YOUR VOTE IS IMPORTANT!
Please execute and return the enclosed proxy promptly whether or not
you plan to attend T. Rowe Price Group, Inc.'s Annual Meeting of Stockholders.
T. Rowe Price (registered trademark)
T. ROWE PRICE GROUP, INC.
100 East Pratt Street
Baltimore, MD 21202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 11, 2002
We will hold the Annual Meeting of Stockholders of T. Rowe Price Group,
Inc. at the Hyatt Regency Hotel, 300 Light Street, Baltimore, Maryland, 21202,
on Thursday, April 11, 2002, at 10:00 a.m. At this meeting, we will ask
stockholders to:
1) elect a Board of 15 Directors; and
2) vote on any other business that properly comes before the meeting.
Stockholders who owned shares of Price Group's common stock as of February
11, 2002, are entitled to attend and vote at the meeting or any adjournments.
BY ORDER OF THE BOARD OF DIRECTORS
Barbara A. Van Horn
Secretary
Baltimore, Maryland
March 4, 2002
PROXY STATEMENT
TABLE OF CONTENTS
Page
Introduction; Proxy Voting Information 1
Proposal: Election of Directors 2
The Nominees 2
The Board of Directors and Committees 5
Compensation Committee Interlocks and Insider Participation 5
Report of the Audit Committee 6
Compensation of Executive Officers and Directors 7
Summary Compensation Table 7
Option Grants in 2001 8
Aggregated Option Exercises in 2001 and
Option Values at December 31, 2001 8
Report of the Executive Compensation Committee 9
Stock Performance Chart 12
Certain Ownership of Price Group's Stock 13
Compliance with Section 16(a) of the
Securities Exchange Act of 1934 13
Selection of Independent Accountants 13
Disclosure of Fees Charged by Independent Accountants 13
Stockholder Proposals for the 2003 Annual Meeting 14
Other Matters 14
Exhibit A: Audit Committee Charter A-1
Terms used in this proxy statement:
o "We" and "Price Group" all refer to T. Rowe Price Group, Inc. except in the
Report of the Audit Committee and the Report of the Executive Compensation
Committee. In these reports, "we" refers to members of each respective
committee.
o "Meeting" refers to the 2002 Annual Meeting of Stockholders.
o "Price fund" means any mutual fund company or trust organized by T. Rowe
Price Associates, Inc. or T. Rowe Price International, Inc., subsidiaries
of T. Rowe Price Group, Inc.
o "You" refers to the stockholders of Price Group.
o "Price Associates" refers to T. Rowe Price Associates, Inc., a wholly-owned
subsidiary of Price Group. Price Associates organizes and serves as an
investment adviser to the Price funds.
o "T. Rowe Price International, Inc." refers to T. Rowe Price International,
Inc., formerly Rowe Price-Fleming International, Inc., which is the
investment adviser to the Price international funds.
PROXY STATEMENT
INTRODUCTION; PROXY VOTING INFORMATION
We are sending you this proxy statement and the accompanying proxy card in
connection with the solicitation of proxies by Price Group's Board of Directors
for the meeting just described in the notice and at any adjournments or
postponements. The purpose of the meeting is to:
1) elect a Board of 15 Directors; and
2) act upon any other business that properly comes before the meeting.
This proxy statement, proxy card, and our 2001 Annual Report to
Stockholders, containing Price Group's financial statements and other financial
information for the year ended December 31, 2001, form your meeting package. We
sent you this package on or about March 5, 2002.
At the close of business on February 11, 2002, the record date of the
meeting, 123,329,009 shares of Price Group's common stock, par value $.20 per
share, were outstanding and entitled to vote at the meeting. We have
approximately 3,900 stockholders of record. In electing directors, stockholders
may cast one vote per share owned for each director to be elected; stockholders
cannot use cumulative voting. If the number of votes present or represented at
the meeting are sufficient to achieve a quorum, directors who receive a
plurality of these votes (excluding abstentions and broker non-votes) are
elected to serve until the 2003 annual meeting or until their successors are
elected and qualify. Under Price Group's charter, the "one share: one vote"
policy may be modified in the case of certain persons and groups owning in
excess of 15% of our common stock. We do not believe this provision will apply
to any stockholders voting at this meeting.
Price Group will pay for the costs of soliciting proxies and preparing the
meeting materials, and has retained Georgeson Shareholder Communications Inc. to
assist us in soliciting proxies for a fee of $6,000 plus reimbursement for
out-of-pocket expenses. We ask securities brokers, custodians, nominees, and
fiduciaries to forward meeting materials to our beneficial stockholders as of
the record date, and will reimburse them for the reasonable out-of-pocket
expenses they incur. Directors, officers, and employees of Price Group and our
subsidiaries may solicit proxies personally or by telephone or telegram, but
will not receive additional compensation.
The Board of Directors has selected James S. Riepe, George A. Roche, and M.
David Testa to act as proxies. When you sign and return your proxy card or vote
your shares using the telephone or internet connections to Wells Fargo
Shareowner Services, our transfer agent and proxy tabulator, you appoint Messrs.
Riepe, Roche, and Testa as your representatives at the meeting. If you wish to
change your vote before the meeting, deliver a letter revoking the proxy to
Price Group's Secretary (Barbara A. Van Horn, c/o T. Rowe Price Group, Inc., 100
East Pratt Street, Baltimore, MD 21202) or properly submit another proxy bearing
a later date. Even if you vote your proxy before the meeting, you may still
attend the meeting, file a notice revoking the previously submitted proxy, and
then vote again in person. The last proxy properly submitted by you before the
voting is closed at the meeting will be counted.
You will be able to vote your proxies in three ways:
1) by mail - complete the enclosed proxy card and return it in the
envelope provided;
2) by telephone - as prompted by the telephone voting menu, enter a
company number and control number, both of which are found on your
proxy card, to confirm your voting authority and instruct the proxies
on how to vote your shares; or
3) by using the internet - as prompted by the menu found at
http://www.eproxy.com/trow/, enter a company number and control number
to gain access to the voting site.
Remember, no matter which voting method you use, you may revoke your proxy
and resubmit a new one at the meeting, or no later than noon Eastern Time on
April 10, 2002, if you vote by telephone or access the internet voting site. Our
counsel has advised us that these three voting methods are permitted under the
corporate law of Maryland, the state in which Price Group is incorporated.
