Common use of Messrs Clause in Contracts

Messrs. Baker and Soll will not receive any additional benefits under the Pxxxx Retirxxxxt Plan or the Prior Account Agreement, but will be entitled to amounts which have been previously funded under the Prior Retirement Plan or the Prior Account Agreement for their benefit. An affiliate of INVESCO will reimburse Company for any amounts funded by Company for Messrs. Baker and Soll under the Prior Retirement Plan and the Prior Accounx Xxxeemenx. DEFERRED COMPENSATION AGREEMENTS At a meeting held on November 6, 2003, the Boards of Directors of the INVESCO Funds, including Company, adopted new deferred compensation agreements, which are consistent with the deferred compensation agreements adopted by the Boards of Directors/Trustees of the AIM Funds. Pursuant to the new deferred compensation agreements ("New Compensation Agreements"), a director has the option to elect to defer receipt of up to 100% of his or her compensation payable by Company, and such amounts are placed into a deferral account. The deferring directors have the option to select various AIM Funds and INVESCO Funds in which all or part of their deferral account will be deemed to be invested. Distributions from the deferring directors' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten years (depending on the New Compensation Agreement) beginning on the date selected under the New Compensation Agreement. The Board, in its sole discretion, may accelerate or extend the distribution of such deferral accounts after the deferring directors' retirement benefits commence under the New Retirement Plan. The Board, in its sole discretion, also may accelerate or extend the distribution of such deferral accounts after the deferring directors' termination of service as a director of Company. If a deferring director dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The New Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the deferring directors have the status of unsecured creditors of Company and of each other AIM Fund and INVESCO Fund from which they are deferring compensation. OFFICERS OF COMPANY The following table provides information with respect to the current officers of Company. Each officer is elected by the Board of Directors and serves until his or her successor is chosen and qualified or until his or her resignation or removal by the Board of Directors. The business address of all officers of Company is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

Messrs. Baker Dunn, Fields, Frischling and Soll will not receive any additional benefits under the Pxxxx Retirxxxxt Plan or the Prior Account AgreementSklar and Dr. Mathai-Davis (for purposxx xf xxxx xarxxxxxx xxxy, but will be entitled to amounts which have been previously funded under the Prior Retirement Plan or the Prior Account thx "Xxferrixx Xxxxxxxx") xxve each executed a Deferred Compensation Agreement for their benefit. An affiliate of INVESCO will reimburse Company for any amounts funded by Company for Messrs. Baker and Soll under the Prior Retirement Plan and the Prior Accounx Xxxeemenx. DEFERRED COMPENSATION AGREEMENTS At a meeting held on November 6, 2003(collectively, the Boards of Directors of the INVESCO Funds, including Company, adopted new deferred compensation agreements, which are consistent with the deferred compensation agreements adopted by the Boards of Directors/Trustees of the AIM Funds"Compensation Agreements"). Pursuant to the new deferred compensation agreements ("New Compensation Agreements"), a director has the Deferring Trustees have the option to elect to defer receipt of up to 100% of his or her their compensation payable by Companythe AIM Trust, and such amounts are placed into a deferral account. The deferring directors Currently, the Deferring Trustees have the option to select various AIM Funds and INVESCO Funds in which all or part of their deferral account will accounts shall be deemed to be invested. Distributions from the deferring directorsDeferring Trustees' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the New Compensation Agreement) beginning on the date selected under the New Compensation Agreement. The Board, Board in its sole discretion, may accelerate or extend the distribution of such deferral accounts after the deferring directorsDeferring Trustees' retirement benefits commence under the New Retirement Planplan. The Board, in its sole discretion, also may accelerate or extend the distribution of such deferral accounts after the deferring directorsDeferring Trustees' termination of service as a director trustee of Companythe AIM Trust. If a deferring director Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The New Compensation Agreements are 49 not funded and, with respect to the payments of amounts held in the deferral accounts, the deferring directors Deferring Trustees have the status of unsecured creditors of Company the AIM Trust and of each other AIM Fund and INVESCO Fund from which they are deferring compensation. OFFICERS OF COMPANY TRUST The following table provides information with respect to the current officers of Companythe AIM Trust. Each officer is elected by the Board of Directors Trustees and serves until his or her successor is chosen and qualified or until his or her resignation or removal by the Board of DirectorsTrustees. The business address of all officers each of Company the following persons is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

