Directors roster: in affiliation with Spencer Stuart--a quarterly record of new director appointments.

IN ITS 2002 analysis of S&P 500 company proxies, recruiting firm Spencer Stuart reports that the most in-demand outside directors were active chairmen, presidents, and CEOs, who represented 41% of executives recruited to boards last year. Retired executives represented 12% of board recruits. But new demands placed on directors by Sarbanes-Oxley and other initiatives have forced many active executives either to reconsider taking on new directorships or to relinquish their current outside board seats. Perhaps that is one reason why retired executives are becoming more of a hot commodity.

Three CEOs who have added retired executives to their companies' boards agree that many like themselves will recruit more retired executives as the number of active senior officers who are willing to serve declines. The CEOs note that retired executives have more time for board service and are valued for their influential contacts and vast experience acquired during board service when they were high-ranking officers. As one CEO put it, they have "been through it all."

Mickey Foret retired in 2002 as EVP and CFO of Northwest Airlines. He becomes the third retired executive on the 11-member URS Corp. board, where he will serve on the audit committee. URS Chairman Martin Koffel says Foret was recruited because of his experience in an industry characterized by "continual and adaptive change." Koffel says he plans to solicit Foret's advice as URS integrates several large acquisitions.

"It's harder to get a CEO because of time demands," says Koffel, who, like other CEOs, has relinquished other outside directorships during the past year to focus on his own company. He appreciates the value of experience gained from serving on outside boards, which is why he finds retired executives with varied board service in their backgrounds so appealing. "Retired executives on our board are far from disconnected," says Koffel. "We're getting a terrific cross-pollination of ideas from these executives."

Retired CEOs Paul Anderson of BHP Billiton and Kent Kresa of Northrop Grumman Corp. both recently joined Fluor Corp.'s board. Fluor Chairman Alan Boeckmann says the two were elected after Fluor's governance committee performed an extensive review of its strategic initiatives and plans for growth. The company conducted a search for business leaders with experience negotiating major U.S. government contracts and international management expertise.

"Anderson and Kresa come with outstanding reputations," raves Boeckmann, who adds that both serve on the time-consuming compensation committee. Kresa also serves on Fluor's audit committee, and Anderson serves additionally on Fluor's governance committee. "They're not so far out of the loop that they don't have active contacts," says Boeckmann, who notes that Kresa has provided Fluor's management with names of his government contacts from his time at Northrop Grumman. He adds that because Fluor recruited both executives soon after they retired, Kresa, 65, and Anderson, 57, will have many years to contribute before reaching Fluor's mandatory retirement age of 72.

Joining the board of Thermo Electron Corp. is Peter J. Manning, who retired as vice chairman of strategic business development at FleetBoston Financial in February 2003. Thermo Electron Chairman Richard F. Syron says he considered Manning for Thermo Electron's board long before he retired. "We wanted to be the first at him," says Syron, who refers to Manning's eligibility for audit committee service as a positive "10-strike."

"Let's face it," Syron continues, "When you're looking for a financial expert to serve on your board's audit committee, that's something that can involve a material commitment of time. It's especially hard to get an active CEO to pick up that extra responsibility."

As he puts it, "The bottom line is that Sarbanes-Oxley demands that board members must become more actively involved with the companies they serve. That alone will lead to many who are retired and masters of their own destiny in terms of their time."

Company Index

ADC Telecommunications Inc.

Adolph Coors Co.

Allergan Inc.

America West Holdings Corp.

Amkor Technology Inc.

Arch Coal Inc.

Autodesk Inc.

Baldwin Technology Co.

Bausch & Lomb

Baxter International Inc.

Beazer Homes USA Inc.

Biogen Inc.

BJ Services Co.

Building Materials Holding Corp.

Caterpillar Inc.

Charles River Laboratories International Inc.

Chiron Corp.

Coca-Cola Co.

CSS Industries Inc.

Daisytek International Corp.

Deere & Co.

Dow Chemical Co.

Eastman Kodak Co.

El Paso Corp.

EMS Technologies Inc.

Exult Inc.

Fleming Companies Inc.

Gadzooks Inc.

Gaylord Entertainment Co.

Gerber Scientific Inc.

Global Imaging Systems Inc.

Greif Bros. Corp.

GTECH Holdings Corp.

H.B. Fuller Co.

Haggar Corp.

Homestore Inc.

Imation Corp.

InfoSpace Inc.

J.B. Hunt Transport Services Inc.

J.M. Smucker Co.

JetBlue Airways Corp.

Juniper Networks Inc.

Kennametal Inc.

Kohl's Corp.

Level 3 Communications Inc.

Loews Corp.

Louisiana-Pacific Corp.

Lufkin Industries Inc.

Mail-Well Inc.

Manitowoc Co.

ManTech International Corp.

Maxtor Corp.

McGraw-Hill Companies Inc.

MedCath Corp.

Minerals Technologies Inc.

Molex Inc.

Monaco Coach Corp.

Monsanto Co.

MONY Life Insurance Co.

Moog Inc.

Newell Rubbermaid Inc.

Northrop Grumman Corp.

Northwest Airlines Corp.

Olin Corp.

Penford Corp.

Penn-America Group Inc.

Pinnacle Entertainment Inc.

Polycom Inc.

Potlatch Corp.

Premcor Inc.

Quest Diagnostics Inc.

R.H. Donnelley Corp.

RadioShack Corp.

Raytheon Co.

Regeneron Pharmaceuticals Inc.

Rite Aid Corp.

Ross Stores Inc.

Safeguard Scientifics Inc.

Sapient Corp.

Select Comfort Corp.

Semitool Inc.

ShopKo Stores Inc.

SimpleTech Inc.

Spartan Motors Inc.

Spherion Corp.

Starbucks Coffee Co.

Symantec Corp.

Synopsys Inc.

Terex Corp.

TheStreet.com Inc.

Toll Brothers Inc.

Tyco International Ltd.

U.S. Steel Corp.

United Parcel Service Inc.

UNOVA Inc.

URS Corp.

USFreightways Corp.

UST Inc.

Valassis Communications Inc.

Varian Medical Systems Inc.

Viad Corp.

Westmoreland Coal Co.

Winn-Dixie Stores Inc.

World Fuel Services Corp.

Worthington Industries Inc.

The Directors Roster

The Directors Roster is a detailed record of executives added to corporate boards. The Roster covers a three-month period prior to the publication of each edition of DIRECTORS & BOARDS. It includes companies of all sizes, from billion-dollar blue chips to smaller growth ventures, that have elected new outside directors. The tracking of director appointments and follow-up research is a joint undertaking by Spencer Stuart, a leading firm in executive and director search, and DIRECTORS & BOARDS.

The Roster is organized alphabetically by the company adding the new director(s). A company index leads off the Roster, for ease of scanning the universe of companies included in this listing. At the back of the Roster is a director index which lists all the new directors alphabetically along with the name of the company whose board they joined. The Director Index appears on pages 86-87.

Details included in each Roster entry are the address of the company adding the new director, the address of the director at his or her primary affiliation (when available and for public disclosure), a biographical note on each director, and a description of the businesses of both the company adding the new director and of the director's company. (Schools, universities, hospitals, etc., are not described.) For public companies, to give a sense of the size and scope of the enterprise, we also include revenues (or, in some cases, assets for banks and certain financial institutions.)

We welcome your announcements of new directors, and your inquiries on any matters related to the Directors Roster and director data. The direct number is (215) 405-6082.

--Martin Porter, Editor

3M CO.

St. Paul, MN

has added to its board:

Michael L. Eskew

Chairman and CEO

UNITED PARCEL SERVICE INC.

Atlanta, GA

Bio Notes: In present position since 2000. Previously was vice chairman and EVP. Joined UPS in 1972. Age 53.

3M is a diversified company with product lines in the consumer and office, healthcare, electronics, industrial, safety, and telecommunications markets. Revenues are $16 billion. UPS is a parcel delivery services company. Revenues are $30 billion.

4KIDS

ENTERTAINMENT INC.

New York, NY

has added to its board:

Michael Goldstein

Bio Notes: Was chairman of Toys R Us from 1997-2001 and was CEO from 1994-1997. Previously was senior EVP of operations and finance at Lerner Stores. Was a partner at Ernst & Young from 1973-1979. Appointed by President George W. Bush to serve on the Advisory Committee for Trade Policy and Negotiations. Also is a director of Columbia House, Finlay Enterprises, and United Retail Group.

4Kids is a children's entertainment company. Revenues are $38 million.

ACCREDITED HOME LENDERS HOLDING CO.

San Diego, CA

has added to its board:

Gary M. Erickson

Richard T. Pratt

Bio Notes: Erickson is a Captain in the U.S. Navy and in command of Naval Reserve Readiness Command Southwest, headquartered in San Diego. Has served in the Navy since 1974. Has commanded a guided missile frigate, a destroyer squadron, and has served as Deputy Commander and Chief of Staff for the Commander, Naval Surface Forces. Age 51. Pratt is chairman of Richard T. Pratt Associates, a consulting firm he founded in 1992. Age 66.

Accredited Home is a mortgage banking company. Revenues are $242 million.

ACUITY BRANDS INC.

Atlanta, GA

has added to its board:

Robert F. McCullough

Chief Financial Officer

AMVESCAP PLC

Atlanta, GA

Bio Notes: In present position since 1997. Previously spent more than 30 years at Arthur Andersen LLP, where he was managing partner for the firm's Atlanta office from 1987-1996.

Acuity provides lighting fixtures and specialty chemical products. Revenues are $2 billion. AMVESCAP is an investment management firm. It has $335 billion in assets under management.

ADELPHIA COMMUNICATIONS CORP.

Coudersport, PA

has added to its board:

Philip R. Lochner Jr.

Susan Ness

Bio Notes: Lochner served from 1991 until his retirement in 1998 as SVP and chief administrative officer of Time Warner Inc. From 19901991 was commissioner of the U.S. Securities and Exchange Commission. Formerly held a number of legal and administrative positions with Time Inc. from 1978-1990 and served as an attorney with Cravath, Swaine & Moore. Ness was a commissioner of the Federal Communications Commission from 1994-2001. Later she served as a visiting professor at the Annenberg School for Communication, University of Pennsylvania. Formerly was VP at American Security Bank, specializing in the communications industry, and was assistant counsel to the Committee on Banking, Currency, and Housing of the U.S. House of Representatives. Also is a director of LCC International Inc.

Adelphia is a cable television company. Revenues are $3.5 billion.

ADVANCE AUTO PARTS INC.

Roanoke, VA

has added to its board:

Carlos A. Saladrigas

Chairman

PREMIER AMERICAN BANK

Miami, FL

Bio Notes: Co-founded Premier American Bank in 2001. Is also cofounder of Vincam Group Inc., a human resources services firm. In 1988 Vincam was the largest Hispanic-owned company in the U.S., with revenues of more than $1 billion. Served as CEO of Vincam from 1984 until it merged with Automatic Data Processing Inc. in 1999, becoming ADP TotalSource. Was CEO of TotalSource until 2002. Age 54.

Advance Auto is an automotive parts and accessories retailer. Revenues are $3 billion. Premier Bank provides banking services to small businesses.

AGILENT TECHNOLOGIES INC.

Palo Alto, CA

has added to its board:

Koh Boon Hwee

Bio Notes: Has investments in numerous startup companies. Also is an executive director of MediaRing Ltd., a Singapore-based communications company that develops Internet technology, and Tech Group Asia, a manufacturer of plastic tools and components for the electronics and medical industries. Also is a director of BroadVision Inc. Age 52.