If your shares are held in a brokerage account, you will receive a full
meeting package including a proxy card to vote your shares. Your brokerage firm
may also permit you to vote your proxy by telephone or the internet. Brokerage
firms have the authority under New York Stock Exchange rules to vote their
clients' unvoted shares on certain routine matters, one of which is the election
of directors. If you do not vote your proxy, your brokerage firm may choose to
vote for you or leave your shares unvoted. We urge you to respond to your
brokerage firm so that your vote will be cast.
ELECTION OF DIRECTORS
Fifteen directors currently serve on our Board of Directors. The Board has
nominated all of them to hold office until the next annual meeting of
stockholders and until their respective successors are elected and qualify.
All properly executed proxies received in time to be tabulated for the
meeting will be voted FOR the election of the nominees named in the following
table, unless otherwise specifically instructed. If any nominee becomes unable
or unwilling to serve between now and the meeting, proxies will be voted FOR the
election of a replacement designated by the Board of Directors.
The Nominees
The following are brief biographical sketches of the 15 nominees. Unless
otherwise noted, they have been officers of the organizations named below or of
affiliated organizations as their principal occupations for more than five
years. Nominees who are employees of Price Group may also serve as directors or
officers of Price Associates or Price International, each of which is an
investment adviser to certain of the Price funds. Information regarding
committee membership, the number of shares of Price Group's common stock owned
by each nominee as of the record date, and the percent of individual beneficial
ownership if 1% or greater is also included. Unless otherwise indicated in the
footnotes that follow, the nominees have sole voting and disposition powers over
the shares beneficially owned by them.
The Board of Directors recommends that you vote FOR all of the following
nominees:
Edward C. Bernard, age 45, has been a director of Price Group since 1999, a
managing director since 1995, a vice president between 1989 and 1995, and an
employee since 1988.
459,803 shares (1)
D. William J. Garrett, age 56, has been an independent director of Price Group
since April 2001, and is a member of both the Audit and Executive Compensation
Committees. He was the Group Chief Executive of Robert Fleming Holdings Limited
from 1997 until 2000 when the company was acquired by the Chase Manhattan
Corporation. He also served as a director of Rowe Price-Fleming International,
Inc. (now Price International) from 1981 until 2000.
6,000 shares (2)
James H. Gilliam, Jr., age 56, has been an independent director of Price Group
since September 2001, and is a member of the Executive Compensation Committee.
He is an attorney and businessman. From 1979 until 1998, Mr. Gilliam held
various positions with Beneficial Corporation, and was its Executive Vice
President, General Counsel, and member of the Board of Directors at the time of
its 1998 merger with Household International, Inc., a diversified financial
services firm. He is a member of Household's Board of Directors.
1,000 shares
(see notes on page 4)
Donald B. Hebb, Jr., age 59, has been an independent director of Price Group
since 1999, and is a member of the Audit, Executive, and Executive Compensation
Committees. He has been the managing general partner of ABS Capital Partners, a
private equity firm, since 1993. He also serves on the Board of Directors of SBA
Communications Corporation, an owner and operator of wireless communications
infrastructure in the United States, and OTG Software, Inc., a provider of
online data storage management and data access software.
9,500 shares (3)
Henry H. Hopkins, age 59, has been a director of Price Group since 1987, a
managing director since 1989, a vice president between 1976 and 1989, and an
employee since 1972.
1,228,780 shares (4)
James A.C. Kennedy, age 48, has been a director of Price Group since 1996, the
director of the Equity Division of Price Associates since 1997, a managing
director since 1990, a vice president between 1981 and 1990, and an employee
since 1978. He is a director or trustee of 21 equity funds within the Price
funds.
1,684,849 shares (1.36%) (5)
John H. Laporte, age 56, has been a director of Price Group since 1996, a
managing director since 1989, a vice president between 1978 and 1989, and an
employee since 1976. He is a director or trustee of nine equity funds within the
Price funds and serves as president of one fund.
2,323,744 shares (1.88%) (6)
Richard L. Menschel, age 68, has been an independent director of Price Group
since 1995, is chairman of the Executive Compensation Committee, and serves on
the Nominating Committee. He holds the title of Senior Director of Goldman
Sachs, an investment banking firm for which he worked for over 25 years. Mr.
Menschel retired from Goldman Sachs more than five years ago and is no longer an
employee of Goldman Sachs.
43,000 shares (7)
William T. Reynolds, age 53, has been a director of Price Group since 1996,
director of the Fixed Income Division since 1994, a managing director since
1990, a vice president between 1983 and 1990, and an employee since 1981. He is
a director or trustee of 19 fixed income funds within the Price funds, serves as
chairman of two of these funds, and is president of 15 funds.
1,180,655 shares (8)
James S. Riepe, age 58, has been a director of Price Group since 1981, a vice
chairman since 1997, a managing director since 1989, a vice president between
1981 and 1989, and director of the Investment Services Division and an employee
since 1981. He is chairman of two of the 53 Price funds for which he serves as a
director or trustee. Mr. Riepe is a member of the Executive Committee.
2,957,160 shares (2.39%) (9)
George A. Roche, age 60, has been a director of Price Group since 1980, chairman
and president since 1997, chief financial officer between 1984 and 1997, a
managing director since 1989, a vice president between 1973 and 1989, and an
employee since 1968. He is chairman of the Executive and Nominating Committees,
but will resign his position as a member of the Nominating Committee after this
year's annual meeting.
3,478,384 shares (2.81%) (10)
Brian C. Rogers, age 46, has been a director of Price Group since 1997, a
managing director since 1991, a vice president between 1985 and 1991, and an
employee since 1982. He is president of two Price funds.
1,326,857 shares (1.07%) (11)
M. David Testa, age 57, has been a director of Price Group since 1981, a vice
chairman and the chief investment officer since 1997, a managing director since
1989, a vice president between 1976 and 1989, and an employee since 1972. Mr.
Testa also served as chairman of Price International from 1982 until 2000. He is
a director or trustee of 53 equity or fixed income funds within the Price funds,
serves as chairman of one of these funds, and is the president of two funds. Mr.
Testa is a member of the Executive Committee.