Messrs. Manchi and Baker and Soll will not receive any additional benefits under the Pxxxx Retirxxxxt Plan or the Prior Account Agreementshall be solely responsible for payment of all fxxx charged by Letson, but will be entitled to amounts which have been previously funded under the Prior Retirement Plan or the Prior Account Agreement for their benefit. An affiliate of INVESCO will reimburse Company for any amounts funded by Company for Messrs. Baker and Soll under the Prior Retirement Plan and the Prior Accounx Xxxeemenx. DEFERRED COMPENSATION AGREEMENTS At a meeting held on November 6Griffith, 2003Lavelle & Rosenberg Co., the Boards of Directors of the INVESCO Funds, including Company, adopted new deferred compensation agreements, which are consistent L.P.A. in connection with the deferred compensation agreements adopted by the Boards of Directors/Trustees of the AIM Funds. Pursuant to the new deferred compensation agreements ("New Compensation Agreements"), a director has the option to elect to defer receipt of up to 100% of his or her compensation payable by Company, and such amounts are placed into a deferral accountits xxxxxs ax Xxxxxxx Escrow Agent. The deferring directors parties agree that the Limited Escrow Agent shall have the option right to select various AIM Funds and INVESCO Funds in which all or part of their deferral account will be deemed any legal counsel to be invested. Distributions from the deferring directors' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up defend any action brought against it by any party to ten years (depending on the New Compensation Agreement) beginning on the date selected under the New Compensation this Agreement concerning any matter related to this Agreement. The Boardparties, jointly and severally, agree to apy all legal fees and related expenses charged by the counsel so selected by the Limited Escrow Agent. 12.2 The Limited Escrow Agent agrees to hold and disburse the deposits of all parties in accordance with the terms set forth herein. 12.3 On or before the fifth business day following the occurrence of the condition precedent referred to in paragraph 10 of this Agreement (the "Deposit Date") all parties shall make their respective deposits with the Limited Escrow Agent. 12.4 If the Limited Escrow Agent shall first have received the deposits of all parties on or before the Deposit Date, then the Limited Escrow Agent shall distribute: a) to Liberty LGP and Liberty Housing the following: i) the sum of One Hundred Twenty Five Thousand Dollars ($125,000.00); ii) the cancelled Manchi Original Purchase Note; iii) the cancelled Baker Original Purchase Note; and iv) the Manchi-Baker Pxxxxxsory Note; and b) to Austintown Apartmxxxx xxx xxxited warranty assignment of the Liberty LGP Interest, Liberty LGP Related Property Interests, Liberty Housing Interest and Liberty Housing Related Property Interests deposited by Liberty LGP and Liberty Housing. 12.5 If The Limited Escrow Agent has not received the deposit of all parties on or before the Deposit Date, then the Limited Escrow Agent shall immediately send written notice to all parties specifying which party or parties have failed to make the required deposits and, thereafter, the Limited Escrow Agent shall continue to hold all deposits until such time as it has received written notice from any party who has made its sole discretion, may accelerate or extend required deposit instructing the distribution of such deferral accounts after the deferring directors' retirement benefits commence under the New Retirement Plan. The Board, in its sole discretion, also may accelerate or extend the distribution of such deferral accounts after the deferring directors' termination of service Limited Escrow Agent as a director of Company. If a deferring director dies prior to the distribution disposition of amounts in his or her deferral accountsaid complying party's deposits. Upon receipt of said written notice, the balance of Limited Escrow Agent shall immediately comply with the deferral account will be distributed to his or her designated beneficiary. The New Compensation Agreements are not funded instructions set forth in the written notice received by it and, with respect thereafter, shall give written notice to all other parties to this Agreement as to the payments of amounts held in the deferral accounts, the deferring directors have the status of unsecured creditors of Company and of each other AIM Fund and INVESCO Fund from which they are deferring compensation. OFFICERS OF COMPANY The following table provides information with respect to the current officers of Company. Each officer is elected action undertaken by the Board of Directors and serves until his or her successor is chosen and qualified or until his or her resignation or removal by the Board of Directors. The business address of all officers of Company is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173Limited Escrow Agent.