Agilent manufactures test, measurement and monitoring instruments and semiconductor and optical components. Revenues are $8 billion.

AHL SERVICES INC.

Arlington, VA

has added to its board:

Thomas V. Beard

Managing Director

Corporate and Executive Services Group

DEUTSCHE BANK ALEX. BROWN

Atlanta, GA

Bio Notes: Was previously managing director at Stephens Inc. Also served in the White House as Deputy Assistant to the President under President Jimmy Carter. Age 56.

AHL provides outsourced marketing support services. Revenues are $130 million.

AIRTRAN HOLDINGS INC.

Orlando, FL

has added to its board:

John F. Fiedler

Chairman

BORGWARNER INC.

Chicago, IL

Bio Notes: In present position since 1996. Was CEO of BorgWarner from 1995 until February 2003. Formerly spent 29 years at Goodyear Tire & Rubber Co. Also is a director of Mohawk Industries Inc., Cooper Tire & Rubber Co., and Roadway Express Inc. Age 64.

AirTran is an airline. Revenues are $733 million. BorgWarner provides automotive powertrain systems and components. Revenues are $3 billion.

ALLIANCE GAMING CORP.

Las Vegas, NV

has added to its board:

Richard M. Haddrill

President and CEO

MANHATTAN ASSOCIATES INC.

Atlanta, GA

Bio Notes: In present position since 1999. Previously was president and CEO of Powerhouse Technologies, a company that serves the gaming industry, from 1996-1999. From 1992-1994 he was based in Paris as president of international subsidiaries at KnowledgeWare, a software company. Formerly spent 16 years at Ernst & Young. Age 48.

Alliance manufactures gaming machines and operates casinos. Revenues are $654 million. Manhattan Associates provides supply chain management software. Revenues are $65 million.

ALPHARMA INC.

Fort Lee, NJ

has added to its board:

Jill Kanin-Lovers

Senior Vice President

Human Resources

AVON PRODUCTS INC.

New York, NY

Robert Thong

Farah Walters

Bio Notes: Kanin-Lovers began her career at Towers Perrin. Held human resources positions at IBM Corp. and American Express Co. Thong is a partner and co-founder of London-based NovaSecta, an advisory firm focused on enhancing management effectiveness of business leaders and their teams. During the 1990s he led the pharmaceutical and healthcare practices at Gemini Consulting (now Cap Gemini Ernst & Young) and at Renaissance Worldwide. Walters has 30 years of experience in healthcare management. Was president and CEO of University Hospital of Cleveland from 1992-2002. Also is a director of LTV Corp., Kerr-McGee Corp., and PolyOne Corp.

Alpharma develops generic pharmaceuticals and animal health products. Revenues are $1 billion. Avon supplies beauty products. Revenues are $6 billion.

AMAZON.COM

Seattle, WA

has added to its board:

William B. Gordon

EVP and Chief Creative Officer

ELECTRONIC ARTS INC.

Redwood City, CA

Bio Notes: Co-founded Electronic Arts in 1982. In present position since 1998. Age 52.

Amazon.com is an online retailer. Revenues are $4 billion. Electronic Arts develops interactive entertainment software. Revenues are $2.5 billion.

AMEREN CORP.

St. Louis, MO

has added to its board:

Douglas R. Oberhelman

Group President

CATERPILLAR INC.

Peoria, IL

Bio Notes: Joined Caterpillar in 1975 and assumed his current position as a group president in 2001. Has worldwide responsibility for Caterpillar's financial, legal, purchasing, auditing, and compliance divisions. Responsibilities also include marketing, manufacturing, and sales operations for the Asia-Pacific regions. Previously served as CFO at Caterpillar. Age 50.

Ameren provides electric and gas products and services. Revenues are $4 billion. Caterpillar manufactures construction and materials-handling machinery and equipment. Revenues are $20 billion.

APPLE COMPUTER INC.

Cupertino, CA

has added to its board:

Albert Gore

Bio Notes: Served two terms as United States Vice President from 1993-2001. Represented Tennessee for eight years in the U.S. House of Representatives from 1977-1985 and for another eight in the U.S. Senate from 1985-1993. Is a senior adviser to Google and a visiting professor at the University of California Los Angeles, Fisk University, and Middle Tennessee State University. Age 55.

Apple is a computer manufacturer. Revenues are $6 billion.

ARIBA INC.

Sunnyvale, CA

has added to its board:

Richard A. Kashnow

Bio Notes: Was chairman, president, and CEO of Raychem Corp. from 1995-1999, when it was acquired by Tyco Corp. Later served as president of Tyco Ventures, a venture capital unit he established following Tyco's acquisition of Raychem. Also held management positions at General Electric Co. and Manville Corp.

Ariba provides Internet-based and e-commerce network services. Revenues are $240 million.

ARMSTRONG HOLDINGS INC.

Lancaster, PA

has added to its board:

John J. Roberts

Bio Notes: Retired in 2002 as global managing director of PricewaterhouseCoopers. Began his career with Coopers & Lybrand in 1967. Also is a director of SICOR Inc. and Safeguard Scientifics Inc.

Armstrong manufactures interior furnishings. Revenues are $3 billion.

ASBURY AUTOMOTIVE GROUP INC.

Stamford, CT

has added to its board:

Michael J. Durham

Bio Notes: Was president and CEO of Sabre Inc. from 1996-1999. Helped execute the company's restructuring as a separate subsidiary of AMR Corp. Formerly spent 16 years at AMR/American Airlines, where he was SVP of finance and CFO of American Airlines.

Asbury is a national automotive retailer. Revenues are $4.5 billion.

AT&T WIRELESS SERVICES INC.

Redmond, WA

has added to its board:

Koichi Nishimura

Bio Notes: Was chairman, president, and CEO of Solectron Corp., an electronics manufacturing services company, prior to his retirement in January 2003. Joined Solectron in 1988 as COO and in 1990 was named president. Was appointed CEO in 1992 and chairman in 1996. Formerly served at IBM Corp. for 23 years. Age 64.

AT&T Wireless provides wireless vice and data services. Revenues are $16 billion.

BALLY TOTAL FITNESS HOLDING CORP.

Chicago, IL

has added to its board:

Martin Franklin

Chairman and CEO

JARDEN CORP.

Rye, NY

Stephen C. Swid

Bio Notes: Franklin has been in his present position since 2002. From 1997-2000 was chairman of Bolle Inc. and also as chairman and CEO of Benson Eyecare Corp. Age 38. Swid is chairman and CEO of SCS Communications. From 1990-1995 was chairman and CEO of Westview Press, a scholarly book publisher. From 1989-1998 was chairman and CEO of Spin, a music and youth culture magazine. Formerly was chairman and CEO of SBK Entertainment World Inc., a music publisher. Was founder, co-chairman, and co-CEO of Knoll International Holdings Inc. for 12 years until 1986.

Bally operates fitness centers. Revenues are $968 million, larden manufactures plastics, metals, and coin blanks for the U.S. Mint and foreign mints. Revenues are $418 million.

BECTON DICKINSON & CO.

Franklin Lakes, NJ

has added to its board:

Edward F. DeGraan

President and COO

GILLETTE CO.

Boston, MA

Bio Notes: In present position since 2000. Joined Gillette in 1968. Age 50.

Becton Dickinson is a medical technology company. Revenues are $4 billion. Gillette manufactures grooming products, batteries, and oral care supplies. Revenues are $8 billion.

BELO CORP.

Dallas, TX

has added to its board:

France A. Cordova

Chancellor

UNIVERSITY OF CALIFORNIA, RIVERSIDE

Riverside, CA

Wayne R. Sanders

Bio Notes: Cordova became UC Riverside chancellor in 2002. An astrophysicist, she has served as professor of physics and vice chancellor for research at UC Santa Barbara. She was chief scientist at NASA from 1993-1996 and headed the department of astronomy and astrophysics at Pennsylvania State University from 1989-1993. Has received the Distinguished Service Medal, NASA's highest honor. Age 55. Sanders served as president and CEO of Kimberly-Clark Corp. from 1992 until February 2003. Age 55.

Belo is a newspaper publishing and television broadcasting company. Revenues are $1 billion.

BIG LOTS INC.

Columbus, OH

has added to its board:

Philip E. Mallott

Ned Mansour

Russell Solt

Bio Notes: Mallott is a financial consultant. Was CFO of Intimate Brands from 1995-2000 and served as CFO of Structure Inc., a subsidiary of Limited Brands Inc., from 1991-1994. Also is a director of Too Inc. Age 45. Mansour was president of Mattel Inc. until 2000 and was previously the company's general counsel. Also is a director of Ryland Group. Age 53. Solt was EVP and CFO of West Marine Inc. from 20002002. Previously was president of Venture Stores, a discount retailer. Formerly was CFO of Williams Sonoma and held various positions at May Department Stores. Age 55.

Big Lots is the nation's largest closeout retailer. Revenues are $4 billion.

BOMBAY CO.

Fort Worth, TX

has added to its board:

Susan Groenteman

Chief Investment Officer

CROW HOLDINGS

Dallas, TX

Laurie Shahon

Bio Notes: Groenteman joined Crow Holdings in 1986. Held positions at General Electric Credit Corp. from 1975-1979, at Arthur Andersen from 1980-1983, and at Trammel Crow Hotel Co. from 1983-1986. Age 49. Shahon established New York investment firm Wilton Capital Group in 1994. Served as managing director at 21 International Holdings Inc. from 1988-1993. Was founder and head of the retailing and consumer products group at Salomon Brothers from 1985-1988. Formerly served at Morgan Stanley for four years. Age 51.

Bombay is a retailer of furniture and home accessories. Revenues are $494 million. Crow is an investment firm.

BORLAND SOFTWARE CORP.

Scotts Valley, CA

has added to its board:

Charles J. Robel

Partner and Chief of Operations

HUMMER WINBLAD VENTURE PARTNERS

San Francisco, CA

Bio Notes: In present position since 2000. Previously headed PricewaterhouseCoopers' Silicon Valley high technology transaction services group.

Borland provides Internet software. Revenues are $262 million. Hummer Winblad is a venture capital firm.

BROADVISION INC.

Redwood City, CA

has added to its board:

T. Michael Nevens

Bio Notes: Retired in 2003 as director of McKinsey & Co.'s Silicon Valley office and managing partner of the firm's global high-tech practice. Joined McKinsey in 1980. Previously spent five years in several staff positions with the U.S. House of Representatives and various political campaign organizations. Formerly was a consultant with Arthur Andersen & Co.'s computer systems practice.

BroadVision provides e-business software. Revenues are $115 million.

CALLAWAY GOLF CO.

Carlsbad, CA

has added to its board:

Samuel H. Armacost

Chairman

SRI INTERNATIONAL

Menlo Park, CA

John C. Cushman III

Chairman

CUSHMAN & WAKEFIELD INC.

New York, NY

Bio Notes: Armacost has been in his present position since 1998. Formerly was a managing director at Weiss, Peck & Greer LLC, a San Francisco investment management firm. Also held finance positions at Merrill Lynch Capital Markets. From 1981-1986 was president and CEO of BankAmerica Corp., where he spent 22 years. Cushman has been in his present position since 2001. He and his twin brother founded Cushman Realty Corp. in 1978. Also is CEO of Cushman Winery Corp. and owner of Zaca Mesa Winery. Also is a director of La Quinta Corp. Age 62.

Callaway manufactures golf clubs and golf balls. Revenues are $807 million. SRI is a nonprofit research institute that provides services to the government and foundations. Cushman & Wakefield is a realty company. Revenues are $900 million.

CAPSTONE TURBINE CORP.

