Portfolio 63-2nd: The Board of Directors

Wks. 1 Certificate of Incorporation

Wks. 2 Shareholders' Agreement to Organize Close Corporation

Wks. 3 Bylaw Provision Relating to Number of Directors and Quorum Requirements

Wks. 4 Bylaw Fixing Number of Directors

Wks. 5 Resolution Creating Compensation Committee

Wks. 6 Resolution Appointing Nominating Committee

Wks. 7 Resolution Appointing Executive Committee

Wks. 8 Resolution Appointing Independent Investigation Committee

Wks. 9 Resolution Delegating Authority to Litigation Committee

Wks. 10 General Motors Company Amended and Restated Bylaws

Wks. 11 Council of Institutional Investors' Corporate Governance Policies

Wks. 12 Excerpts from the California Public Employees' Retirement System Global Principles of Accountable Corporate Governance *

Wks. 13 Teachers Insurance and Annuity Association-College Retirement Equities Fund Policy Statement on Corporate Governance

Wks. 14 ABA Committee on Ethics and Professional Responsibility, Excerpts From Formal Opinion 410 (1998)

Wks. 14A Separating the Roles of Chief Executive Officer and Chairman of the Board

Wks. 14B Term Limits

Wks. 14C Mandatory Retirement of Directors

Wks. 14D Multiple Directorships

Wks. 15 Resolution Fixing Directors' Compensation

Wks. 16 Resolution Authorizing Indemnification of Director's Expenses After Settlement of Derivative Suit

Wks. 17 Notice of Regular Meeting of the Board of Directors

Wks. 18 Notice of Special Meeting of the Board of Directors

Wks. 19 Waiver of Notice of Special Meeting of the Board of Directors

Wks. 20 Minutes of Meeting of Directors

Wks. 21 Minutes of Meeting of Stockholders

Wks. 22 Consent of Directors of Corporation in Lieu of a Meeting

Wks. 23 Written Consent of Stockholders in Lieu of a Meeting

Wks. 24 Resolution Approving Appointment of Corporation's Outside Auditors for Stockholders' Approval

Wks. 25 Resolution Adopting Report of Committee and Sending Copy to Stockholders

Wks. 26 Resolution Declaring Cash Dividend

Wks. 27 Resolution Declaring a Stock Dividend

Wks. 28 State Statutes Relating to Director Liability

Wks. 29 Sample Proxy Statement Soliciting Approval of Director Limitation of Liability Charter Provision (Coca-Cola Co.)

Wks. 30 Sample Proxy Statement Soliciting Approval of Director Limitation of Liability and Indemnification Charter Provisions (Exxon Corp.)

Wks. 31 Survey of Board of Directors Evaluation Questionnaire

Wks. 32 Director Self/Peer Review Evaluation