2,364,043 shares (1.90%) (12)
Martin G. Wade, age 58, has been a director of Price Group since 2000, and a
managing director since 2000. He has been the chairman of Price International
since 2000, and a director since 1994. He also is a director of four of Price's
international funds, and chairman of three of these funds.
471,500 shares (13)
Anne Marie Whittemore, age 55, has been an independent director of Price Group
since 1995, is the chairman of the Audit Committee, and is a member of the
Executive Compensation and Nominating Committees. She is a partner in the law
firm of McGuireWoods LLP and serves as a director of Owens & Minor, Inc., a
distributor of medical and surgical supplies, and Albemarle Corporation, a
manufacturer of specialty chemicals.
43,800 shares (14)
Beneficial ownership of common stock
by all directors and executive officers
as a group (21 persons) 19,318,392 shares
(14.91%) (15)
- --------------------------------------------------------------------------------
(1) Includes 286,796 shares that may be acquired by Mr. Bernard within 60
days upon the exercise of stock options. Also includes 24,000 shares
owned by a member of Mr. Bernard's family. Mr. Bernard disclaims
beneficial ownership of the shares identified in the preceding
sentence.
(2) Includes 6,000 shares that may be acquired by Mr. Garrett within 60
days upon the exercise of stock options.
(3) Includes 9,000 shares that may be acquired by Mr. Hebb within 60 days
upon the exercise of stock options.
(4) Includes 96,992 shares that may be acquired by Mr. Hopkins within 60
days upon the exercise of stock options.
(5) Includes 371,104 shares that may be acquired by Mr. Kennedy within 60
days upon the exercise of stock options.
(6) Includes 516,200 shares that may be acquired by Mr. Laporte within 60
days upon the exercise of stock options. Also includes 353,984 shares
held by, or in trusts for, members of Mr. Laporte's family. Mr.
Laporte disclaims beneficial ownership of the shares identified in the
preceding sentence.
(7) Includes 43,000 shares that may be acquired by Mr. Menschel within 60
days upon the exercise of stock options.
(8) Includes 468,000 shares that may be acquired by Mr. Reynolds within 60
days upon the exercise of stock options. Also includes 10,800 shares
owned by a member of Mr. Reynolds' family. Mr. Reynolds disclaims
beneficial ownership of the shares identified in the preceding
sentence.
(9) Includes 547,236 shares that may be acquired by Mr. Riepe within 60
days upon the exercise of stock options. Also includes 145,000 shares
held in a charitable foundation for which Mr. Riepe has voting and
disposition power, and 330,000 shares held by, or in trusts for,
members of Mr. Riepe's family. Mr. Riepe disclaims beneficial
ownership of the shares held by, or in trusts for, family members.
(10) Includes 620,800 shares that may be acquired by Mr. Roche within 60
days upon the exercise of stock options. Also includes 800,000 shares
held by, or in trusts for, members of Mr. Roche's family. Mr. Roche
disclaims beneficial ownership of the shares identified in the
preceding sentence.
(11) Includes 645,600 shares that may be acquired by Mr. Rogers within 60
days upon the exercise of stock options.
(12) Includes 1,096,800 shares that may be acquired by Mr. Testa within 60
days upon the exercise of stock options. Also includes 80,000 shares
held in trusts for members of Mr. Testa's family. Mr. Testa disclaims
beneficial ownership of the shares identified in the preceding
sentence.
(13) Includes 451,500 shares that may be acquired by Mr. Wade within 60
days upon the exercise of stock options.
(14) Includes 43,000 shares that may be acquired by Mrs. Whittemore within
60 days upon the exercise of stock options.
(15) Includes 6,278,577 shares that may be acquired by all directors and
executive officers as a group within 60 days upon the exercise of
stock options.
During 2001, an affiliate of Goldman Sachs performed services for Price
Group, including security brokerage services. Mr. Menschel has been retired from
Goldman Sachs for over five years and did not receive any compensation from
Goldman Sachs relating to these services or otherwise. Executive and other
officers of Price Group hold investments in two funds managed by ABS Capital
Partners, which in each case represent less than 1% of the amount invested or
committed to be invested in these funds.
The Board of Directors and Committees
During 2001, there were six meetings of the Board of Directors. Each
director attended at least 75% of the combined total number of meetings of the
Board and Board committees of which he or she was a member. The Board of
Directors of Price Group has an Audit Committee, Executive Committee, Executive
Compensation Committee, and a Nominating Committee.
The Audit Committee, which met six times during 2001, is composed of three
non-employee directors who meet the independence criteria established by the
National Association of Securities Dealers, Inc. The Board of Directors has
adopted a written charter for the Audit Committee. The report of the Audit
Committee describes the scope of authority of the committee and may be found on
page 6. The committee's charter is included as Exhibit A.
The Executive Committee functions between meetings of the Board of
Directors. It possesses the authority to exercise all the powers of the Board
except as limited by Maryland law. If the committee acts on matters requiring
formal Board action, those acts are reported to the Board of Directors at its
next meeting for ratification. The Executive Committee approved three matters by
unanimous written consent in lieu of meetings during 2001.
As will be further described in the Report of the Executive Compensation
Committee, this committee establishes the compensation for certain executive
officers and generally reviews benefits and compensation for other officers and
key employees. It also administers our stock incentive and stock purchase plans
and the Executive Incentive Compensation Plan. The committee met five times
during 2001.
The Nominating Committee advises the Board of Directors on the selection
and nomination of individuals to serve as directors of Price Group. Nominations
for director submitted to the committee by stockholders are evaluated according
to our needs and the nominee's knowledge, experience, and background. The
Nominating Committee met three times during 2001.
Mr. Roche is resigning from his position as a member of the Nominating
Committee after this year's annual meeting, after which all of its members will
be independent directors.
Compensation Committee Interlocks and Insider Participation
None of our directors or other executive officers served as a director or
executive officer for another corporation that has a director or executive
officer serving on our Board of Directors.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees Price Group's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process, including the systems of
internal controls. Our committee held six meetings during 2001.
In fulfilling our oversight responsibilities, we reviewed with management
the audited financial statements prior to their issuance and publication in the
2001 Annual Report to Stockholders. In addition, we reviewed with our
independent accountants, who are responsible for expressing an opinion on the
conformity of those audited financial statements with generally accepted
accounting principles, their judgments as to the quality, not just the
acceptability, of Price Group's accounting principles and other matters required
to be discussed with the committee under generally accepted auditing standards.