Chatsworth, CA

has added to its board:

Richard Donnelly

Automotive Industrial Partner

RIPPLEWOOD HOLDINGS LLC

New York, NY

Bio Notes: Joined Ripplewood in 1999 after a 38-year career with General Motors Corp., where he held a variety of positions including VP for manufacturing and quality, president of GM Europe, and founding group executive of GM's powertrain division. Also is a director of Oshkosh Truck Corp.

Capstone manufactures power generators. Revenues are $17 million. Ripplewood is an investment firm. Assets are $4 billion.

CARRIAGE SERVICES INC.

Houston, TX

has added to its board:

Joseph R. Davis

Chairman and CEO

CONSOLIDATED GRAPHICS INC.

Houston, TX

Bio Notes: Founded Consolidated Graphics in 1985. Age 59.

Carriage Services operates funeral homes and cemeteries. Revenues are $152 million. Consolidated Graphics provides commercial printing services. Revenues are $710 million.

CENTENE CORP.

St. Louis, MO

has added to its board:

David L. Steward

Chairman and CEO

WORLD WIDE TECHNOLOGY INC.

St. Louis, MO

Bio Notes: Founded World Wide Technology in 1990 as a computer reseller. Received the Ernst & Young "Entrepreneur of the Year" award in technology in 1998. In 2000 and 2001, World Wide Technology ranked first on the Black Enterprise 100 list, the annual ranking of African-American-owned firms. Formerly held positions at Wagner Electric, Missouri Pacific Railroad, and Federal Express Corp.

Centene provides managed health care programs and services. Revenues are $543 million. World Wide Technology provides computer networking and software products and services. Revenues are $1 billion.

CENTEX CORP.

Dallas, TX

has added to its board:

Thomas J. Falk

Chairman and CEO

KIMBERLY-CLARK CORP.

Irving, TX

Bio Notes: Joined Kimberly-Clark in 1983. Became president and COO in 1999 and president and CEO in 2002. Was elected chairman in February 2003. Age 44.

Centex is a home builder. Revenues are $9 billion. Kimberly-Clark manufactures personal care and tissue products. Revenues are $13 billion.

CHAMPION ENTERPRISES INC.

Auburn Hills, MI

has added to its board:

G. Michael Lynch

Executive Vice President and CFO

FEDERAL-MOGUL CORP.

Southfield, MI

Bio Notes: Joined Federal-Mogul in 2000. Previously was VP and controller of Dow Chemical Co. Formerly spent 29 years at Ford Motor Co., where he held managerial positions in finance and operations.

Champion produces manufactured homes. Revenues are $1 billion. Federal-Mogul manufactures automotive parts and components. Revenues are $5 billion.

CHARLES SCHWAB CORP.

San Francisco, CA

has added to its board:

Robert N. Wilson

Bio Notes: Retired as senior vice chairman of Johnson & Johnson in May 2003. Joined J&J in 1964. Age 62.

Schwab provides brokerage and investment services. Assets are $500 billion.

CHARMING SHOPPES INC.

Bensalem, PA

has added to its board:

William O. Albertini

Bio Notes: Retired in 1999 as EVP and CFO of Bell Atlantic Corp. Began his telecommunications career at AT&T Corp.'s Bell System unit in 1967.

Charming Shoppes is a women's apparel manufacturer. Revenues are $2 billion.

CHECKPOINT SYSTEMS INC.

Thorofare, NJ

has added to its board:

William S. Antle III

Bio Notes: Was chairman, president, and CEO of Oak Industries Inc., a manufacturer of communications components, from 1989 until its merger with Corning Inc. in 2000. Formerly held senior management positions at Bain & Co. Also is a director of ESCO Technologies Inc. and Linc.net Inc.

Checkpoint Systems manufactures retail asset tracking and security products. Revenues are $640 million.

CHEESECAKE FACTORY INC.

Calabasas Hills, CA

has added to its board:

Karl L. Matthies

Bio Notes: Founded Bellagio Partners, an investment managing and consulting firm, in 2001. Previously was the senior partner in charge of consumer and real estate investment banking at Banc of America Securities. Was a founding member of Montgomery Securities, where he served from 1971-1999. Age 60.

Cheesecake Factory is a restaurant chain. Revenues are $652 million.

CHRONIMED INC.

Minnetonka, MN

has added to its board:

Karen G. Larson

President and CEO

SYNOVIS LIFE TECHNOLOGIES INC.

St. Paul, MN

Bio Notes: In present position since 1997. Joined Synovis in 1989. Age 60.

Chronimed is a prescription distribution company serving patients with chronic health conditions. Revenues are $421 million. Synovis manufactures medical products for use in thoracic, cardiac, vascular, and ophthalmic surgery. Revenues are $45 million.

CHURCH MUTUAL INSURANCE CO.

Merrill, WI

has added to its board:

Michael W. Grebe

President and CEO

LYNDE AND HARRY BRADLEY FOUNDATION

Milwaukee, WI

Michael J. Riley

Bio Notes: Grebe has been in his present position since 1992. Previously was chairman and CEO of law firm Foley & Lardner, where he was a partner for 25 years and concentrated on corporate and financial law and insurance matters. Age 63. Riley is principal of Riley Associates LLC, a consulting firm serving businesses, government agencies, and nonprofit organizations. Was previously CFO of the U.S. Postal Service from 1993-1998. Formerly held positions at Lee Enterprises and United Airlines.

Church Mutual is an insurance company. Lynde & Harry Bradley is a grantmaking institution.

CINTAS CORP.

Cincinnati, OH

has added to its board:

David C. Phillips

Co-Founder

CINCINNATI WORKS INC.

Cincinnati, OH

Bio Notes: Co-founded Cincinnati Works in 1996. Previously was with Arthur Andersen for 23 years. Also is a director of Meridian Bioscience Inc. and Summit Mutual Fund.

Cintas manufactures corporate uniforms. Revenues are $2.5 billion. Cincinnati Works is a nonprofit agency dedicated to reducing the number of people living below the poverty level.

CIRCOR INTERNATIONAL INC.

Burlington, MA

has added to its board:

Jerome D. Brady

Bio Notes: Retired in 2000 after serving three years as president and CEO of C&K Components Inc., a manufacturer of electronic components. Was chairman, president, and CEO of AM International Inc., a manufacturer of printing equipment, from 1994-1997. Age 59.

CIRCOR provides valves and fluid control products. Revenues are $340 million.

COMPUTER ASSOCIATES INTERNATIONAL INC.

Islandia, NY

has added to its board:

Gary Fernandes

Bio Notes: Had a 29-year career at Electronic Data Systems Inc. Retired as vice chairman in 1998 and became partner of Convergent Partners Ltd., a venture capital firm. Served as chairman and CEO of GroceryWorks, an Internet-based home shopping service, from 2000-2001. Also is a director of 7-Eleven Inc., BancTec Inc., and WebMethods Inc. Age 59.

Computer Associates develops computer software products. Revenues are $3 billion.

CONAGRA FOODS

Omaha, NE

has added to its board:

Stephen G. Butler

Bio Notes: Retired in 2002 as chairman and CEO of KPMG LLP, where he had had a 33-year career. Also is a director of Cooper Industries Ltd. Age 55.

ConAgra is a packaged-foods company. Revenues are $24 billion.

CONEXANT SYSTEMS INC.

Newport Beach, CA

has added to its board:

D. Scott Mercer

Chief Financial Officer

WESTERN DIGITAL CORP.

Lake Forest, CA

Bio Notes: Originally joined Western Digital in 1991 and served as the company's CFO and administrative officer for five years. Rejoined the company in 2001 after serving four years at Dell Computer Corp., where he was a VP responsible for product development and marketing and subsequently VP of finance for Dell's United Kingdom operations. Age 51.

Conexant supplies semiconductor products for the communications industry. Revenues are $634 million. Western Digital manufactures hard disk drives. Revenues are $2.5 billion.

CONMED CORP.

Utica, NY

has added to its board:

Jo Ann Golden

Managing Partner

DERMODY BURKE & BROWN

New Hartford, NY

Bio Notes: Is a certified public accountant and president of the New York State Society of Certified Public Accountants.

Conmed is a medical technology company. Revenues are $453 million. Dermody Burke is a public accounting firm.

CONSTAR INTERNATIONAL INC.

Philadelphia, PA

has added to its board:

James Lewis

Alec Taylor

President and COO

CHATTEM INC.

Chattanooga, TN

Bio Notes: Lewis is president and CEO of Lynx Chemical Group, which he joined in 2002. Formerly held executive positions at Eastman Chemical Co., including VP and general manager. Age 55. Taylor has been in his present position since 1988. Previously was a partner at the law firm Miller & Martin. Is a director of U.S. Xpress Enterprises Inc., Krystal Co., and Olan Mills Inc. Age 49.

Constar manufactures plastic containers for food, soft drinks, and water. Revenues are $704 million. Chattem manufactures over-the-counter pharmaceuticals, toiletries, and cosmetics. Revenues are $233 million.

CONTINENTAL AIRLINES INC.

Houston, TX

has added to its board:

Ronald B. Woodard

Chairman

MAGNADRIVE CORP.

Seattle, WA

Bio Notes: Co-founded MagnaDrive in 1999 after retiring as president of the commercial airplane group at Boeing Co., where he had had a 32-year career. Also is a director of Coinstar Inc. Age 60.

Continental is an airline. Revenues are $8.5 billion. MagnaDrive develops energy-efficient motor systems. It is privately held.

CRAY INC.

Seattle, WA

has added to its board:

Daniel C. Regis

Managing Director

DIGITAL PARTNERS

Seattle, WA

Bio Notes: Co-founded Digital Partners in 2000. From 1996-1999 was managing partner of Kirlan Venture Capital Inc., a technology venture fund. Formerly spent 32 years at Price Waterhouse LLP, where he was managing partner of the firm's Seattle office. Age 63.

Cray manufactures computer systems for scientific, engineering, and commercial use. Revenues are $155 million. Digital is a venture capital fund specializing in emerging technology companies.

CYPRESS SEMICONDUCTOR CORP.

San Jose, CA

has added to its board:

W. Steve Albrecht

Associate Dean

Marriott School of Management

BRIGHAM YOUNG UNIVERSITY

Provo, UT

Bio Notes: Has 31 years of accounting experience. Joined the Brigham Young faculty in 1977. Formerly held academic positions at Stanford University, the University of Illinois, and the University of Wisconsin. Was recognized as part of Utah's Centennial Celebration as one of the 131 Utah citizens who have made outstanding contributions to the state. Also was chosen in 1997 and 2002 as one of "The 100 Most Influential Accounting Professionals" in the U.S. by Accounting Today magazine.

Cypress manufactures semiconductor devices. Revenues are $775 million.

DAVE & BUSTER'S INC.

Dallas, TX

has added to its board:

Water J. Humann

David B. Pittaway

Senior Managing Director

CASTLE HARLAN INC.

New York, NY

Patricia P. Priest

Managing Director and CFO

BECK GROUP

Dallas, TX

Bio Notes: Humann founded WJH Corp., a Dallas real estate partnership, in 1991. Previously was EVP of Hunt Consolidated Inc. Formerly was group VP of LTV Corp. Age 65. Pittaway joined Castle Harlan in 1987. Previously was VP of strategic planning at Donaldson, Lufkin & Jenrette. Formerly was a management consultant in strategic planning at Bain & Co. and an attorney with Morgan, Lewis, & Bockius. Also is a director of Morton's Restaurant Group Inc. Age 51. Priest joined Beck Group in 1999. Previously was president of Intershop Real Estate Services, a Swiss real estate investment firm. Was also CFO of Rosewood Property Co. and chief investment officer at Patriot American Hospitality/Wyndham International. Began her career with KPMG Peat Marwick. Age 51.

