge of any other matter to come before or to be
acted upon at the meeting. If, however, any other matter properly comes
before the meeting, it is the intention of the persons named in the proxy to
vote thereon in accordance with their judgment.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any proposals of stockholders of the Company intended to be presented at the
2000 Annual Meeting must be received by the Company on or before December 15,
2000 for inclusion in the proxy statement and form of proxy relating to that
meeting.
By Order of the Board of Directors,
Andrew Landry
Clerk
Bangor, Maine
April 14, 2000
PROXY
BANGOR HYDRO-ELECTRIC COMPANY
P.O. BOX 1599 BANGOR, ME 04402-1599
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert S. Briggs and Frederick S. Samp each
or either of them, with full power of substitution, proxies to vote all of
the stock of Bangor Hydro-Electric Company which the undersigned is entitled
to vote at the Annual Meeting of the Stockholders May 17, 2000, or at any
adjournment thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
---
| X | Please mark vote as in this example.
---
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR SPECIFIC DIRECTIONS BELOW.
IF THE PROXY IS SIGNED AND RETURNED WITHOUT SUCH DIRECTIONS, IT WILL BE VOTED
FOR ALL NOMINEES.
1. Election of Directors
Nominees: Robert S. Briggs, William C. Bullock, Jr., Joseph H. Cyr
FOR --- --- WITHHELD 2. In their discretion, the proxies
ALL | | | | FROM ALL are authorized to vote upon such
NOMINEES | | | | NOMINEES other business as may properly
--- --- come before the meeting.
---
| |
| |
--- --------------------------------------
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
--- MARK HERE
| | FOR ADDRESS
| | CHANGE AND
--- NOTE AT LEFT
Please sign exactly as name appears hereon. Executors, Administrators,
Trustees, etc. should so indicate when signing. Joint owners should each
sign.
Signature: Date:
------------------------- ----------
Signature: Date:
-------------------------- ----------