Messrs. Baker and Soll will not receive any additional benefits under the Pxxxx Retirxxxxt Plan or the Prior Account Agreement, but will be entitled to amounts which have been previously funded under the Prior Retirement Plan or the Prior Account Agreement for their benefit. An affiliate of INVESCO will reimburse Company for any amounts funded by Company for Messrs. Baker and Soll under the Prior Retirement Plan and the Prior Accounx Xxxeemenx. DEFERRED COMPENSATION AGREEMENTS At a meeting held on November 6, 2003, the Boards of Directors of the INVESCO Funds, including Company, adopted new deferred compensation agreements, agreements which are consistent with the deferred compensation agreements adopted by the Boards of Directors/Trustees of the AIM Funds. Pursuant to the new deferred compensation agreements ("New Compensation Agreements"), a director has the option to elect to defer receipt of up to 100% of his or her compensation payable by Company, and such amounts are placed into a deferral account. The deferring directors have the option to select various AIM Funds and INVESCO Funds in which all or part of their deferral account will be deemed to be invested. Distributions from the deferring directors' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten years (depending on the New Compensation Agreement) beginning on the date selected under the New Compensation Agreement. The Board, in its sole discretion, may accelerate or extend the distribution of such deferral accounts after the deferring directors' retirement benefits commence under the New Retirement Plan. The Board, in its sole discretion, also may accelerate or extend the distribution of such deferral accounts after the deferring directors' termination of service as a director of Company. If a deferring director dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The New Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the deferring directors have the status of unsecured creditors of Company and of each other AIM INVESCO Fund and INVESCO AIM Fund from which they are deferring compensation. OFFICERS OF INVESTMENT ADVISOR INVESCO, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, currently xx xxx xxxxxxxxxx xxxxxxx xxx xxx Xxxxx. 13 ADMINISTRATOR INVESCO, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, currently xx xxx xxxxxxxxxxxxx xxx xxx Xxxxx. Xxxxxxxx xx xx Xxxxgnment and Assumption Agreement and Consent dated August 12, 2003, INVESCO has assigned to AIM all of its rights under its administrative service agreement with Company, and AIM has assumed all of INVESCO's obligations under such agreement. If Proposal 2 is approved by shareholders of the Funds, AIM will replace INVESCO as administrator for the Funds effective on or about April 30, 2004. PRINCIPAL UNDERWRITER INVESCO Distributors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, currently xx xxx xxxxxxxxx xxxxxxxxxxx xxx xxx Xxxxx. XXXXXXXX XF COMPANY The following table provides information with respect to the current officers of Company. Each officer is elected by the Board of Directors and serves until his or her successor is chosen and qualified or until his or her resignation or removal by the Board of DirectorsBoard. The business address of all officers of Company is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

Messrs. Baker Dunn, Fields, Frischling and Soll will not receive any additional benefits under the Pxxxx Retirxxxxt Plan or the Prior Account AgreementSklar and Dr. Mathai-Davis (for purposxx xf xxxx xarxxxxxx xxxy, but will be entitled to amounts which have been previously funded under the Prior Retirement Plan or the Prior Account thx "Xxferrixx Xxxxxxxx") xxve each executed a Deferred Compensation Agreement for their benefit. An affiliate of INVESCO will reimburse Company for any amounts funded by Company for Messrs. Baker and Soll under the Prior Retirement Plan and the Prior Accounx Xxxeemenx. DEFERRED COMPENSATION AGREEMENTS At a meeting held on November 6, 2003(collectively, the Boards of Directors of the INVESCO Funds, including Company, adopted new deferred compensation agreements, which are consistent with the deferred compensation agreements adopted by the Boards of Directors/Trustees of the AIM Funds"Compensation Agreements"). Pursuant to the new deferred compensation agreements ("New Compensation Agreements"), a director has the Deferring Trustees have the option to elect to defer receipt of up to 