Dave & Buster's operates restaurants and family entertainment centers. Revenues are $375 million. Castle Harlan is an investment firm. Beck is an $800 million real estate services company.

DENNY'S CORP.

Spartanburg, SC

has added to its board:

Vada Hill

Senior Vice President and Chief Marketing Officer

FANNIE MAE

Washington, DC

Debra Smithart-Oglesby

Bio Notes: Hill has been in his present position since 2002. Was SVP of marketing from 2000-2002 and SVP of single family marketing from 1999-2000. Formerly was chief marketing officer at Taco Bell Corp. and a brand manager at Procter & Gamble. Also held senior account manager positions at Ogilvy & Mather and BBDO. Also is a director of American Forests. Age 42. Smithart-Oglesby is president of O/S Partners, an investment firm serving start-up companies in the food service and retail industries. Prior to joining O/S Partners in 2000, she was CFO at Dekor Inc., a home improvement retail company. From 1997-1999 served as president of corporate services and CFO at First America Automotive Inc.

Denny's is a restaurant chain. Revenues are $2 billion. Fannie Mae provides mortgage lending services. Assets are $500 billion.

DILLARD'S INC.

Little Rock, AR

has added to its board:

Bob L. Martin

J.C. Watts

Bio Notes: Martin led the development of the international unit of Wal-Mart Stores Inc. from 1992 until he retired in 1999. Was chief information officer of Wal-Mart from 1983-1992. Also is a director of Gap Inc., Sabre Holdings Corp., Edgewater Technologies Inc., and Furniture Brands International Inc. Watts represented Oklahoma's Fourth District in the U.S. House of Representatives for eight years, ending in January 2003. Was chairman of the House Republican Conference, the fourth-highest position in that body, and was re-elected to the post two years later. Played professional football for five seasons in the Canadian Football League. Also is a director of Terex Corp. Age 45.

Dillard's is a department store retailer. Revenues are $8 billion.

DREW INDUSTRIES INC.

White Plains, NY

has added to its board:

David A. Reed

Bio Notes: Is managing partner at privately held investment partnership Causeway Capital Partners. Retired as senior vice chair at Ernst & Young LLP in 2002. Held several senior U.S. and global operating, administrative, and marketing roles in his 26-year tenure with the firm. Also is a director of Texas Industries Inc.

Drew Industries supplies windows, door products, and components for manufactured homes and recreational vehicles. Revenues are $331 million.

DRUGSTORE.COM INC.

Bellevue, WA

has added to its board:

Gregory S. Stanger

Senior Vice President and CFO

EXPEDIA INC.

Bellevue, WA

Bio Notes: In present position since 2000. Joined Expedia in 1999 as VP and CFO. Previously was senior director of corporate development at Microsoft Corp. from 1998-1999. Formerly was an investment banker at Paine Webber.

Drugstore.com is an online retailer of health, beauty, and personal care products. Revenues are $194 million. Expedia provides online travel-planning services. Revenues are $673 million.

DYNEGY INC.

Houston, TX

has added to its board:

David W. Biegler

Patricia A. Hammick

William L. Trubeck

Executive Vice President

WASTE MANAGEMENT INC.

Houston, TX

Bio Notes: Biegler retired in 2002 as vice chairman of energy company TXU Corp., where he was president and COO from 1997-2001. Was president and CEO of Enserch Corp. from 1993-1997. Also is a director of Trinity Industries Inc. and JP Morgan Chase-Dallas. Age 56. Hammick is a consultant and adjunct professor in graduate studies at George Washington University. Served as SVP at Columbia Energy Group from 1998-2000. From 1983-1996 was COO at the National Gas Supply Association in Washington, D.C. Also is a director of Consol Energy Inc. Age 56. Trubeck joined Waste Management in 2000. Was previously SVP and CFO of International Multifoods. Had been SVP of finance and CFO of SPX Corp. from 1994-1997. Age 56.

Dynegy is a natural gas and power company. Revenues are $6 billion. Waste Management provides waste removal and disposal services. Revenues are $11 billion.

EATON CORP.

Cleveland, OH

has added to its board:

Gregory R. Page

President and COO

CARGILL. INC.

Wayzata, MN

Kiran M. Patel

Executive Vice President and CFO

SOLECTRON CORP.

Milpitas, CA

Bio Notes: Page has been in his present position since 2000. Joined Cargill in 1974. Patel joined Solectron in 2001. Previously spent 27 years at Cummins Inc., where he became president and CFO in 1996 and EVP in 1999. Age 54.

Eaton is a diversified industrial manufacturer. Revenues are $7 billion. Cargill is an agricultural and food products company. Revenues are $50 billion. Solectron provides electronics manufacturing and supply-chain management services to high-tech electronics companies. Revenues are $12 billion.

EDISON SCHOOLS INC.

New York, NY

has added to its board:

Edward S. Harris

Bio Notes: Independent financial consultant. From 1998-2002 served as director of investment management for Vulcan Ventures Inc. From 1992-1998 was CFO of three technology companies: Claircom Communications Group, an affiliate of McCaw Cellular Inc.; Starwave Inc., an Internet company; and Mirror Software Inc., a provider of medical imaging software. Formerly was an investment banker with Salomon Brothers Inc. Also is a director of Click2Learn.com and First Virtual Communications.

Edison is an operator of public schools. Revenues are $450 million.

EL PASO CORP.

Houston, TX

has added to its board:

James L. Dunlap

Bio Notes: Was vice chairman, president, and COO of Ocean Energy/United Meridian Corp. from 1996-1999. Previously was SVP at Texaco Inc. and president and CEO of its Canadian unit. Also is a director of Massachusetts Mutual Life Insurance Co.

El Paso provides natural gas services. Revenues are $57 billion.

ELECTRONICS BOUTIQUE HOLDINGS CORP.

West Chester, PA

has added to its board:

Alfred J. Stein

Bio Notes: Had a 40-year career in the high-technology industry. Served as chairman and CEO of VLSI Technology Inc. from 1982 until it was acquired by Philips Electronics in 1999. Previously was CEO of Arrow Electronics Corp. Formerly held management positions at Texas Instruments and Motorola Corp.

Electronics Boutique is a retailer of electronic and video games. Revenues are $1 billion.

ENTERGY CORP.

New Orleans, LA

has added to its board:

Alexis Herman

Bio Notes: Chairwoman and CEO of New Ventures Inc., a consulting firm. Served as former President Bill Clinton's Secretary of Labor and was the first African-American to hold that position. Founded and was president of A.M. Herman & Associates, where she advised state and local governments on human resources and training issues. Was also CEO of the 1992 Democratic National Convention Committee. Also is a director of Cummins Inc., Presidential Life Insurance Co., and MGM/Mirage. Age 55.

Entergy operates power utility companies. Revenues are $8.5 billion.

ESTEE LAUDER COMPANIES INC.

New York, NY

has added to its board:

Rose M. Bravo

Chairman and CEO

BURBERRY LTD.

London, England

Bio Notes: In present position since 1997. Was previously president of Saks Fifth Avenue from 1992-1997. Held positions at R.H Macy & Co. from 1974-1992. Also is a director of Tiffany & Co. Age 52.

Estee Lauder manufactures skin care and fragrance products. Revenues are $5 billion. Burberry is a retailer of luxury goods and upscale apparel.

EXULT INC.

Irvine, CA

has added to its board:

Mary A. Taylor

Bio Notes: Served as chairman, president, and CEO of HomeGrocer.com until it was acquired by Webvan in 2000. Previously was EVP for worldwide operations and technology at Citibank, which she joined in 1997. Spent 16 years at Federal Express, where she held various financial and operational management positions. Earlier in her career held management positions at Shell Oil Co., Cook Industries, and Northern Telecom Inc. Also is a director of Allstate Corp., Autodesk Inc., Blue Nile, and Sabre Holdings.

Exult provides outsourced human resources management and consulting services. Revenues are $440 million.

FISERV INC.

Brookfield, WI

has added to its board:

Thomas C. Wertheimer

Bio Notes: Retired in 2000 from PricewaterhouseCoopers, where he was lead audit partner. Served on the board of partners at Coopers & Lybrand prior to its merger with Price Waterhouse in 1998.

Fiserv provides information management technology to financial services companies. Revenues are $2.6 billion.

FISHER SCIENTIFIC INTERNATIONAL INC.

Hampton, NH

has added to its board:

Charles A. Sanders

Chairman

FOUNDATION FOR NATIONAL INSTITUTES OF HEALTH

Bethesda, MD

Bio Notes: In present position since 1996. Was CEO of Glaxo Inc. from 1989-1994 and chairman from 1992-1995. Formerly spent eight years at Squibb Corp. and was a professor of medicine at Harvard Medical School. Also is a director of BioPure Corp., Cephalon Inc., Genentech Inc., and Vertex Pharmaceuticals.

Fisher manufactures scientific research and clinical laboratory equipment. Revenues are $3 billion.

FLUOR CORP.

Aliso Viejo, CA

has added to its board:

Paul M. Anderson

Kent Kresa

Bio Notes: Anderson retired in 2002 as CEO and managing director of BHP Billiton, a natural resources products company. Previously was president and C00 of Duke Energy Corp. and served as chairman and CEO of PanEnergy Corp. Kresa retired as CEO of Northrop Grumman Corp. in April 2003. Joined Northrop Grumman in 1975 and became president in 1987 and chairman and CEO in 1990. Also is a director of Avery Dennison Corp. and Eclipse Aviation Corp.

Fluor provides engineering and construction services. Revenues are $10 billion.

FOAMEX INTERNATIONAL INC.

Linwood, PA

has added to its board:

Henry Tang

Partner

BAKER BOTTS LLP

New York, NY

Bio Notes: Joined Baker Botts in 1998. From 1982-1997 was an attorney at the law firm of Brumbaugh, Graves, Donohue and Raymond, where he became partner in 1986. Specializes in intellectual property, patents, and technology licensing. Age 62.

Foamex manufactures cushioning for bedding, furniture, carpeting, and automobiles. Revenues are $1 billion. Baker Botts is a law firm.

FRONTIER AIRLINES INC.

Denver, CO

has added to its board:

Hank Brown

President and CEO

DANIELS FUND

Denver, CO

Bio Notes: Was formerly president of the University of Northern Colorado. From 1990-1997 served as a U.S. Senator. Also served five consecutive terms in the U.S. House of Representatives. Was a member of the Colorado Senate from 1972-1976. Also is a director of Alaris Medical Inc., StarTek Inc., and Sealed Air Corp. Age 63.

Frontier is an airline. Revenues are $470 million. Daniels Fund is a charitable foundation.

FURNITURE BRANDS INTERNATIONAL INC.

St. Louis, MO

has added to its board:

Bob L. Martin

Bio Notes: Led the development of the international unit of Wal-Mart Stores Inc. from 1992 until he retired in 1999. Was chief information officer of Wal-Mart from 1983-1992. Also is a director of Gap Inc., Sabre Holdings Corp., Edgewater Technologies Inc., and Dillards Inc.

Furniture Brands is a home furnishings manufacturer. Revenues are $2 billion.

GAP INC.

San Francisco, CA

has added to its board:

Howard Behar

Bio Notes: Former executive of Starbucks Inc., which he joined in 1989 as VP of retail stores. Became EVP of sales and operations in 1993 and president of Starbucks' international unit in 1994. Led Stabucks' first international expansion, opening more than 400 locations in 11 countries during a five-year period in the 1990s. Retired in 1999 and returned to Starbucks in 2001 to serve as interim president of its North American unit. Also is a director of Starbucks and Shurgard Storage Centers Inc. Age 58.