We also discussed with the independent accountants their independence from
management and Price Group, including the matters in the written disclosures
from the independent accountants pursuant to Independence Standards Board
Standard No. 1. We further considered whether the provision by the independent
accountants of the non-audit services described elsewhere in this proxy
statement is compatible with maintaining their independence. Finally, we
recommended, and the Board of Directors approved, the selection of KPMG LLP as
Price Group's independent accountants for 2001.
We also discussed with Price Group's internal auditors and independent
accountants the overall scope and plans for their respective audits. We met with
the internal auditors and independent accountants, with and without management
present, to discuss the results of their examinations, their evaluations of
Price Group's internal controls, and the overall quality of financial reporting.
In reliance upon the reviews and discussions referred to above, we
recommended to the Board of Directors, and the Board approved, the inclusion of
the audited financial statements in the Annual Report on Form 10-K for the year
ended December 31, 2001 for filing with the Securities and Exchange Commission.
Anne Marie Whittemore, Chairman
Donald B. Hebb, Jr.
D. William J. Garrett
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table. The following table summarizes the compensation of
certain of our executive officers who received the highest compensation during
2001.
Summary Compensation Table
Long-Term All Other
Annual Compensation (1) Compensation Award Compensation(3)
- --------------------------------------------------------------------------------
Number of
Securities
Name and Underlying
Principal Options
Position Year Salary Bonus (2) Granted (#)
- --------- ----- -------- --------- ------------
George A.
Roche 2001 $300,000 $1,700,000 0 $25,653
Chairman
and 2000 300,000 2,500,000 50,000 25,033
President 1999 300,000 2,500,000 50,000 25,100
James S.
Riepe 2001 300,000 1,700,000 0 24,153
Vice
Chairman 2000 300,000 2,500,000 56,986 23,533
1999 300,000 2,500,000 52,373 23,600
M. David
Testa 2001 300,000 1,700,000 0 28,653
Vice
Chairman 2000 300,000 2,500,000 50,000 28,033
1999 300,000 2,500,000 50,000 28,100
James A.C.
Kennedy 2001 300,000 1,600,000 80,000 32,728
Managing
Director 2000 300,000 2,000,000 80,000 28,308
1999 300,000 1,750,000 80,000 54,872
William T.
Reynolds 2001 300,000 1,400,000 60,000 24,482
Managing
Director 2000 300,000 1,650,000 60,000 28,071
1999 300,000 1,500,000 80,000 54,208
- --------------------------------------------------------------------------------
(1) No officer named in this table received any perquisites or other
personal benefits, securities or property whose total value exceeded
the lesser of either $50,000 or 10% of his total 2001 salary and bonus
reported above, except as described in Note 3.
(2) Bonuses for 2001, 2000, and 1999 were paid under the Executive
Incentive Compensation Plan. Bonuses may vary significantly from year
to year and among eligible employees. See "Report of the Executive
Compensation Committee."
(3) The following types of compensation may be included in other
compensation:
a. Contributions made under the T. Rowe Price U.S. Retirement
Program, formerly the Basic Retirement and 401(k) Plus
Plans. This plan provides retirement benefits based on the
investment performance of each plan participant's account.
b. Directors' fees paid by a wholly-owned subsidiary of Price
Group.
c. Matching contributions paid under our Employee Stock
Purchase Plan.
d. The appraised fair market value of an interest in a limited
liability company formed by Price Associates to hold certain
venture capital funds and be distributed to certain officers
and key employees.
e. Additional cash compensation representing payment for an
amount that could not be credited to the officer's
retirement account due to contribution limits imposed under
Section 415 of the Internal Revenue Code.
Option Grants Table. The following table shows the number of stock options
granted in 2001 to the executive officers named in the Summary Compensation
Table and other information regarding their grants. Stock options are granted at
100% of fair market value on the date of grant and are generally exercisable in
five equal increments on the first through fifth anniversaries of the grant
date. There is a provision in all existing option agreements under our 2001
Stock Incentive Plan that may accelerate the vesting of currently outstanding
but unexercisable options or future option grants so that all options will
become exercisable for the one-year period following a change in control of
Price Group. The Executive Compensation Committee may modify or rescind this
provision, or make other provisions for accelerating the ability to exercise
options.
Option Grants in 2001
Individual Grants
Potential
Realizable Value at
Percent Assumed Annual
of Total Exercise Rates of Stock Price
Number of Options or Appreciation for
Securities Granted to Base Option Term (2)
Underlying Employees Price -------------------
Options in Fiscal (Per Expiration
Name Granted (1) Year Share) Date 5% 10%
- --------------------------------------------------------------------------------
George J.
Roche 0 0 N/A N/A N/A N/A
James S.
Riepe 0 0 N/A N/A N/A N/A
M. David
Testa 0 0 N/A N/A N/A N/A
James A.C.
Kennedy 80,000 1.98 $25.70 9/21/2011 $1,292,800 $3,276,800
William T.
Reynolds 60,000 1.48 $25.70 9/21/2011 969,600 2,457,600
- --------------------------------------------------------------------------------
(1) These options contain option replenishment features that allow an
option holder to receive additional options if a non-qualified stock
option is exercised by relinquishing shares already owned. These new
options are granted at the fair market value on the date of exercise
and may be exercised until the expiration date of the related option.
The new options, which are equal in number to the shares relinquished,
are exercisable immediately.
(2) We are required by the Securities and Exchange Commission to use a 5%
and 10% assumed rate of appreciation over the terms of stock options
granted in 2001. Based upon these rates of stock price appreciation,
the prices per share of Price Group's common stock at the end of each
option grant term are $41.86 (5% appreciation rate) and $66.66 (10%
appreciation rate). If the price of our common stock does not
appreciate, the option holders will receive no benefit from the stock
option grants. The appreciated stock prices used in these calculations
do not represent Price Group's projections or estimates of the price
of our common stock. Federal or state income tax consequences relating
to stock option transactions have not been taken into account.