100% of his or her their compensation payable by CompanyTrust, and such amounts are placed into a deferral account. The deferring directors Currently, the Deferring Trustees have the option to select various AIM Funds and INVESCO Funds in which all or part of their deferral account will accounts shall be deemed to be invested. Distributions from the deferring directorsDeferring Trustees' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the New Compensation Agreement) beginning on the date selected under the New Compensation Agreement. The Board, Board in its sole discretion, may accelerate or extend the distribution of such deferral accounts after the deferring directorsDeferring Trustees' retirement benefits commence under the New Retirement Planplan. The Board, in its sole discretion, also may accelerate or extend the distribution of such deferral accounts after the deferring directorsDeferring Trustees' termination of service as a director trustee of CompanyTrust. If a deferring director Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The New Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the deferring directors Deferring Trustees have the status of unsecured creditors of Company Trust and of each other AIM Fund and INVESCO Fund from which they are deferring compensation. OFFICERS OF COMPANY The following table provides information with respect to TRUST Information regarding the current officers of Company. Each officer is elected Trust can be found in Exhibit D. SECURITY OWNERSHIP OF MANAGEMENT Information regarding the ownership of each class of your Fund's shares by trustees, nominees, and current executive officers of Trust can be found in Exhibit E. TRUSTEE OWNERSHIP OF YOUR FUND'S SHARES As of December 31, 2003, no trustee or nominee beneficially owned securities, in any registered investment companies overseen by the Board of Directors trustee within the AIM Funds or the INVESCO Funds complex. INFORMATION ABOUT THE SPECIAL MEETING AND VOTING PROXY STATEMENT/PROSPECTUS We are sending you this Proxy Statement/Prospectus and serves until his or her successor is chosen and qualified or until his or her resignation or removal by the enclosed proxy card because the Board is soliciting your proxy to vote at the Special Meeting and at any adjournments of Directorsthe Special Meeting. This Proxy Statement/Prospectus gives you information about the business to be conducted at the Special Meeting. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card. Trust intends to mail this Proxy Statement/Prospectus, the enclosed Notice of Special Meeting of Shareholders and the enclosed proxy card on or about February 26, 2004 to all shareholders entitled to vote. Shareholders of record as of the close of business on January 9, 2004 (the "Record Date") are entitled to vote at the Special Meeting. The business address number of all officers shares outstanding of Company each class of shares of your Fund on the Record Date can be found at Exhibit F. Each share is 11 Greenway Plazaentitled to one vote for each full share held, Suite 100, Houston, Texas 77046-1173.and a fractional vote for a fractional share held. TIME AND PLACE OF SPECIAL MEETING

Messrs. Baker Xxxxxxxxxx, Xxxxxxx, Xxxxxx, Posner, Batty and Soll will not receive any additional benefits under the Pxxxx Retirxxxxt Plan or the Prior Account Agreement, but will be entitled Xx. Xxxxxx own only stock options to amounts which have been previously funded under the Prior Retirement Plan or the Prior Account Agreement for their benefit. An affiliate of INVESCO will reimburse Company for any amounts funded by Company for Messrs. Baker and Soll under the Prior Retirement Plan and the Prior Accounx Xxxeemenx. DEFERRED COMPENSATION AGREEMENTS At a meeting held on November 6, 2003, the Boards of Directors of the INVESCO Funds, including Company, adopted new deferred compensation agreements, which are consistent with the deferred compensation agreements adopted by the Boards of Directors/Trustees of the AIM Fundspurchase Ordinary Shares. Pursuant to the new deferred compensation agreements terms of the Tender Agreements, such officers and directors have agreed, among other things, for themselves and their immediate family members, to tender or procure the tender of an aggregate of 1,113,700 Shares ("New Compensation Agreements"), a director has the option to elect to defer receipt of up to 100or approximately 14% of his or her