Gap is an apparel retailer. Revenues are $15 billion.

GARDEN FRESH RESTAURANT CORP.

San Diego, CA

has added to its board:

Edward A. Blechschmidt

Bio Notes: Served as chairman and CEO of Gentiva Health Services Inc. from 2000-2002. Previously was CEO of Olsten Corp., a staffing services company and the parent company from which Gentiva was spun off in 2000. From 1996-1998 was president and CEO of the American unit of Siemens Nixdorf. Formerly served at Unisys Corp. for more than 20 years. Age 50.

Garden Fresh operates buffet-style restaurants. Revenues are $216 million.

GENERAL DYNAMICS CORP.

Falls Church, VA

has added to its board:

William P. Fricks

Jay L. Johnson

Senior Vice President

DOMINION ENERGY INC.

Richmond, VA

Bio Notes: Fricks was chairman and CEO of Newport News Shipbuilding Inc. from 1997-2001 and president and CEO of that company from 1995-1996. Age 58. Johnson has also served as president and CEO of Dominion Delivery and Dominion Telecom since 2002. Was chief of naval operations for the U.S. Navy from 1996-2000. Age 56.

General Dynamics manufactures defense technology and communications systems. Revenues are $14 billion. Dominion Energy is a subsidiary of Dominion Resources Inc., an electric and gas power company that has revenues of $10 billion.

GENESEE & WYOMING INC.

Greenwich, CT

has added to its board:

Robert W. Anestis

Chairman, President, and CEO

FLORIDA EAST COAST INDUSTRIES INC.

St. Augustine, FL

Peter O. Scannell

Chairman and CEO

ROCKWOOD SERVICE CORP.

Greenwich, CT

Bio Notes: Anestis has been active in the railroad industry for more than 20 years as an attorney, financial adviser, and principal. In present position since 1999. From 1986-1998 was president of Anestis & Co., an investment banking and financial advisory firm. Also is a director of Champion Enterprises Inc. Age 57. Scannell is founder and managing general partner of Rockwood Holdings LP, a private investment firm. Also serves as chairman and CEO of Kane Holding Co., a manufacturer of architectural products. Began his career at Peat Marwick Mitchell & Co.

Genesee & Wyoming operates regional freight railroads and provides related rail services. Revenues are $220 million. Florida East Coast operates businesses in the railroad and real estate industries. Revenues are $303 million.

GENTEX CORP.

Zeeland, MI

has added to its board:

Gary Goode

Bio Notes: Retired in 2001 after a 29-year career at Arthur Andersen LLP, where he served companies in the automotive industry.

Gentex manufactures automatic rearview mirrors and fire protection products. Revenues are $395 million.

GILLETTE CO.

Boston, MA

has added to its board:

Roger K. Deromedi

Co-CEO

KRAFT FOODS INC.

Rye Brook, NY

Fred Langhammer

President and CEO

ESTEE LAUDER CO.

New York, NY

Bio Notes: Deromedi (pictured) has more than 25 years of management experience in the food industry in Europe, Asia, and North America. In present position since 2001. Since 1999 has also served as president and CEO of Kraft's international unit. Age 48. Langhammer joined Estee Lauder in 1975. Was president and COO from 1995-1999. In present position since 2000. Age 58.

Gillette manufactures razors, electric shavers, toiletries, and small household appliances. Revenues are $8.5 billion. Kraft is a food and beverages company. Revenues are $30 billion. Estee Lauder manufactures skin care, makeup, fragrances, and hair care products. Revenues are $5 billion.

HARTMARX CORP.

Chicago, IL

has added to its board:

James P. Dollive

Senior Vice President and CFO

KRAFT FOODS INC.

North field, IL

Bio Notes: In present position since 2001. Has held various finance positions since joining Kraft in 1978, including VP of finance for Kraft Foods Canada and VP of finance and strategy for Kraft's Western European Jacobs Suchard unit. Age 51.

Hartmarx manufactures men's apparel. Revenues are $565 million. Kraft is a subsidiary of Altria Group Inc., a tobacco and food products company that has revenues of $90 billion.

HENRY SCHEIN INC.

Melville, NY

has added to its board:

Louis W. Sullivan

Bio Notes: Was founding president of Morehouse School of Medicine and held that title from 1981-1989 and from 1993-2002. Was U.S. Secretary of the Department of Health & Human Services from 1989-1993. Also is a director of Bristol-Myers Squibb Co., 3M Corp., Georgia-Pacific Corp., Cigna Corp., Equifax Inc., EndoVascular Instruments Inc., BioSante Pharmaceuticals Inc., and United Therapeutics Corp.

Henry Schein provides healthcare products and services. Revenues are $3 billion.

HERSHEY FOODS CORP.

Hershey, PA

has added to its board:

Harriet Edelman

SVP and Chief Information Officer

AVON PRODUCTS INC.

New York, NY

Marie J. Toulantis

Chief Executive Officer

BARNES & NOBLE.COM

New York, NY

Bio Notes: Edelman has been in her present position since 2000. Began her career at Avon in U.S. marketing and has held leadership positions in marketing, sales operations, and IT. Toulantis joined Barnes & Noble in 1997 as EVP. In 1999 became CFO of Barnes & Noble.com and oversaw its $500 million IPO, the largest Internet IPO to be completed at the time. Became president and COO in 2001. Formerly was SVP at Chase Manhattan Bank.

Hershey manufactures chocolate and chocolate-related food products. Revenues are $4 billion. Avon supplies beauty products. Revenues are $6 billion. Barnes & Noble.com is an e-commerce bookseller.

HYPERCOM CORP.

Phoenix, AZ

has added to its board:

Norman Stout

EVP and Chief Administrative Officer

INTER-TEL INC.

Tempe, AZ

Bio Notes: In present position since 1998. Previously was COO of Oldcastle Architectural Products and CEO of Boorhem-Fields Inc., a Dallas manufacturer of crushed stone. Held accounting positions at Coopers & Lybrand from 1982-1986.

Hypercom manufactures electronic payment and transaction terminals. Revenues are $255 million. Inter-tel provides business communications systems, voice mail systems, and networking systems. Revenues are $382 million.

ILLINOIS TOOL WORKS INC.

Glenview, IL

has added to its board:

Robert S. Morrison

Bio Notes: Retired in February 2003 as vice chairman of PepsiCo. Led Quaker Oaks Co. as chairman, president, and CEO from 1997 until the company merged with PepsiCo. in 2001. Formerly was chairman and CEO of Kraft Inc. Began his career at Procter & Gamble. Also is a director of 3M, Tribune Co., and Aon Corp.

Illinois Tool manufactures engineered plastic and metal components. Revenues are $10 billion.

IMC GLOBAL CORP.

Lake Forest, IL

has added to its board:

Bernard M. Michel

Bio Notes: Has 36 years of engineering and management experience in the mining and nuclear industries. Served as chairman and CEO of Cameco Corp., a uranium producer, from 1993-2002, when he retired as CEO. Retired as chairman in March 2003. Joined Cameco in 1988 and became CEO in 1991. Formerly was president of Amok Ltd. and managed the operations of a Canadian potash mine. Also is a director of IPSCO Inc. and Canadian Light Source Inc.

IMC is a manufacturer of crop nutrients, animal feed ingredients, and salt. Revenues are $2 billion.

INFOSPACE INC.

Bellevue, WA

has added to its board:

Vanessa Wittman

Executive Vice President and CFO

ADELPHIA COMMUNICATIONS CORP.

Coudersport, PA

Bio Notes: In present position since March 2003. Previously was CFO of 360networks, a broadband network services provider, where she led the company's restructuring efforts and successful emergence from bankruptcy protection in 2002. Formerly was senior director of corporate development at Microsoft Corp. and CFO of Metricom Inc., a wireless services company.

InfoSpace provides wireless and Internet software. Revenues are $136 million. Adelphia provides cable television and broadband services. Revenues are $3.5 billion. The company declared bankruptcy in June 2002.

J.P. MORGAN CHASE & CO.

New York, NY

has added to its board:

John H. Biggs

Bio Notes: Served as chairman and CEO of TIAA-CREF from 1993 until he retired in 2002. Also is a director of Boeing Co. Age 66.

J.P. Morgan Chase is a banking company. Assets are $500 billion.

KELLWOOD CO.

St. Louis, MO

has added to its board:

Larry R. Katzen

Bio Notes: Retired from Arthur Andersen as managing partner in 2002 after a 30-year career in the accounting field. Had been partner at Andersen since 1978. Age 57.

Kellwood is an apparel manufacturer. Revenues are $2 billion.

KRISPY KREME DOUGHNUTS INC.

Winston-Salem, NC

has added to its board:

Erskine Bowles

Senior Adviser

CAROUSEL CAPITAL

Charlotte, NC

Su Hua Newton

St. Helena, CA

Bio Notes: Bowles (pictured) co-founded Carousel Capital in 1996. From 1999-2001 was general partner of investment firm Forstmann Little. From 1996-1998 served as White House Chief of Staff under President Clinton. Was Assistant to the President and Deputy Chief of Staff from 1994-1995. Newton founded Newton Vineyard in 1978. She previously worked at the London Journal newspaper.

Krispy Kreme is doughnut retail chain. Revenues are $492 million.

KROGER CO.

Cincinnati, OH

has added to its board:

Susan M. Phillips

Dean

School of Business and Public Management

GEORGE WASHINGTON UNIVERSITY

Washington, DC

Bio Notes: Has been dean and professor of finance at George Washington since 1988. From 1991-1998 served on the board of governors at the Federal Reserve System. Was a commissioner of the Commodity Futures Trading Commission from 1981-1987. Also is a director of State Farm Mutual Automobile Insurance Co.

Kroger is a grocery store chain. Revenues are $52 billion.

L-3 COMMUNICATIONS

HOLDINGS INC.

New York, NY

has added to its board:

Claude R. Canizares

Associate Provost and

Bruno Rossi Professor

of Experimental Physics

MASSACHUSETTS INSTITUTE

OF TECHNOLOGY

Cambridge, MA

Bio Notes: Has been a faculty member at MIT since 1974 and became professor of physics in 1984. Also is a principal investigator and associate director of NASA's Chandra X-ray Observatory.

L-3 provides secure communications and intelligence, surveillance, and reconnaissance systems and services. Revenues are $4 billion.

LIGHTBRIDGE INC.

Burlington, MA

has added to its board:

Dorothy Terrell

Bio Notes: Has extensive experience in managing technology companies. Held management positions at NMS Communications and Sun Microsystems Inc. Also is a director of Herman Miller Inc., General Mills Inc., and Sears, Roebuck & Co.

Lightbridge supplies customer support products and services for communications providers. Revenues are $133 million.

LOCKHEED MARTIN CORP.

Bethesda, MD

has added to its board:

Joseph W. Ralson

Vice Chairman

COHEN GROUP

Washington, DC

Bio Notes: Retired in March 2003 as Commander of the U.S. European Command and Supreme Allied Commander in Europe. Previously was vice chairman of the Joint Chiefs of Staff. Joined the U.S. Air Force in 1965. Age 59.

Lockheed Martin manufactures aerospace technology systems, electronics, and information systems. Revenues are $28 billion. Cohen Group is an international business strategic consulting firm.

LUCENT TECHNOLOGIES INC.