Aggregated Option Exercises and Option Values Table. The following table shows
2001 stock option exercises and the value of unexercised options for those
executive officers named in the Summary Compensation Table. In the case of
exercised options, value is considered to be the difference between the exercise
price and the market price on the date of exercise. In the case of unexercised
options, value is considered to be the difference between the exercise price and
market price at the end of 2001. An "In-the-Money" option is an option for which
the option price of the underlying stock is less than $34.73, the closing market
price of Price Group's common stock on the last trading day of 2001.
The following values resulted from appreciation of the stock price since the
options were granted.
Aggregated Option Exercises in 2001
and Option Values at December 31, 2001
Number of
Securities Value of
Underlying Unexercised
Unexercised "In-the-Money"
Shares Options at Options at
Acquired December 31, 2001 December 31, 2001
Upon Value (Exercisable/ (Exercisable/
Name Exercise Realized Unexercisable) Unexercisable)
- --------------------------------------------------------------------------------
George A.
Roche 23,200 $814,128 620,800/90,000 $13,457,234/$119,400
James S.
Riepe 0 0 547,236/90,000 10,867,074/119,400
M. David
Testa 50,000 1,739,647 1,196,800/90,000 30,395,214/119,400
James A.C.
Kennedy 143,725 3,483,934 371,104/244,000 4,454,904/953,700
William T.
Reynolds 0 0 468,000/200,000 7,583,665/773,100
- --------------------------------------------------------------------------------
Compensation of Directors. Directors who are also officers of Price Group do not
receive separate fees as directors of Price Group. Each non-employee director
received a $50,000 retainer for his or her 2001 service on the Board of
Directors and its committees, with the exception of Mr. Gilliam who received
$25,000 for his partial year of service.
The following options to purchase shares of the common stock of Price Group
were granted to non-employee directors pursuant to the 1998 Director Stock
Option Plan approved by stockholders on April 16, 1998:
1) Mr. Garrett received options to purchase 6,000 shares of Price Group's
common stock at $31.00 per share, the fair market value of a share of
stock on April 5, 2001, the date of his election to the Board of
Directors and date of grant.
2) Each of Messrs. Garrett, Hebb and Menschel, and Mrs. Whittemore
received options to purchase 3,000 shares of Price Group's common
stock at $34.82 per share, the fair market value of a share of stock
on April 26, 2001, the date of the annual grant.
3) Mr. Gilliam received options to purchase 6,000 shares of Price Group's
common stock at $36.47 per share, the fair market value of a share of
stock on September 6, 2001, the date of his election to the Board of
Directors and date of grant.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
Richard Menschel, William Garrett, James Gilliam, Donald Hebb, and Anne
Marie Whittemore are all of the members of the Executive Compensation Committee
and independent members of the Board of Directors. In this report, the term "we"
refers to members of the committee. Our report on executive compensation for
2001 follows.
We are responsible to the Board of Directors, and ultimately to the
stockholders of Price Group, for:
1) determining the compensation of the chief executive officer and other
officers who sit on Price Group's Board of Directors;
2) overseeing the administration of Price Group's Executive Incentive
Compensation Plan, stock incentive plans, and employee stock purchase
plan; and
3) reviewing and approving the general salary and incentive compensation
levels and other compensation policies for the rest of Price Group's
managing directors and other key employees.
The Management Compensation Committee makes compensation decisions not
included in these categories, including individual compensation decisions for
officers not on the Board of Directors .
We have acknowledged since the inception of this committee that the
investment management and securities industries are highly competitive and that
experienced professionals have significant career mobility. We believe that the
ability to attract, retain, and provide appropriate incentives for the highest
quality professional personnel is essential to maintain Price Group's
competitive position in the investment management and financial services
industries, as well as to provide for the long-term success of Price Group.
We believe that Price Group must pay competitive levels of cash
compensation and offer appropriate equity and other incentive programs. These
programs must always be consistent with stockholder interests. We think these
programs are necessary to motivate and retain Price Group's professional
personnel. These compensation programs are keyed to achieve short- and long-term
performance goals established by our committee and the Board. We believe that
our compensation policies are competitive with those of other companies in the
investment management and financial services industries.
During 2001, base salaries for each of the individuals named in the Summary
Compensation Table on page 7 were unchanged from the prior year. Price Group's
policy is that base salaries for these executives should form a relatively low
percentage (substantially below 50%) of their total cash compensation
opportunity, and that the major portion of cash compensation should be
performance based, and derived from payments made under the Executive Incentive
Compensation Plan. We will authorize payments from this plan only if Price Group
meets the performance goals established under the plan.
Price Group's Board of Directors and stockholders approved the Executive
Incentive Compensation Plan in 1995. It establishes a pool that relates
incentives to Price Group's income before income taxes and minority interests
for the year (which we call adjusted earnings), subject to Price Group meeting a
return on equity target. The pool, assuming adjusted earnings exceed $50
million, is $3,000,000 plus 8% of adjusted earnings over $50,000,000. The
minimum return on equity to permit full payments under the plan is 20%. If the
return on equity is less than 20% but at least 10%, for each full percentage
point shortfall below 20%, the maximum pool is reduced by 5%. If the return on
equity falls below 10%, no bonus payment will be made under the plan for that
year.
At the beginning of 2001, we designated the executive officers named in the
Summary Compensation Table on page 7 as participants in the Executive Incentive
Compensation Plan. We also determined that each participant would be eligible to
receive up to a specified maximum percentage of the available pool. The
percentages varied among the participants. At the end of 2001, we reviewed the
requirements established by the plan for determining incentive awards and also
determined and certified that each of the plan's performance goals had been
satisfied before we approved and permitted payment of bonuses pursuant to the
plan. We expect that all payments pursuant to the plan will be deductible under
Section 162(m) of the Internal Revenue Code of 1986, and that all compensation
payable to these individuals for 2001 performance similarly will be deductible.
We considered various qualitative and quantitative factors in determining
the amount of incentive compensation awarded to Mr. Roche, Mr. Riepe, and Mr.
Testa in 2001. These factors included investment performance in comparison to
comparable mutual funds, marketing effectiveness, international expansion,
customer service, management of corporate assets, financial performance, and
corporate infrastructure development. We also took into account the fact that
Mr. Roche, Mr. Riepe, and Mr. Testa during 2001 had broad company-wide
management responsibilities as well as line operating responsibilities. We
viewed each as making generally equivalent company-wide contributions to 2001
performance and determined that each of these individuals had demonstrated
strong management performance over an extended timeframe.