compensation payable by Company, and such amounts are placed into a deferral accountthe outstanding Shares). The deferring directors have the option to select various AIM Funds and INVESCO Funds in which all or part of their deferral account will Tender Agreements further provide that tenders may not be deemed to withdrawn notwithstanding that such withdrawal may be invested. Distributions from the deferring directors' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten years (depending on the New Compensation Agreement) beginning on the date selected permitted under the New Compensation Agreementterms of the Offer. The BoardIn addition, pursuant to the terms of the Tender Agreements, Messrs. Batty, Britnell, Xxxxxxxxxx, Ferguson, Green, Newell and Xxxxxxxxx and Xx. Xxxxxx, each of whom holds options to purchase Shares, have agreed to roll-over not less than 45% in its sole discretion, may accelerate or extend the distribution value of such deferral accounts after options into options to purchase shares of GE common stock having an equivalent value as the deferring directors' retirement benefits commence under options which were rolled-over. Notwithstanding existing vesting schedules or the New Retirement Plan. The Boardacceleration of these rolled-over options, all options to purchase GE common stock issued in its sole discretion, also may accelerate or extend the distribution respect of such deferral accounts after the deferring directors' termination rolled over options will vest in three equal installments, with respect to Xx. Xxxxxxxx, on January 1 of service as a director of Company. If a deferring director dies prior to the distribution of amounts in his or her deferral account, the balance each of the deferral account will be distributed to his or her designated beneficiary. The New Compensation Agreements are not funded years 2001, 2002 and 2003 and, with respect to all these other individuals, on the payments first, second and third anniversaries of amounts held the date of grant. The Offeror will also pay these officers and directors as well as all other employees of Smallworld and its subsidiaries who roll-over options to purchase Ordinary Shares into options to purchase GE common stock, a cash payment equal to 10% of the value of such rolled-over options. The value of each rolled-over option shall be determined by multiplying the number of Shares underlying the option being rolled-over by the difference between $20.00 and the exercise price of such option. The Tender Agreements executed by the officers and directors of Smallworld listed above (other than Messrs. Xxxxxxx and Xxxxxx) provide that if, - the Offer lapses or is withdrawn following the withdrawal by Smallworld's Board of its recommendation of the Offer; or - the Offer lapses or is withdrawn, without having become unconditional as to acceptances, after the announcement of any other competing proposal to acquire control of Smallworld and such other proposal or any other offer becomes or is declared unconditional in all respects on or before August 17, 2001; and any of such officers and directors (including immediate family members) disposes of any Shares in the deferral accountscompeting offer, the deferring directors have the status person disposing of unsecured creditors of Company and of each other AIM Fund and INVESCO Fund from which they are deferring compensation. OFFICERS OF COMPANY The following table provides information with respect such Shares or options shall pay to the current officers of Company. Each officer is elected by the Board of Directors and serves until Offeror his or her successor is chosen and qualified or until his or her resignation or removal by pro-rata portion of up to an aggregate of $2,805,788. Each such person will be liable to pay to the Board Offeror the excess of Directorsthe amount received from such disposal, net of tax, over the amount that would have been received, net of tax, for such Shares under the Offer. The business address undertaking to tender or procure the tender of all the Shares subject to the Tender Agreements may not be withdrawn in the event of a higher offer. Certain of the immediate family members and related trusts of the officers of Company is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173and directors listed above with interests in the Shares subject to the Tender Agreements have entered into irrevocable undertakings to tender such Shares.