Murray Hill, NJ

has added to its board:

Edward E. Hagenlocker

Bio Notes: Served as vice chairman of Ford Motor Co. in 1996 and chairman of Visteon Automotive Systems from 1997 until his retirement in 1999. Joined Ford in 1964 as a research scientist. Was named president of Ford's automotive operations in 1994 and chairman of European operations in 1996. Also is a director of Air Products & Chemicals, Standard Companies Inc., AmeriSourceBergen Corp., and Boise Cascade Corp. Age 63.

Lucent manufactures communications networks. Revenues are $11 billion.

MANTECH INTERNATIONAL CORP.

Fairfax, VA

has added to its board:

Stephen D. Harlan

Bio Notes: Chairman of Harlan Enterprises LLC, a specialized real estate investment firm. Before founding Harlan in 2001 was chairman of H.G. Smithy Co., a real estate management and investment firm, which he joined in 1993. Formerly was vice chairman of KPMG Peat Marwick. Was appointed in 1995 by President Clinton to the District of Columbia's Financial Responsibility and Management Assistance Authority, where he served as vice chairman until 1998.

ManTech provides information technology services to federal government customers. Revenues are $540 million.

MCDONALD'S CORP.

Oak Brook, IL

has added to its board:

Robert A. Eckert

Chairman and CEO

MATTEL INC.

El Segundo, CA

Cary D. McMillan

Chief Executive Officer

Branded Apparel

SARA LEE CORP.

Chicago, IL

John W. Rogers Jr.

Chairman and CEO

ARIEL CAPITAL MANAGEMENT INC.

Chicago, IL

Bio Notes: Eckert has been in his present position since 2000. From 1997-2000 was president and CEO of Kraft Foods Inc., where he served in various positions for 23 years, including president of the Oscar Meyer foods division from 1993-1995. Age 48. McMillan has been in his present position since 2000. From 1980-1999 was managing director of the Chicago office of Arthur Andersen LLP. Also is a director of Hewitt Associates Inc. Age 45. Rogers founded Ariel Capital Management in 1983. Also is a director of Aon Corp., Bank One Corp., Exelon Corp., and GATX Corp. Age 45.

McDonald's is a fast-food restaurant chain. Revenues are $15 billion. Mattel is a toy manufacturer. Revenues are $4 billion. Sara Lee is a food and consumer products company. Revenues are $ 17 billion.

MELLON FINANCIAL CORP.

Pittsburgh, PA

has added to its board:

Ruth E. Bruch

SVP and Chief Information Officer

LUCENT TECHNOLOGIES INC.

Murray Hill, NJ

Bio Notes: Joined Lucent in 2002. Previously was VP and CIO for Visteon Corp. Formerly served as president and COO of Zonetrader. com and was VP and CIO of Union Carbide Corp. Age 49.

Mellon is a financial services company. Revenues are $1 billion. Lucent provides communications networks. Revenues are $10 billion.

MILLIPORE CORP.

Billerica, MA

has added to its board:

Carl A. Spaulding

President and CO0

PAREXEL INTERNATIONAL CORP.

Waltham, MA

Bio Notes: In present position since 2001. From 1998-2000 served as EVP and group president of Cardinal Health Inc's healthcare product services unit. From 1992-1998 was divisional VP of the Ross Pediatric Products unit of Abbott Laboratories. Formerly spent 22 years with Johnson & Johnson. Age 57.

Millipore is a bioscience company that manufactures separations technology used for the analysis and identification of liquids and gases. Revenues are $725 million. Parexel provides research, medical marketing, consulting, and technology products and services to the pharmaceutical, biotechnology, and medical device industries. Revenues are $617 million.

NAUTILUS GROUP INC.

Vancouver, WA

has added to its board:

Robert S. Falcone

Executive Vice President and CFO

BEARINGPOINT INC.

McLean, VA

Bio Notes: In present position since April 2003. Was previously a financial consultant to early-stage companies. Served as SVP and CFO of 800.com, an Internet retailer of consumer electronics, from 2000-2002. From 1992-1998 was SVP and CFO of Nike Inc. Also is a director of RadioShack Corp. and International Microcomputer Software.

Nautilus manufactures health and fitness products. Revenues are $585 million. BearingPoint, formerly KPMG Consulting, is a management and technology strategy consulting firm. Revenues are $821 million.

NAVIGATORS GROUP INC.

New York, NY

has added to its board:

Peter A. Cheney

Bio Notes: Served at National Re Corp. from 1977-1996. Held various positions, including EVP and CFO. Began his career with Price Waterhouse & Co. in 1970.

Navigators is an insurance company. Revenues are $252 million.

NCR CORP.

Dayton, OH

has added to its board:

Victor L. Lund

Bio Notes: Is non-executive chairman of Mariner dHealth Care Inc. Previously was chairman and CEO of American Stores Co., where he spent 22 years until it was acquired by Albertsons Inc. in 1999. Formerly was a practicing certified public accountant. Also is a director of Borders Group Inc. and Service Corp. International. Age 55.

NCR provides technology and services to the retail, financial services, communications, travel, and transportation industries. Revenues are $5.5 billion.

NETWORK ASSOCIATES INC.

Santa Clara, CA

has added to its board:

Robert B. Bucknam

Senior Vice President

Government and International Affairs

CROSS MATCH TECHNOLOGIES INC.

Arlington, VA

Bio Notes: Served as chief of staff for the Federal Bureau of Investigation from 1993-2001. Held various government positions during a 25-year career, including deputy assistant attorney general for the criminal division of the U.S. Department of Justice and deputy chief for the criminal division of the U.S. Attorney's Office in New York.

Network Associates provides network and e-commerce security products and software. Revenues are $936 million. Cross Match provides forensic-quality fingerprint and palm print capture devices. It is privately held.

NEW YORK LIFE INSURANCE CO.

New York, NY

has added to its board:

Frederick O. Terrell

Chief Executive Officer

PROVENDER CAPITAL GROUP LLC

New York, NY

Bio Notes: Founded Provender in 1997. Previously was managing director and partner with Credit Suisse First Boston, where he began his investment banking career in 1983. Headed Credit Suisse First Boston's mortgage finance group and was a senior member of its principal transactions group. Also is a director of Wellchoice Inc. and Carver Bancorp Inc.

New York Life is a mutual life insurance company. Assets are $100 billion. Provender is an investment firm focused in the areas of financial services, consumer and retail products, and the media.

NEWFIELD EXPLORATION CO.

Houston, TX

has added to its board:

John R. Kemp III

Bio Notes: Retired from Conoco Inc. in 1999 as president of its American exploration production unit. Joined Conoco in 1966 and served as VP of the exploration production unit in South America, Africa, Asia, and the Middle East.

Newfield is a natural gas and oil exploration and production company. Revenues are $793 million.

NU SKIN ENTERPRISES INC.

Provo, UT

has added to its board:

Joe Ferreira

Bio Notes: Worked for more than 20 years at Avon Corp. Oversaw segments of the company's international operations, including Latin America, Asia, and Europe. Was CO0 of Avon's international and new business development unit when he retired in 2001.

Nu Skin is a direct-selling company that distributes personal care products and nutritional supplements. Revenues are $967 million.

NUCOR CORP.

Charlotte, NC

has added to its board:

Thomas A. Waltermire

Chairman and CEO

POLYONE CORP.

Cleveland, OH

Bio Notes: In present position since 2000. Previously was chairman and CEO of Geon Co, which he joined in 1993. Began his career at BF-Goodrich Co., where he served for 20 years in a variety of posts, including VP of investor relations. Age 52.

Nucor manufactures steel products. Revenues are $4.5 billion. PolyOne manufactures thermoplastic compounds and polymers. Revenues are $2.5 billion.

ORBITAL SCIENCES CORP.

Dulles, VA

has added to its board:

Edward F. Crawley

Professor

Aeronautics and Astronautics

MASSACHUSETTS INSTITUTE

OF TECHNOLOGY

Cambridge, MA

Bio Notes: Teaches and performs research on the development of structural designs, dynamics, and modeling, particularly with application to spacecraft. Has served as chairman of the American Society of Mechanical Engineers and International Gas Turbine Institute. Currently is chairman of the Soaring Society of America Structures and Materials Panel. Is an active pilot and was the 1990 and 1995 Northeast Regional soaring champion.

Orbital Sciences is a space technology and satellite services company. Revenues are $568 million.

OVERLAND STORAGE INC.

San Diego, CA

has added to its board:

John Mutch

Bio Notes: Was president and CEO of HNC Software from 1997 until it was acquired by Fair Isaac & Co. in 2002. Founded MVenture Holdings Inc., a private equity fund that invests in public and private technology companies. Held executive marketing positions at Microsoft Corp., NCR/Datacopi, and Prentice Hall Inc.

Overland Storage provides software storage systems for computer networks. Revenues are $160 million.

PAC-WEST TELECOMM INC.

Stockton, CA

has added to its board:

Tom Munro

Bio Notes: Retired in January 2003 after serving three years as president of Wireless Facilities Inc., a provider of wireless mobility and broadband wireless networks. Previously was founder and CEO of a retail sporting goods website Was CFO at Precision Digital Images Inc. from 1994-1995 and at MetLife Capital Corp. from 1981-1994.

Pac-West provides telecommunications and Internet access services. Revenues are $164 million.

PACIFIC SUNWEAR OF

CALIFORNIA INC.

Anaheim, CA

has added to its board:

Thomas Murnane

Peter Starrett

Bio Notes: Murnane retired in 2002 as a partner at PricerwaterhouseCoopers, where he had held various retail and strategic management positions. Starrett is president of Peter Starrett Associates, a retail advisory firm he founded in 1998. Previously served as president of Warner Bros Studio Stores, president and CEO of Plymouth Lamston Stores, and chairman and CEO of the specialty stores division of Federated Department Stores. Began his retail career in 1975 at May Department Stores.

Pacific Sunwear provides casual apparel for young adults. Revenues are $846 million.

PACTIV CORP.

Lake Forest, IL

has added to its board:

K. Dane Brooksher

Chairman and CEO

PROLOGIS TRUST

Aurora, CO

Bio Notes: In present position since 1999. Formerly was managing partner at KPMG Peat Marwick. Also is a director of Butler Manufacturing Co. Age 63.

Pactiv provides protective and flexible packaging and food service products. Revenues are $3 billion. ProLogis is a real estate investment trust that operates industrial distribution facilities. Revenues are $675 million.

PEPSI BOTTLING

GROUP INC.

Somers, NY

has added to its board:

Ira D. Hall

Chief Executive Officer

UTENDAHL CAPITAL MANAGEMENT LP

New York, NY

Bio Notes: In present position since 2002. Previously was treasurer of Texaco Inc. from 19992001. Formerly spent 13 years at IBM Corp., where he was director of international operations and treasurer of the U.S. unit. Also is a director of Imagistics International Inc., Reynolds & Reynolds Co., and Teco Energy Inc.

Pepsi manufactures soft drinks. Revenues are $9 billion. Utendahl is a financial services firm.

PHELPS DODGE CORP.

Phoenix, AZ

has added to its board:

Jon C. Madonna

Chairman

DIGITALTHINK INC.

San Francisco, CA

Bio Notes: In present position since 2002. Had been president and CEO since joining Digital-Think in 2000. From 1997-1998 served as vice chairman of Travelers Group. Previously had a 28-year career at KPMG Peat Marwick, where he was chairman and CEO from 1990-1996. Also is a director of AT&T Corp., Albertsons Inc., Neuberger Berman Inc., and Tidewater Inc. Age 59.

Phelps Dodge is a copper mining company. Revenues are $4 billion. DigitalThink provides online learning courses to businesses. Revenues are $42 million.