In the cases of Mr. Kennedy and Mr. Reynolds, we took into consideration
their respective contributions as heads of Price Associates' Equity and Fixed
Income Divisions. We noted that many Price Associates investment professionals,
including certain senior portfolio managers whom we did not designate as
participants in the plan for 2001 and are compensated under other incentive
compensation programs and arrangements, also were significant contributors to
2001 performance.
The incentive compensation awarded to each of the named executives was
considerably less than the maximum amount permitted by the Executive Incentive
Compensation Plan. In addition, the bonus amounts for each of the named
executives were lower than the amounts for the prior year, reflecting an overall
policy of lower bonus amounts, particularly for Price Group's more senior
executives, due to the lower relative financial performance in 2001 in
comparison to the prior year. The awards were based upon our consideration of
the various factors described above as well as Price Group's historical
compensation policies and financial industry compensation trends. We could
determine in the future to award payment of a greater portion or all of the
executive incentive compensation pool in order to maintain a competitive
compensation structure and thus retain key personnel.
In 2001, we did not award options to purchase shares of common stock to any
one of Messrs. Roche, Riepe, and Testa. We awarded options to Mr. Reynolds to
purchase 60,000 shares of common stock, and to Mr. Kennedy options to purchase
80,000 shares of common stock, all at an exercise price of $25.70 per share.
These grants accounted for about 3.46% of the total option awards. We made no
grants this year to our three most senior executives in order to focus more of
the option pool on other officers and key employees who do not already have as
significant an ownership interest in Price Group so that they have a greater
opportunity to participate in the future appreciation in the value of Price
Group's common stock. We believe that our option program, particularly as it
relates to other key employees, plays an important role in our ability to
attract and retain our senior executives and key employees.
We have compared compensation levels of top management of Price Group to
relevant publicly available data for the investment management, securities, and
other financial services industries and have found our compensation levels to be
competitive. Certain of these companies are included in the CRSP Total Return
Index for Nasdaq Financial Stocks shown in the Stock Performance Chart that
follows this report.
We believe that Price Group competes for executive talent with a large
number of investment management, securities, and other financial services
companies. Some of our competitors are privately owned and others have
significantly larger market capitalizations than Price Group. The practice of
Price Group and our committee is to review available compensation data from a
large universe of financial services companies. We receive the assistance of an
independent compensation consulting firm, selected by our committee and not by
management, in comparing the executive compensation and compensation policies of
Price Group with those of other public companies, including companies that
compete with Price Group for talent. We reiterate that our goal is to maintain
compensation programs that are competitive within the investment management and
financial services industries, and, therefore, in stockholders' continuing best
interests.
We believe that the 2001 compensation levels disclosed in this proxy
statement are reasonable and appropriate in light of Price Group's performance.
Richard L. Menschel, Chairman
D. William J. Garrett
James H. Gilliam, Jr.
Donald B. Hebb, Jr.
Anne Marie Whittemore
STOCK PERFORMANCE CHART
We are required by the Securities and Exchange Commission to provide you
with a five-year comparison of the cumulative total return on our common stock
as of December 31, 2001 with that of a broad equity market index and either a
published industry index or a peer group index selected by us. We have chosen to
use broad market and published industry indices which included our stock in
2001.
The following chart compares the yearly change in the cumulative return on
our common stock with the cumulative total return on the CRSP Total Return Index
for Nasdaq Financial Stocks and the S&P 500 Index. The comparison assumes that
$100 was invested in Price Group's common stock and in each of the named indices
on December 31, 1996, and that all dividends were reinvested.
Since we do not make or endorse any predictions as to future stock
performance, the values in the following columns do not represent projections or
estimates of either the annual or cumulative return on our common stock or any
of the indices represented.
TRPA CRSP-Fin S&P500
1996 100 100 100
1997 146 153 133
1998 161 149 171
1999 176 148 208
2000 204 160 189
2001 170 176 166
1996 1997 1998 1999 2000 2001
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T. Rowe Price Group, Inc. $100 $146 $161 $176 $204 $170
CRSP Total Return Index for
Nasdaq Financial Stocks (1) 100 153 149 148 160 176
S&P 500 Index (2) 100 133 171 208 189 166
(1) The CRSP Total Return Index for Nasdaq Financial Stocks is an index
comprised of all financial company American Depository Receipts, domestic
common shares and foreign common shares traded on the Nasdaq National
Market(registered trademark) and the Nasdaq SmallCap MarketSM, and
represents SIC Codes 60 through 67. Price Group's Secretary will provide
the names of companies included in this index upon receipt of a
stockholder's written request. This index was prepared for Nasdaq by the
Center for Research in Securities Prices ("CRSP") at the University of
Chicago. We have not verified these values independently. Price Group's
common stock is included in this index.
(2) Total return performance for the S&P 500 Index also has been provided by
CRSP. This index has consistently been presented in prior years as a broad
market index. Price Group's common stock has been included in this index
since October 13, 1999.
CERTAIN OWNERSHIP OF PRICE GROUP'S STOCK
We have no knowledge at this time of any individual or entity owning,
beneficially or otherwise, 5% or more of the outstanding common stock of Price
Group.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
We believe that our directors and executive officers have complied with
requirements of the Securities and Exchange Commission to report their ownership
of Price Group common stock, and transactions which change their ownership, on
time with the following exception. Mr. James Kennedy reported a stock gift made
in 2000 in a Form 4 filed in March 2001. We do not believe there are any
stockholders owning 10% or more of our common stock.
SELECTION OF INDEPENDENT ACCOUNTANTS
On September 6, 2001, we changed our independent accountants because of a
preference of the independent directors of Price Group and of the Price funds to
have the audits of our financial statements and those of the Price funds
performed by different firms. PricewaterhouseCoopers LLP served as the
independent accountants for Price Group and each of the Price funds since the
time of the merger that created PricewaterhouseCoopers on July 1, 1998. Upon the
recommendation of the Audit Committee, our Board of Directors elected to
facilitate the desired result by selecting KPMG LLP as Price Group's independent
accountants to audit our consolidated financial statements beginning in 2001.