Messrs. Baker Dunn, Fields, Frischling and Soll will not receive any additional benefits under Sklar and Dr. Mathai-Davis (the Pxxxx Retirxxxxt Plan or the Prior Account Agreement, but will be entitled to amounts which have been previously funded under the Prior Retirement Plan or the Prior Account "Deferxxxx Dxxxxxxrs") xxxx xxch exxxxxxd a Dxxxxxxx Xxxxxxxxtion Agreement for their benefit. An affiliate of INVESCO will reimburse Company for any amounts funded by Company for Messrs. Baker and Soll under the Prior Retirement Plan and the Prior Accounx Xxxeemenx. DEFERRED COMPENSATION AGREEMENTS At a meeting held on November 6, 2003(collectively, the Boards of Directors of the INVESCO Funds, including Company, adopted new deferred compensation agreements, which are consistent with the deferred compensation agreements adopted by the Boards of Directors/Trustees of the AIM Funds"Compensation Agreements"). Pursuant to the new deferred compensation agreements ("New Compensation Agreements"), a director has the Deferring Directors have the option to elect to defer receipt of up to 100% of his or her their compensation payable by Companythe Companies, and such 15 amounts are placed into a deferral account. The deferring directors Currently, the Deferring Directors have the option to select various AIM Funds and INVESCO Funds in which all or part of their deferral account will accounts shall be deemed to be invested. Distributions from the deferring directorsDeferring Directors' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the New Compensation Agreement) beginning on the date selected under the New Compensation Agreement. The Each Board, in its sole discretion, may accelerate or extend the distribution of such deferral accounts after the deferring directors' Deferring Director's retirement benefits commence under the New Retirement Planplan. The Each Board, in its sole discretion, also may accelerate or extend the distribution of such deferral accounts after the deferring directors' Deferring Director's termination of service as a director of a Company. If a deferring director Deferring Director dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The New Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the deferring directors Deferring Directors have the status of unsecured creditors of Company the Companies and of each other AIM Fund and INVESCO Fund from which they are deferring compensation. OFFICERS PROPOSAL 2 -- APPROVAL OF COMPANY The following table provides information with respect THE STIC PLAN TO REDOMESTICATE EACH SERIES PORTFOLIO OF SHORT-TERM INVESTMENTS CO. AS NEW SERIES PORTFOLIOS OF SHORT-TERM INVESTMENTS TRUST WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 2? Proposal 2 applies only to the current officers shareholders of Company. Each officer is elected by the Board of Directors Cash Assets Portfolio, Liquid Assets Portfolio and serves until his or her successor is chosen and qualified or until his or her resignation or removal by the Board of Directors. The business address of all officers of Company is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173Prime Portfolio.

Messrs. Baker Xxxx and Soll Xxxxx will remain on the SHL board, except as provided below. At the time that the SHL New Director Condition is satisfied, Messrs. Xxxx and Xxxxx will resign from the SHL board, effective immediately, except to the extent that one or both is a Director Nominee. In the event that two of the Director Nominees join the SHL board, but one Director Nominee has not receive any additional benefits under yet joined the Pxxxx Retirxxxxt Plan SHL board, one of Messrs. Xxxx or Xxxxx (to the extent they are not Director Nominees) will resign from the SHL board, effective immediately, and the other shall remain on the SHL board until the SHL New Director Condition is satisfied at which time he will resign from the SHL board, effective immediately, unless he is a Director Nominee.  For the avoidance of doubt, either the Consenting Surplus Noteholders or the Prior Account AgreementConsenting SHL Holders may designate Messrs. Xxxx and/or Xxxxx as their Director Nominee(s) provided for above.  Each Director Nominee will have customary board observer rights until such time as they are seated on the SHL board or their nomination is withdrawn.  The Syncora Parties will use commercially reasonable efforts to (a) obtain all applicable regulatory approvals for each of the Director Nominees as promptly as practicable and (b) have each of the Director Nominees seated on the SHL board upon or as promptly as practicable following Closing.  The Consenting Surplus Noteholders and the Consenting SHL Holders shall provide a list of at least four acceptable replacement nominee(s), but which replacement nominees shall be designated in writing by the Majority Consenting Surplus Noteholders and the Majority Consenting SHL Holders, respectively, that choose to participate in the nomination process (each, a “Replacement Nominee”) that could serve in the place of such Consenting Holders’ Director Nominee if their Director Nominee(s) are unwilling or unable to complete their term. In the event that one or more of the Consenting Surplus Noteholders’ or the Consenting SHL Holders’ nominee(s) are unwilling or unable to complete their term, the Syncora Parties will use commercially reasonable efforts to have a Replacement Nominee seated on the SHL board as soon as reasonably practicable to replace such director, subject to applicable regulatory approvals and customary review process of the SHL board of directors.  