PRG-SCHULTZ

INTERNATIONAL INC.

Atlanta, GA

has added to its board:

Gerald E. Daniels

Vice Chairman and CEO

ENGINEERED SUPPORT SYSTEMS INC.

St. Louis, MO

Bio Notes: In present position since April 2003. Was previously chief executive officer of the military aircraft and missile systems unit of Boeing Co. from 2000-2002. Formerly was a VP and general manager at McDonnell Douglas, which he joined in 1979, after serving 12 years in the U.S. Navy Submarine Force. Age 57.

PRG-Schultz provides recovery audit services. Revenues are $453 million. Engineered Support Systems manufactures military support equipment and electronics. Revenues are $438 million.

PULITZER INC.

St. Louis, MO

has added to its board:

Richard W. Moore

Partner

MEADERS, DUCKWORTH & MOORE

New York, NY

Bio Notes: Joined Meaders Duckworth in 1990. Practice is concentrated in the areas of trusts and estates, estate planning, and residential real estate. Age 53.

Pulitzer is a newspaper publishing company. Revenues are $416 million. Meaders Duckworth is a law firm.

QUANTUM CORP.

Milpitas, CA

has added to its board:

Man L. Earhart

Bio Notes: Has more than 30 years of financial and accounting management experience. Began his career in 1970 with Coopers & Lybrand. Became regional managing partner before the firm's 1998 merger with Price Waterhouse. Later became managing partner of the Silicon Valley offices at PricewaterhouseCoopers.

Quantum manufactures data storage and data protection products and systems. Revenues are $880 million.

ROUGE INDUSTRIES INC.

Dearborn, MI

has added to its board:

Edward A. Ferkany

Bio Notes: Retired in March 2003 as group president of Worthington Steel Co., after 29 years of service to Worthington Industries. Had been president of Worthington Steel since 2001.

Rouge manufactures flat-rolled carbon steel products. Revenues are $1 billion.

S1 INTERNATIONAL

Reston, VA

has added to its board:

Charles A. Bowsher

Bio Notes: In 1996 completed 15 years as U.S. Comptroller General and head of the General Accounting Office. Previously spent 25 years at Arthur Andersen & Co., during which time he was Assistant Secretary of the Navy for Financial Management. Also is a director of American Express Bank and Washington Mutual Investors Fund. Age 71.

S1 provides information technology and network services to the federal government. Revenues are $150 million.

SALTON INC.

Lake Forest, IL

has added to its board:

Steve Oyer

Vice President

Global Business Development

STANDARD & POOR'S LLC

New York, NY

Bio Notes: In present position since 2002. Previously served as CFO of Saflink Corp., a manufacturer of network and information security software products. From 1995-2000 held positions at Murray Johnstone International Ltd., where he was responsible for the marketing of investment management services and private equity sales. Formerly held positions at Nicholas-Applegate, Harris Bank, and Bank of Montreal Trust Co.

Salton manufactures small appliances and personal care products. Revenues are $923 million. Standard & Poor's is a subsidiary of McGrawHill Cos., a financial services publishing company that has revenues of $4 billion.

SEAGATE TECHNOLOGY

Scotts Valley, CA

has added to its board:

Donald Kiernan

Bio Notes: From 1990-2001 served at SBC Communications, where he had been senior EVP and CFO since 1993. Formerly spent 20 years in public accounting as an auditor and was a partner with Ernst & Young. Also is a director of LaBranche & Co., Horace Mann Educators Corp., and Viad Corp.

Seagate manufactures hard disk drives and information storage systems. Revenues are $6 billion.

SILICON

LABORATORIES INC.

Austin, TX

has added to its board:

Robert T. Enloe III

President and CEO

OPTISOFT INC.

Richardson, TX

Bio Notes: Is managing general partner of Balquita Partners Ltd., a family securities and real estate investment partnership. Served as president and CEO of Liberte Investors Inc. until his retirement in 1996. Former vice chairman of Compaq Computer Corp. Was president and interim CEO of Surgient Networks Inc., a computer equipment and software company, during 2002. Also is a director of Leggett & Platt Inc.

Silicon Laboratories manufactures mixed-signal integrated circuits. Revenues are $217 million. OptiSoft manufactures traffic signal platforms. It is privately held.

SNAP-ON INC.

Pleasant Prairie, WI

has added to its board:

W. Dudley Lehman

Group President

Infant and Child Care Division

KIMBERLY-CLARK CORP.

Neenah, WI

Bio Notes: Joined Kimberly-Clark in 1976. Held various marketing positions before being named to his present position in 1995. Leads the infant and child care businesses internationally and is responsible for Kimberly-Clark's consumer marketing support functions. Age 51.

Snap-on manufactures tools. Revenues are $2 billion. Kimberly-Clark manufactures personal care and tissue products. Revenues are $13 billion.

SOUTHWEST AIRLINES CO.

Dallas, TX

has added to its board:

Louis Caldera

Vice Chancellor for University Advancement

CALIFORNIA STATE UNIVERSITY SYSTEM

Long Beach, CA

Nancy A. Loeffier

Bio Notes: Caldera served as U.S. Secretary of the Army from 19982001. Served as managing director and COO of the Corporation for National & Community Service, a federal grant agency. Also served as a member of the California State Legislature for five years and was a deputy county counsel in Los Angeles County. Also is a director of Belo Corp and Iomega Corp. Loeffier is a member of the University of Texas M.D. Anderson Cancer Center Board of Visitors and a member of the Board of Regents at St. Mary's University. Also serves on the board of the South Texas Communication Foundation and the National Cowgirl Museum and Hall of Fame.

Southwest is an airline. Revenues are $5.5 billion.

SPRINT PCS GROUP

Kansas City, MO

has added to its board:

Michael Sears

Executive Vice President and CFO

BOEING CO.

Chicago, IL

Bio Notes: In present position since 2002. Joined Boeing in 1998. Formerly served as president of McDonnell Douglas Aerospace's aircraft and missile systems unit. Age 55.

Sprint is a communications company. Revenues are $12 billion. Boeing manufactures aircraft and defense systems. Revenues are $53 billion.

ST. PAUL COMPANIES INC.

St. Paul, MN

has added to its board:

James Lawrence

Executive Vice President and CFO

GENERAL MILLS INC.

Minneapolis, MN

Bio Notes: Joined General Mills in 1998. Was also EVP of Northwest Airlines and president and CEO of the Asian, Middle Eastern, and African units of Pepsi-Cola. Formerly was co-founder and chairman of LEK Partnership, a corporate strategy consulting firm. Previously was a partner with Bain & Co. and led its London and Munich offices. Also is a director of Avnet Inc. Age 50.

St. Paul provides commercial property-liability insurance services. Revenues are $9 billion. General Mills produces packaged consumer foods. Revenues are $10 billion.

STEVEN MADDEN LTD.

Long Island City, NY

has added to its board:

Roger N. Gladstone

Chairman

PREMIUM ASSET RECOVERY CORP.

Boca Raton, FL

Awadhesh K. Sinha

Chief Operating Officer and CFO

SALANT CORP.

New York, NY

Bio Notes: Gladstone has been in his present position since 1999. Is an attorney and a member of the New York and Florida Bars. Age 49. Sinha has been in his present position since 1999. Responsible for the company's finance, licensing, legal, and SEC and regulatory compliance operations. Joined Salant in 1981. Formerly held various financial and management positions at US Industries and Halston Enterprises. Age 56.

Steven Madden manufactures footwear. Revenues are $326 million. Premium Asset is an accounts receivable and collection agency. Salant is a menswear apparel company. Revenues are $252 million.

SUPERIOR INDUSTRIES

INTERNATIONAL INC.

Van Nuys, CA

has added to its board:

Rudolph A. Schlais Jr.

Bio Notes: Had a 43-year career at General Motors Corp. Served as group vice president of GM and president and CEO of the Asian-Pacific unit from 1998 until his retirement in 2002. Was instrumental in planning GM's entry into China.

Superior Industries provides aluminum wheels and other aluminum automotive components. Revenues are $782 million.

TELLABS INC.

Naperville, IL

has added to its board:

Bo Hedfors

Michael Lavin

Bio Notes: Hedfors has 35 years of management experience in the telecommunications industry. Founded Hedfone Consulting Inc. in 2002. Previously held executive positions at Motorola and Ericsson. Age 59. Lavin served at KPMG LLP for 35 years, including 25 years as partner. Was KPMG's Midwest-area managing partner from 1998-2003. Age 57.

Tellabs manufactures communications equipment to telecommunications service providers. Revenues are $1 billion.

TENET HEALTHCARE CORP.

Santa Barbara, CA

has added to its board:

Edward A. Kangas

Robert C. Nakasone

Bio Notes: Kangas served as chairman and CEO of Deloitte Touche Tohmatsu from 1989-2000. Was elected managing partner and CEO of Touche Ross in 1985 and held that position until 1989. Was instrumental in the 1989 merger of Deloitte Haskins & Sells and Touche Ross. Also is a director of Hovnanian Enterprises Inc. Age 58. Nakasone has been chief executive officer of NAK Enterprises LLC, an investment and consulting company, since 2000. Previously served at Toys R Us Inc. for 14 years and was CEO from 1998-1999. Was a founding director of Staples Inc. Also is a director of eFunds Corp. Age 55.

Tenet operates hospitals and provides healthcare services. Revenues are $15 billion.

THERMO ELECTRON CORP.

Waltham, MA

has added to its board:

Peter J. Manning

Bio Notes: Had a 31-year career with FleetBoston Financial before retiring as vice chairman of strategic business development in 2003. Formerly served as a CPA for the accounting firm Coopers & Lybrand.

Thermo Electron manufactures laboratory technology instruments and measurement and diagnostic testing equipment. Revenues are $2 billion.

U.S. CONCRETE INC.

Houston, TX

has added to its board:

Mary P. Ricciardello

Bio Notes: Was chief accounting officer from 1999-2002 at Reliant Energy Inc., where she served for 20 years. Age 47.

U.S. Concrete provides ready-mixed concrete and related concrete products to the construction industry. Revenues are $483 million.

UAL CORP.

Elk Grove Township, IL

has added to its board:

Dipak C. Jain

Dean

Kellogg School of Management

NORTHWESTERN UNIVERSITY

Evanston, IL

Bio Notes: In present position since 2001. Previously served as associate dean for academic affairs at the Kellogg School for five years. Has taught strategic marketing, new product and brand development, and quantitative marketing research. Also is a director of John Deere & Co., Peoples Energy Corp., and Hartmarx Corp. Age 44.

UAL is an airline. Revenues are $14 billion.

UNIVERSAL FOREST

PRODUCTS INC.

Grand Rapids, MI

has added to its board:

Gary Goode

Bio Notes: Independent business consultant. Retired in 2001 from Arthur Andersen LLP, which he joined in 1972. Spent 11 years managing the firm's Grand Rapids, Mich., office. Age 58.

Universal Forest provides lumber products for the construction industry and do-it-yourself retail home centers. Revenues are $1.7 billion.

UNOVA INC.

Woodland Hills, CA

has added to its board:

Lydia H. Kennard

Executive Director

LOS ANGELES WORLD AIRPORTS

Los Angeles, CA

Bio Notes: In present position since 2000. Oversees and manages a system comprising Los Angeles International, Ontario International, Palmdale Regional, and Van Nuys airports. Previously was president of KDG Development Construction Consulting, a Los Angeles firm specializing in land use planning, development, and construction management. Age 49.

Unova provides automated data collection, wireless networking, and mobile computing systems. Revenues are $1 billion.

URS CORP.

