Albeit this is not an excuse for my tardiness, I stopped on this subject to 
review some changes that the SEC  has made with regard to the Audit 
Committee rules, charter and heightened attention on the liability issues 
surrounding this committee.  First of all, I checked  with Erlene Kindle in 
Risk management  ( we share that policy under Enron's coverage) and confirmed 
that the restrictions within our policy should not give concern to our 
committee members.  Also the policy was just recently renewed and is good for 
three years.  This at least allows this issue to be well flushed out by the 
time a renewal would come into discussion.  Even with these assurances 
however, I will be recommending that we increase our Audit committee fees in 
recognition of the serious role that this committee plays within the 
organization and the serious message that the SEC is trying to send on this 
subject.

Recommendation:

Service as a member of Board by an Outside Director:
I would increase the flat fee  to $16,000/year ( from $15,000) and increase 
the attendance fee to $2,000  per meeting ( from $1,000).  I personally put 
weight on the attendance/active director role.   I would leave that $5,000 
bonus in place should the position be filled by a non-employee director.  

Service as a member of the Audit Committee by an Outside Director:
I would pay a flat fee for Audit committee membership of $4,000/year ( 
currently none), to appropriately recognize the responsibility of that 
membership and pay $1,000 per meeting attended ( current rate).

I would not recommend that we establish the flat fee for other committee 
memberships ( currently the only other committee is the Compensation 
Committee) and leave that open as to the level of responsibility that the 
committee would undertake. 

The difference per membership is as follows :( based on 4 meeting per year 
for both the Board and Audit) 

Currently  Board Membership, full attendance:  $19,000/year    $24,000/year 
for Chairman if outside
                    Audit Membership, full attendance:    $4,000/year

Proposed:  Board Membership, full attendance:  $24,000/year    $29,000/year 
for Chairman if outside
                       Audit Committee, full attendance:         $8,000/year

If you have any specific questions please let me know.