PricewaterhouseCoopers remains the independent accountants for each of the Price
funds.
The reports of PricewaterhouseCoopers on our 1999 and 2000 consolidated
financial statements did not contain any adverse opinion or disclaimer of
opinion, and neither report was qualified or modified as to uncertainty, audit
scope, or accounting principles. From January 1, 1999 through September 6, 2001,
we had no disagreements with PricewaterhouseCoopers on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of PricewaterhouseCoopers,
would have caused PricewaterhouseCoopers to make reference thereto in connection
with their reports on our financial statements. From January 1, 1999 through
September 6, 2001, we did not have any reportable events listed in Item
304(a)(1)(v) of Regulation S-K.
From January 1, 1999 through September 6, 2001, we did not consult with
KPMG regarding the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements.
Representatives of KPMG will be present at the annual meeting and will have
the opportunity to make a statement and respond to appropriate questions from
stockholders.
DISCLOSURE OF FEES CHARGED BY INDEPENDENT ACCOUNTANTS
The following information summarizes the fees charged by KPMG and
PricewaterhouseCoopers for certain services rendered to Price Group and its
subsidiaries during 2001.
Audit Fees. Fees charged by KPMG for the 2001 audit and the third quarter review
of our Form 10-Q were $152,000, of which an aggregate amount of $85,500 had been
billed through December 31, 2001. Fees charged by PricewaterhouseCoopers for the
first and second quarter reviews of our Form 10-Q were $14,000.
Fees for Financial Information Systems Design and Implementation. None.
All Other Fees. All other fees billed to Price Group by KPMG through December
31, 2001 totaled $226,000, which represented fees for assistance in connection
with review of our capital expenditure policies and procedures and business
continuity initiatives.
STOCKHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
Qualified stockholders who want to have proposals presented at the 2003
annual meeting must deliver them to Price Group by November 4, 2002, in order to
be considered for inclusion in next year's proxy statement and proxy.
OTHER MATTERS
We know of no other matters to be presented to you at the meeting. As
stated in an earlier section, if other matters are considered at the meeting,
the proxies will vote on these matters in accordance with their judgment of the
best interests of Price Group.
Exhibit A
Audit Committee Charter
The Audit Committee (the "Committee") of the Board of Directors (the "Board")
of T. Rowe Price Group, Inc. (the "Corporation") will have the oversight
responsibility, authority and duties described
in this Charter.
Purpose
The primary purpose of the Committee is to assist the Board in fulfilling its
oversight responsibilities with respect to (i) the annual financial information
to be provided to shareholders and the Securities and Exchange Commission (the
"SEC"); (ii) the system of internal accounting and financial controls that
management has established; and (iii) the internal and external audit process.
In addition, the Committee provides an avenue for communication between the
internal auditors, the independent accountants, financial management and the
Board. The Committee's responsibility is one of oversight, recognizing that the
Corporation's management is responsible for preparing the Corporation's
financial statements and that the independent accountants are responsible for
auditing those financial statements. The independent accountants are ultimately
accountable to the Committee and the Board for such accountants' audit of the
financial statements of the Corporation.
Composition
The Committee shall be appointed annually by the Board and shall comprise at
least three directors, each of whom shall meet the independence and financial
literacy requirements of the National Association of Securities Dealers (the
"NASD"). In addition, at least one member of the Committee will possess
accounting or financial management expertise as defined by the NASD. The Board
shall designate one member as Chair of the Committee.
Meetings
The Committee shall hold meetings as deemed necessary or desirable by the Chair
of the Committee. In addition to such meetings of the Committee as may be
required to perform the functions described under "Duties and Powers" below, the
Committee shall meet at least annually with the chief financial officer, the
internal auditors and the independent accountants to discuss any matters that
the Committee or any of these persons or firms believe should be discussed. The
Committee may, at its discretion, meet in executive session with or without the
presence of the independent accountants, internal auditors or corporate
officers.
Duties and Powers
The following shall be the principal recurring functions of the Committee in
carrying out its oversight responsibilities. The functions are set forth as a
guide with the understanding that the Committee may modify or supplement them as
appropriate:
Independent Accountants
1. Review the performance of the independent accountants and make
recommendations to the Board regarding the appointment or termination of
the independent accountants.
2. Ensure that the independent accountants prepare and deliver at least
annually a formal written statement delineating all relationships between
the independent accountants and the Corporation addressing at least the
matters set forth in Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as amended.
3. Discuss with the independent accountants any disclosed relationships or
services that may impact the objectivity and independence of the
independent accountants and recommend that the Board take appropriate
action in response to the independent accountants' report to satisfy itself
of the independent accountants' independence.
4. Obtain from the independent auditors assurance that the audit was conducted
in accordance with auditing standards generally accepted in the United
States and rules and regulations set forth in Section 10A of the Securities
Exchange Act of 1934, as amended.
5. Review the fees charged by the independent accountants.
Internal Auditors
6. Consult with management before the appointment or replacement of the
Director of Internal Audit.
7. Review with the Director of Internal Audit the significant reports to
management prepared by the internal auditors and management's responses
thereto, and also such other reports or matters as the Director of Internal
Audit deems necessary or desirable.
Compliance
8. Periodically review with the director of compliance the status of the
Corporation's compliance programs.
Financial Statement and Reports
9. Meet at least annually with management, the Director of Audit and the
Director of Compliance to review the financial condition, business
activities and regulatory compliance status of the corporation's banking
subsidiary.
10. Receive and review from management and the independent accountants a timely
analysis of significant financial reporting issues and practices.
11. Discuss with the independent accountants the matters required to be
discussed by Statement on Auditing Standards No. 61, Communications with
Audit Committees, as amended.
12. Meet with management, the head of the internal auditors and/or the
independent accountants to:
- review the respective annual audit plans of the independent
accountants and internal auditors; - discuss the annual consolidated
financial statements;
- discuss any significant matters arising from any audit or report or
communication referred to in items 7, 8 or 9 above relating to the
consolidated financial statements;
- discuss significant proposed or contemplated changes to the
Corporation's accounting principles, policies, controls, procedures,
practices and auditing plans; and
- inquire about significant risks and exposures, if any, and the steps
taken to monitor and minimize such risks.
