Edgar Filing: STRAYER EDUCATION INC

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STRAYER EDUCATION, INC.
1025 FIFTEENTH STREET, N.W.
WASHINGTON, D.C. 20005
(202) 408-2424

Dear Fellow Stockholder:

You are cordially invited to attend the 2002 Annual Meeting of Stockholders
of Strayer Education, Inc., (the "Corporation"), to be held at 9:00 a.m. local
time on May 1, 2002, at the Ritz Carlton Hotel, Pentagon City, 1250 South Hayes
Street, in Arlington, Virginia.

At this year's meeting, you will vote on (i) the election of five out of
eleven directors, (ii) the ratification of the appointment of
PricewaterhouseCoopers LLC as the Corporation's independent auditors and (iii)
any other matters that may properly come before the meeting. We have attached a
notice of meeting and a proxy statement that contain more information about
these items and the meeting.

Your vote is important. We encourage you to sign and return your proxy
before the meeting so that your shares will be represented and voted at the
meeting even if you cannot attend in person.

We look forward to seeing you at the 2002 Annual Meeting of Stockholders.

Sincerely,

/s/ ROBERT S. SILBERMAN

ROBERT S. SILBERMAN
President and Chief Executive Officer

April 1, 2002

STRAYER EDUCATION, INC.
1025 FIFTEENTH STREET, N.W.
WASHINGTON, D.C. 20005
(202) 408-2424

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2002 Annual Meeting of Stockholders of Strayer Education, Inc. (the
"Corporation"), will be held at the Ritz Carlton Hotel, Pentagon City, 1250
South Hayes Street, in Arlington, Virginia, on May 1, 2002, at 9:00 a.m. for
the following purposes:

1. To elect five out of eleven directors to the Board of Directors to
serve for a term of one year and until their respective successors
are elected and qualified.

2. To ratify the appointment of PricewaterhouseCoopers LLP as the
independent public accountants for the Corporation.

3. To consider and act upon such other business as may properly come
before the meeting.

THIS NOTICE IS BEING SENT TO COMMON STOCKHOLDERS OF RECORD AS OF MARCH 22,
2002. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED STAMPED ENVELOPE.

By Order of the Board of Directors

/S/ STEVEN A. MCARTHUR

STEVEN A. MCARTHUR
Secretary

Washington, D.C.
April 1, 2002

STRAYER EDUCATION, INC.
1025 FIFTEENTH STREET, N.W.
WASHINGTON, D.C. 20005
(202) 408-2424

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 2002

This Proxy Statement is furnished on or about April 1, 2002, to holders of
the common stock of Strayer Education, Inc. (the "Corporation"), 1025 Fifteenth
Street, N.W., Washington, D.C. 20005, in connection with the solicitation by the
Board of Directors of the Corporation of proxies to be voted at the 2002 Annual
Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will be held
at 9:00 a.m. local time on May 1, 2002, at the Ritz Carlton Hotel, Pentagon
City, 1250 South Hayes Street, in Arlington, Virginia.

The cost of soliciting proxies will be borne by the Corporation. Copies of
solicitation material may be furnished to brokers, custodians, nominees and
other fiduciaries for forwarding to beneficial owners of shares of the
Corporation's common stock, and normal handling charges may be paid for such
forwarding service. Solicitation of proxies may be made by the Corporation by
mail or by personal interview, telephone and telegraph by officers and other
management employees of the Corporation, who will receive no additional
compensation for their services. The Corporation has also retained MacKenzie
Partners, Inc. to provide proxy solicitation services for a fee of $5,000 plus
reimbursement of its out-of-pocket expenses.

Any stockholders giving a proxy pursuant to this solicitation may revoke it
at any time prior to exercise of the proxy by giving notice of such revocation
to the Secretary of the Corporation at its executive offices at 1025 Fifteenth
Street, N.W., Washington, D.C. 20005, or by attending the meeting and voting in
person.

At the close of business on March 22, 2002, there were 8,352,412 shares of
the common stock of the Corporation outstanding and entitled to vote at the
meeting. ONLY COMMON STOCKHOLDERS OF RECORD ON MARCH 22, 2002 WILL BE ENTITLED
TO VOTE AT THE MEETING, and each share will have one vote. As described
beginning on page 3, the Corporation also has a class of convertible preferred
stock which is, as of March 22, 2002, convertible into 5,897,495 shares of
common stock and which, as a class, is currently entitled to designate six out
of twelve members of the Board of Directors of the Corporation. Convertible
preferred stockholders are not entitled to vote on the matters for which proxies
are being solicited hereby.

