Agenda* - Day 2 - January 12th, 2005

8:30 am 
Continental Breakfast

9:00 am 
Chairman's Recap of Day One

9:10 am 
Designing Executive Compensation Plans
• Factoring in business needs in the planning process
• Economic and legislative considerations
• Developing creative compensation strategies
• Establishing criteria for compensation program 
• Aligning reward strategies with corporate executive goals
• Instituting new compensation policies 
• Benchmarking and setting executive compensation levels
• Determining reasonable compensation
• Attracting and retaining management
Speaker: Blair N. Jones, Senior Vice President, Sibson Consulting, Inc.

10:15 am 
Morning Break

10:30 am
Developments in Deferred Compensation Arrangements
• New IRC Section 409A
• Status of related treasury regulations
• Constructive receipt
• Plan design implications
Speaker: Stewart Reifler, Shareholder, Vedder Price

11:30 am
Aligning Compensation Decisions With Shareholder Rights 
• Observing shareholder rights
• Managing overhang and dilution
• Annual equity usage rates
• Communicating changes
• Improving shareholder perception
Speaker: Susan Schroeder, Partner, Vivient Consulting

12:15 pm
Luncheon For Delegates & Speakers

1:15 pm 
Implementation of Executive Compensation Plans
• Tallying the total cost
• When Compensation Committee approval may not be valid
• Form 8-K considerations
• Shareholder approval requirements
• How to work with ISS and your institutional investors
• Proxy description practice pointers
Speaker: Arthur S. Meyers, Partner, Palmer & Dodge LLP

2:15 pm
Observing Corporate Governance Guidelines
• Is there a need for a governance policy change?
• Transparency and disclosure of executive compensation

3:00 pm
Afternoon Break

3:15 pm
Raising the Red Flag: Critical Concerns of Institutional Investors
• Compensation class action lawsuits-beyond red flags
• Poor executive compensation practices that are red flags
• Executive pay equity calibration as a red flag
• A defensible process and an informed board: for what, how much & how
• Best practice disclosures-beyond compliance and boiler plate for shareholders
• Real pay for real long term performance–the pay/performance matrix
• Defining excessive compensation–relative to what?
• Director liability & executive compensation: where bullet proofing the board = good governance
Speaker: Mark Van Clieaf, Managing Director, MVC Associates International

4:00 pm
The New Compensation Committee Report
• What compensation committees are, or should be, asking for and getting from management and consultants
• Total cost of management
• Return on management
• Historical pay vs. performance
• Wealth sensitivity analysis
• Analyzing severance, SERP’s, benefits and perq’s
Speaker: Don Delves, President, The Delves Group
               Shekhar Purohit, Senior Consultant, The Delves Group

4:45 pm
Conference Concludes

*agenda subject to change