San Francisco, CA

has added to its board:

Mickey P. Foret

Bio Notes: Retired in 2002 after a 10-year career at Northwest Airlines. Was EVP and CFO of Northwest Airlines and chairman and CEO of Northwest Airlines Cargo Inc. Formerly held management positions at Continental Airlines Holding Inc. and KLH Computers Inc.

URS provides construction management and maintenance services for the transportation, hazardous waste, and industrial processing industries. Revenues are $2.6 billion.

VISTEON CORP.

Dearborn, MI

has added to its board:

Marla C. Gottschalk

Senior Vice President

Financial Planning and Investor Relations

KRAFT INC.

Northfield, IL

Bio Notes: In present position since 2002. Joined Kraft in 1989 as a senior financial analyst. Helped to initiate, sponsor, and lead a Women in Finance ad hoc task force to help develop and retain high-caliber talent at Kraft. Previously served five years at KPMG Peat Marwick LLP.

Visteon supplies automotive systems and components. Revenues are $18 billion. Kraft is a food products company. It is a subsidiary of A1tria Group Inc., which has revenues of $90 billion.

WARNACO GROUP INC.

New York, NY

has added to its board:

David A. Bell

Chairman and CEO

INTERPUBLIC GROUP OF COMPANIES INC.

New York, NY

Charles R. Perrin

Bio Notes: Bell has been in his present position since February 2003. Had previously been vice chairman of Interpublic since 2001. From 1994-1999 was president and CEO of Bozell Group Inc. Also is a director of Primedia Inc. Age 59. Perrin was chairman and CEO of Avon Products Inc. from 1998-1999 and chairman and CEO of Duracell International Inc. from 1994-1996. Age 57.

Warnaco is an apparel manufacturer. Revenues are $1.5 billion. Interpublic is an advertising, marketing, and communications services company. Revenues are $6 billion.

WASTE MANAGEMENT INC.

Houston, TX

has added to its board:

W. Robert Reum

Chairman, President, and CEO

AMSTED INDUSTRIES INC.

Chicago, IL

Bio Notes: In present position since 2001. From 1991-1999 was chairman, president, and CEO of Interlake Corp. Age 51.

Waste Management provides waste disposal and recycling services. Revenues are $11 billion. Amsted is a diversified manufacturer for the railroad, vehicular, and construction industries. Revenues are $1 billion.

WESTERN DIGITAL CORP.

Lake Forest, CA

has added to its board:

William L. Kimsey

Bio Notes: Had a 32-year career at Ernst & Young, where he was chief executive officer from 1998-2002.

Western Digital manufactures hard disk drives. Revenues are $2.5 billion.

WILD OATS MARKETS INC.

Boulder, CO

has added to its board:

Ann-Marie Stephens

Senior Vice President

Strategy and Business Development

CIRCUIT CITY STORES INC.

Richmond, VA

Bio Notes: Joined Circuit City in 1999. Previously was VP of marketing at Frito-Lay Co., where she directed the company's snack food marketing initiatives and led the development of several product launches and minority marketing programs. Began her career at Procter & Gamble Co.

Wild Oats is a natural food supermarket chain. Revenues are $920 million. Circuit City is a retailer of consumer electronics. Revenues are $9 billion.

XEROX CORP.

Stamford, CT

has added to its board:

Anne Reese

Bio Notes: Was CFO of ITT Corp. until 1998. Currently serves as executive director of the Center for Adoption Policy Institute. Age 50.

Xerox manufactures printing and copying equipment. Revenues are $16 billion.

YAHOO! INC.

Sunnyvale, CA

has added to its board:

Robert Kotick

Co-Chairman and CEO

ACTIVISION INC.

Santa Monica, CA

Bio Notes: In present position since 1991. Previously was chairman and CEO of Four Kids Entertainment Inc., a toy licensing and merchandising company. Age 40.

Yahoo! is an Internet portal and media company. Revenues are $953 million. Activision publishes interactive entertainment software. Revenues are $904 million.

YUM! BRANDS INC.

Louisville, KY

has added to its board:

Bonnie G. Hill

Chief Operating Officer

ICON BLUE

Los Angeles, CA

Bio Notes: In present position since 2001. Is also president of B. Hill Enterprises, a consulting firm specializing in corporate governance, board organization, and public policy issues. Previously was president and CEO of the Times Mirror Foundation, and as SVP of communications and public affairs of the Los Angeles Times newspaper. Joined Times Mirror in 1997. Formerly served as dean of the McIntire School of Commerce at the University of Virginia. Also is a director of Albertson's Inc., AK Steel Holding Corp., Hershey Foods Corp., and Home Depot Inc. Age 61.

Yum Brands operates restaurants. Revenues are $7 billion. Icon Blue is a brand marketing company. New Directors March-May 2003 Companies adding new directors 136 Number of new directors 166 Category Number % of total Senior Officers 36 22% Retired 30 18 Chairman/CEOs 28 17 Finance 24 14 Miscellaneous 15 9 Not-for-Profit 13 8 Consultants 11 7 Academia 7 4 Legal 2 1 Total 166 100% No. of Women 27 16% Source: SPENCERSTUART/DIRECTORS & BOARDS

Directors index

Baum, Herbert M., America West Holdings Corp.

Baumann, Donald P., Semitool Inc.

Bergstrom, Rolf, Baldwin Technology Co.

Best, Lawrence C., Biogen Inc.

Bjorklund, K. Gunnar, Ross Stores Inc.

Blair, Dennis, Tyco International Ltd.

Blakely, Robert T., Lufkin Industries Inc.

Boesenberg, Charles M., Maxtor Corp.

Bowen, Robert, Gaylord Entertainment Co.

Brocksmith, James G., Worthington Industries Inc.

Buchholz, William E., Penford Corp.

Budd, Wayne A., Premcor Inc.

Chookaszian, Dennis H., Sapient Corp.

Clark, Thomas E., Newell Rubbermaid Inc.

Coleman III, William, Symantec Corp.

Collins, Michelle L., Molex Inc.

Cooper, Nancy E., R.H. Donnelley Corp.

Costello, Thomas E., Mail- Well Inc.

Covey, Joy, JetBlue Airways Corp.

Cowan, R. Douglas, J.M. Smucker Co.

Crozer, Robert P., EMS Technologies Inc.

Daft, Douglas N., McGraw-Hill Companies Inc.

Danhakl, John G., Rite Aid Corp.

Dobson, Julie A., Safeguard Scientifics Inc.

Drosdick, John, U.S. Steel Corp.

Duszak, Richard L., Penn-America Group Inc.

Engler, John, Northwest Airlines Corp.

Falcone, Robert S., RadioShack Corp.

Feehan, Dan, RadioShack Corp.

Flaherty, James E, Quest Diagnostics Inc.

Foran, Margaret M., MONY Life Insurance Co.

Forese, James J., Spherion Corp.

Foret, Mickey, ADC Telecommunications Inc.

Fredericks, J. Richard, Chiron Corp.

Frierson, Daniel K., Louisiana-Pacific Corp.

Gavin III, James R., Baxter International Inc.

Giovenco, John V., Pinnacle Entertainment Inc.

Goldman, Robert W., El Paso Corp.

Greer, Carol, Gadzooks Inc.

Harlan, Stephen E, ManTech International Corp.

Hascall, James G., Olin Corp.

Heid, Joseph E., UST Inc.

Hendrix, Daniel T., Global Imaging Systems Inc.

Herington, Charles M., Adolph Coors Co.

Hernandez, William H., Eastman Kodak Co.

Hewson, Jeffrey, Daisytek International Corp.

Jager, Durk, Polycom Inc.

Jennings Jr., James K., Building Materials Holding Corp.

Jepsen, Edward G., Gerber Scientific Inc.

Kaczmarek, Ken, Spartan Motors Inc.

Kreick, John R., EMS Technologies Inc.

Ku, Walter H., Valassis Communications Inc.

Lagomasino, Marie E., Coca-Cola Co.

Laskawy, Philip A., Loews Corp.

Lauer, Allen J., UNOVA Inc.

Levy, Kenneth, Juniper Networks Inc.

Lichter, Allen S., Varian Medical Systems Inc.

Lipke, Brian J., Moog Inc.

Liska, Paul J., USFreightways Corp.

Lockhart, Thomas A., Arch Coal Inc.

Lockhart, H. Eugene, RadioShack Corp.

MacKenzie, George, Safeguard Scientifics Inc.

Maloney, Martin J., Mail-Well Inc.

Massaro, George E., Charles River Laboratories International Inc.

Matthews III, L. White, Imation Corp.

Matthias, Rebecca C., CSS Industries Inc.

McCall, H. Carl, Tyco International Ltd.

McCann, James, GTECH Holdings Corp.

McKennon, Keith R., Dow Chemical Co.

Mehrer, Edward W., Winn-Dixie Stores Inc.

Milberg, Joachim, Deere 4, Co.

Mott, Randy D., Fleming Companies Inc.

Naumann-Etienne, Ruediger, Varian Medical Systems Inc.

Norton, Patrick J., Greif Bros. Corp.

Nosbusch, Keith D., Manitowoc Co.

Novick, Stephen, Toll Brothers Inc.

O'Neill, Brendan, Tyco International Ltd.

O'Neill, Paul H., Eastman Kodak Co.

Oatey, Gary A., J.M. Smucker Co.

Odeen, Philip A., Northrop Grumman Corp.

Oklak, Dennis D., Monaco Coach Corp.

Olivier, David M., Mail-Well Inc.

Parker, David R., Spherion Corp.

Peel, Michael A., Select Comfort Corp.

Peiros, Lawrence C., Potlatch Corp.

Peterson, James J., SimpleTech Inc.

Poste, George, Monsanto Co.

Presby, J. Thomas, World Fuel Services Corp.

Ray, Russell T., Allergan Inc.

Reed, Colin V., Rite Aid Corp.

Reed, John T., Level 3 Communications Inc.

Reid, John T., Minerals Technologies Inc.

Rheney, Susan O., Mail-Well Inc.

Roach, John D., URS Corp.

Roberts, John J., Safeguard Scientifics Inc.

Robo, James, J.B. Hunt Transport Services Inc.

Rovira, Alfredo L., H.B. Fuller Co.

Rust Jr., Edward B., Caterpillar Inc.

Ryan, Arthur F., Regeneron Pharmaceuticals Inc.

Scheid, Steve, Autodesk Inc.

Schmoke, Kurt L., McGraw-Hill Companies Inc.

Shaw, Ruth G., MedCath Corp.

Skates, Ronald L., Raytheon Co.

Smith, M. Lazane, Global Imaging Systems Inc.

Sonnenfeld, Jeffrey A., TheStreet. com Inc.

Sprieser, Judith, Kohl's Corp.

Stranghoener, Lawrence W., Kennametal Inc.

Teplin, Albert M., Viad Corp.

Thomas, Neal, Haggar Corp.

Tome, Carol B., United Parcel Service Inc.

Tortorice, Donald A., Westmoreland Coal Co.

Tronsrue III, George M., InfoSpace Inc.

Ullman III, Myron E., Starbucks Coffee Co.

Vallee, Roy, Synopsys Inc.

Veit, David M., R.H. Donnelley Corp.

von der Heyden, Karl, Exult Inc.

Watts Jr., J.C., Terex Corp.

White, William H., BJ Services Co.

Wijnberg, Sandra, Tyco International Ltd.

Willison, Bruce, Homestore Inc.

Wilson, Barry W., Bausch & Lomb

Zelnak Jr., Stephen P., Beazer Homes USA Inc.

Zona, Richard A., ShopKo Stores Inc.

Zug, James W., Amkor Technology Inc.