VOTING INFORMATION

At the Annual Meeting votes will be counted by written ballot. A majority of
the shares entitled to vote will constitute a quorum for purposes of the Annual
Meeting. The election of the Board of Directors' nominees for five common stock
directors will require the affirmative vote of a plurality of the common shares
present in person or represented by proxy and entitled to vote in the election
of directors. Ratification of the appointment of the Corporation's independent
auditors and approval of any other business which may properly come before the
Annual Meeting, or any adjournments thereof, will require the affirmative vote
of a majority of the common shares present in person or represented by proxy and
entitled to vote thereon. Under Maryland law and the Corporation's Articles of
Incorporation and By-laws, the aggregate number of votes entitled to be cast by
all common stockholders present in person or represented by proxy at the Annual
Meeting, whether those stockholders vote "For," "Against" or abstain from
voting, will be counted for purposes of determining the minimum number of
affirmative votes required for approval of such matters, and the total number of
votes cast "For" each of these matters will be counted for purposes of
determining whether sufficient affirmative votes have been cast. An abstention
from voting on a matter by a common stockholder present in person or represented
by proxy at the meeting, other than the election of directors, has the same
legal effect as a vote "Against"

the matter even though the stockholder or interested parties analyzing the
results of the voting may interpret such a vote differently. Broker non-votes
will have the effect of reducing the number of shares considered present and
entitled to vote on the matter.

A common stockholder may, with respect to the election of directors, (i)
vote for the election of all named director nominees, (ii) withhold authority to
vote for all named director nominees or (iii) vote for the election of all named
director nominees other than any nominee with respect to whom the stockholder
withholds authority to vote by so indicating in the appropriate space on the
proxy card.

Proxies properly executed and received by the Corporation prior to the
meeting and not revoked, will be voted as directed therein on all matters
presented at the meeting. In the absence of specific direction from a common
stockholder, proxies will be voted for the election of all named director
nominees. If a proxy indicates that all or a portion of the shares represented
by such proxy are not being voted with respect to a particular proposal, such
non-voted shares will not be considered present and entitled to vote on such
proposal, although such shares may be considered present and entitled to vote on
other proposals and will count for the purpose of determining the presence of a
quorum.

PROPOSAL 1
ELECTION OF DIRECTORS

Five out of eleven sitting directors are to be elected by the holders
of our common stock at the Annual Meeting. It is intended that the votes
represented by the proxies will be cast for the election as directors (for a
term of one year or until their successors are chosen and qualified) of the
persons listed below. Each of the nominees is currently a director of the
Corporation. There are six other members of our board of directors who will be
elected by the purchasers of our Series A Convertible Redeemable Preferred Stock
pursuant to the terms of the Corporation's Series A Convertible Redeemable
Preferred Stock. The following table and text presents information as of the
date of this proxy statement concerning persons nominated for election as common
stock directors of the Corporation and a separate table presents information
concerning the directors who are elected by the holders of our Series A
Convertible Redeemable Preferred Stock, including their current membership on
committees of the Board of Directors, principal occupations or affiliations
during the last five years and certain other directorships held. The Corporation
currently has a twelve member Board with eleven sitting members and one common
stock director vacancy. The Board will conduct a nomination and review process
to fill this common stock director vacancy as promptly as possible. When that
vacancy is filled, the common stockholders will be entitled to elect six out of
twelve members of the Board.