Each of the Director Nominees will be entitled to amounts which have been previously funded under one three-year term hereunder; provided that if a Director Nominee is Messrs. Xxxx and/or Xxxxx, such director shall resign from their current term effective immediately upon Closing and will be entitled to begin one new three-year term effective immediately upon Closing.  Each of the Prior Retirement Plan Director Nominees shall be “independent” as such term is used in the NYSE listing rules and unaffiliated with any of the Consenting Holders.  The Director Nominees shall not be entitled to receive compensation or the Prior Account Agreement indemnification for their benefitboard service from any person or entity other than the Syncora Parties. An affiliate  One Director Nominee provided for above will be entitled to serve on the Compensation Committee, one Director Nominee provided for above will be entitled to serve on the Nominating and Governance Committee and one Director Nominee provided for above will be entitled to serve on the Finance and Risk Oversight Committee. If a Director Nominee is Messrs. Xxxx or Xxxxx, one of INVESCO them will reimburse Company for any amounts funded by Company for Messrs. Baker be the Director Nominee designated to serve on the Nominating and Soll under Governance Committee. For the Prior Retirement Plan and the Prior Accounx Xxxeemenx. DEFERRED COMPENSATION AGREEMENTS At a meeting held on November 6avoidance of doubt, 2003, the Boards of Directors each of the INVESCO Funds, including Company, adopted new deferred compensation agreementsthree Director Nominees will be entitled to serve on one committee, which are consistent with the deferred compensation agreements adopted shall be a different committee from each other Director Nominee. The committee to which a director nominee is assigned will be determined by the Boards of Directors/Trustees of the AIM Funds. Pursuant to the new deferred compensation agreements ("New Compensation Agreements"), a director has the option to elect to defer receipt of up to 100% of his or her compensation payable by Company, Nominating and such amounts are placed into a deferral account. The deferring directors have the option to select various AIM Funds and INVESCO Funds in which all or part of their deferral account will be deemed to be invested. Distributions from the deferring directors' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten years (depending on the New Compensation Agreement) beginning on the date selected under the New Compensation Agreement. The BoardGovernance Committee, in its sole discretion, may accelerate or extend the distribution of such deferral accounts after the deferring directors' retirement benefits commence under the New Retirement Plan. The Boardtaking into consideration, in its sole discretiongood faith, also the preferences of the Consenting Surplus Noteholders and the Consenting SHL Preferred Holders. Disclosure .......................................................As soon as reasonably practicable following Closing, the Syncora Parties will disclose:  SHL’s GAAP reserves (including the portion attributable to SGI and SCAI) by risk category.  For all credits with net par exposure greater than $40 million (i.e., aggregate exposure by credit, not CUSIP), the name, net par outstanding, maturity, rating, business area, sector, and sub- sector; provided that names may accelerate or extend the distribution be made anonymous and net par outstanding and maturity may be disclosed as ranges as necessary.  The Syncora Parties and Lazard, representing an ad hoc group of such deferral accounts after the deferring directors' termination holders of service as a director of Company. If a deferring director dies prior Surplus Notes, have agreed to the distribution names, net par outstanding and maturities to be withheld from the initial disclosure upon Closing. Beginning with the quarter immediately following completion of amounts in his or her deferral accountthe Transactions, the balance Syncora Parties will hold quarterly earnings /business update calls to discuss the results of operations for the deferral account will be distributed to his or her designated beneficiary. The New Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the deferring directors have the status of unsecured creditors of Company relevant reporting period and of each other AIM Fund such call shall include a reasonable question and INVESCO Fund from which they are deferring compensation. OFFICERS OF COMPANY The following table provides information with respect to the current officers of Company. Each officer is elected by the Board of Directors and serves until his or her successor is chosen and qualified or until his or her resignation or removal by the Board of Directors. The business address of all officers of Company is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173answer session.