13. Review the Corporation's quarterly consolidated financial statements with
management prior to the filing of the Corporation's Quarterly Report on
Form 10-Q, and review with the independent accountants any items identified
by them for discussion with the Committee. The Chair of the Committee may
represent the entire Committee for purposes of this review.
Reporting and Recommendations
14. Determine, based on the reviews and discussions noted above, whether to
recommend to the Board that the audited financial statements be included in
the Corporation's Annual Report on Form 10-K for filing with the SEC.
15. Prepare any report, including any recommendation of the Committee, required
by the rules of the SEC to be included in the Corporation's annual proxy
statement.
16. Maintain minutes or other records of meetings and activities of the
Committee.
17. Report its activities to the Board on a regular basis and make such
recommendations with respect to the above and other matters and take such
other actions as the Committee or the Board may deem necessary or
appropriate.
Resources and Authority
The Committee shall have the resources and authority appropriate to discharge
its responsibilities, including the authority to engage independent accountants
for special audits, reviews and other procedures and to retain special counsel
and other experts or consultants.
Annual Review
The Committee shall review, on at least an annual basis, this Charter and the
scope of the responsibilities of this Committee. Any proposed changes, where
indicated, shall be referred to the Board for appropriate action.
T. Rowe Price (registered trademark)
T. ROWE PRICE GROUP, INC.
ANNUAL MEETING OF STOCKHOLDERS
Thursday, April 11, 2002
10 a.m.
HYATT REGENCY HOTEL
300 Light Street
Baltimore, Maryland 21202
DIRECTIONS TO THE ANNUAL MEETING OF STOCKHOLDERS
The Hyatt Regency Hotel at 300 Light Street (between Conway
and Pratt Streets) is located across from the west side of
Baltimore's Inner Harbor.
From the south: Take I-95 north to I-395 (downtown) directly into Baltimore
City. Turn right onto Pratt Street and then right onto Light Street.
From the north: Take I-83 (Jones Falls Expressway) directly into Baltimore
City. Turn right onto Lombard Street. Proceed for approximately 2/3 mile
and then turn left onto Light Street. Proceed past the intersection of
Pratt and Light Streets.
From the west: Take Route 40 (Baltimore National Pike) east directly into
Baltimore City (Edmondson Avenue to Mulberry Street). Turn right onto
Martin Luther King Boulevard; proceed south for approximately 1/2 mile and
then turn left (east) onto Pratt Street. Proceed east on Pratt Street for
approximately 7/8 mile and then right onto Light Street.
From the east: Take I-95 south through the Inner Harbor Tunnel. Exit at
I-395 (downtown) directly into Baltimore City. Turn right onto Pratt Street
and then right onto Light Street.
- --------------------------------------------------------------------------------
T. ROWE PRICE GROUP, INC.
2002 Proxy
Revocable Proxy Solicited on Behalf of the Board of Directors
I hereby appoint James S. Riepe, George A. Roche, and M. David Testa, together
and separately, as proxies to vote all shares of common stock which I have power
to vote at the annual meeting of stockholders to be held on Thursday, April 11,
2002, at 10:00 a.m., at the Hyatt Regency Hotel, 300 Light Street, Baltimore,
Maryland 21202, and at any adjournments thereof in accordance with the
instructions on the reverse side of this proxy card and as if I were present in
person and voting such shares. The proxies are authorized in their discretion to
vote upon such other business as may properly come before the meeting and they
may name others to take their place. I also hereby acknowledge receipt of the
Notice of Annual Meeting and Proxy Statement dated March 4, 2002.
This proxy, when properly completed and returned, will be voted in the manner
directed herein by the stockholder named on the reverse side. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES AND OTHER PROPOSALS LISTED ON
THE REVERSE SIDE AND, IN THE DISCRETION OF THE PROXYHOLDER, ON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND AT ANY ADJOURNMENTS AND
POSTPONEMENTS THEREOF.
PLEASE VOTE YOUR PROXY PROMPTLY.
See reverse side for voting instruction.
"LOGO" Company #
Control #
There are three ways to vote your Proxy
Your telephone or internet vote authorizes the Named Proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
VOTE BY TELEPHONE - TOLL FREE - 1-800-240-6326 - QUICK *** EASY *** IMMEDIATE
o Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week, until noon (EST) on April 10, 2002.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
o Follow the simple instructions provided.
VOTE BY INTERNET - http://www.eproxy.com/TROW/ - QUICK ** EASY ** IMMEDIATE
---------------------------
o Use the Internet to vote your proxy 24 hours a day, 7 days a week, until
noon (EST) on April 10, 2002.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above to obtain your records and create an
electronic ballot.
o Follow the simple instructions provided.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to T. Rowe Price Group, Inc., c/o Shareowner
Servicessm , P.O. Box 64873, St. Paul, MN 55164-0873.
If you vote by phone or the internet, please do not mail your Proxy Card
(Arrow) Please detach here (Arrow)
- --------------------------------------------------------------------------------
The Board of Directors Recommends a Vote FOR Items 1 and 2.
1. Election of directors:
01 Edward C. Bernard 06 James A.C. Kennedy 11 George A. Roche
02 D. William J. Garrett 07 John H. Laporte 12 Brian C. Rogers
03 James H. Gilliam, Jr. 08 Richard L. Menschel 13 M. David Testa
04 Donald B. Hebb, Jr. 09 William T. Reynolds 14 Martin G. Wade
05 Henry H. Hopkins 10 James S. Riepe 15 Anne Marie Whittemore
[ ] Vote FOR all nominees
(except as marked)
[ ] Vote WITHHELD
from all nominees
(Instructions: To withhold authority to vote for ___________________________
any indicated nominee, write the number(s) of | |
the nominee(s) in the box provided to the right.) |___________________________|
2. In their discretion, the proxies are authorized to vote upon such other
businessand further business as may properly come before the meeting or any
adjournments and postponements thereof.
[ ] FOR [ ] WITHHOLD
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ORK IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL
_
Address Change? Mark Box |_| Indicate changes below:
Date:_______________________________________
__________________________________________
| |
|__________________________________________|
Signature(s) in Box
If you are voting by mail, please date and
sign exactly as your name appears to the
left. When signing as a fiduciary,
representative or corporate officer, give
full title as such. If you receive more than
one proxy card, please vote the shares
represented by each card separately.