NOMINEES FOR COMMON STOCK DIRECTORS

OWNERSHIP
------------------------------------------------------------
NAME/TITLE AGE BOARD ELECTED TO COMMON VESTED UNVESTED CONVERTIBLE
COMMITTEES STRAYER BOARD STOCK OPTIONS* OPTIONS PREFERRED

ROBERT S. SILBERMAN
PRESIDENT AND CEO 44 Executive 2001 6,000 116,667 233,333 0
of the Corporation
and Director

DR. CHARLOTTE F. BEASON 54 N/A 1996 3,450 0 0 0
Director

WILLIAM E. BROCK 71 Compensation 2001 0 0 10,000 0
Director

TODD A. MILANO 49 Compensation 1996 14,924 0 0 0
Director

G. THOMAS WAITE, III 50 Audit 1996 3,128 0 0 0
Director

-----------------------------
* Or will vest within 60 days of the date of this proxy statement

ROBERT S. SILBERMAN................. has been President and Chief Executive
Officer of the Corporation since March
2001. Mr. Silberman was Executive in
Residence at New Mountain Capital, LLC
from August 2000 to March 2001. From
1995 to 2000, Mr. Silberman served as
President and Chief Operating Officer
(and in certain other capacities) of
CalEnergy Company, Inc. From 1993 to
1995, Mr. Silberman was Assistant to
the Chairman and Chief Executive
Officer of International Paper Company.
From 1989 to 1993, Mr. Silberman served
in several senior positions in the U.S.
Department of Defense, including as
Assistant Secretary of the Army.

DR. CHARLOTTE F. BEASON............. has been Vice Chair of the Commission
on Collegiate Nursing Education (an
autonomous agency accrediting
baccalaureate and graduate programs in
nursing) and Program Director, Nursing
Strategic Healthcare Group at the U.S.
Department of Veterans Affairs since
1996.

MR. WILLIAM E. BROCK ............... is the Founder and has been Chairman of
BRIDGES Learning Systems, Inc., an
education services company, since 1996.
From 1988 to 1995, Mr. Brock was the
founder and Chairman of the Brock
Group, a firm specializing in
international trade, investment and
human resources. From 1985 to 1987, Mr.
Brock served as the Secretary of Labor.
From 1981 to 1985, Mr. Brock served as
the Special Trade Representative. Mr.
Brock served as a Senator from the
State of Tennessee from 1971 to 1981.
Mr. Brock is also a Director of On
Assignment, Inc., HealthExtras, Inc.
and Federal Medical, Inc.

MR. TODD A. MILANO.................. has been President and Chief Executive
Officer of Central Pennsylvania
College since 1989.

MR. G. THOMAS WAITE, III ........... has been Treasurer and Chief Financial
Officer of the Humane Society of the
United States, since 1993. In 1992, Mr.
Waite was the Director of Commercial
Management of The National Housing
Partnership.

INFORMATION CONCERNING PREFERRED STOCK DIRECTORS

The following table presents information as of the date of this proxy
statement concerning persons who have been elected to our Board of Directors by
purchasers of our Series A Convertible Redeemable Preferred Stock. These
Directors were initially elected to our Board of Directors in March 2001, except
where indicated.

OWNERSHIP
------------------------------------------------------------
NAME/TITLE AGE BOARD ELECTED TO COMMON VESTED UNVESTED CONVERTIBLE
COMMITTEES STRAYER BOARD STOCK OPTIONS (a) OPTIONS PREFERRED

STEVEN B. KLINSKY 45 Executive 2001 0 0 0 5,897,495 (b)
Director

CHARLES AYRES 42 Executive and 2001 0 0 0 5,897,495 (b)
Director Compensation

DAVID A. COULTER 54 N/A 2002 0 0 0 0
Director

GARY GENSLER 44 Audit 2001 3,000 0 10,000 0
Director

ROBERT R. GRUSKY 44 Executive and 2001 0 0 0 0
Director Audit

J. DAVID WARGO 48 N/A 2001 0 0 0 0
Director

--------------------------

(a) Or will vest within 60 days of the date of this proxy statement.
(b) Common Stock Equivalents. See note (a) to "Beneficial Ownership of Common
Stock" table below.

MR. STEVEN B. KLINSKY .............. is the Founder and has been Managing
Member and Chief Executive Officer of
New Mountain Capital, LLC since June
1999. From 1987 to 1999, Mr. Klinsky
was a general partner of Forstmann
Little & Co., a private equity firm.
Mr. Klinsky has been the non-executive
Chairman of the Board of the
Corporation since March 2001.

MR. CHARLES AYRES .................. has been a Managing Director of DB
Capital Partners, Inc. (the private
equity arm of Deutsche Bank) and Head
of DB Capital Partners U.S. since 1999.
From 1991 to 1999 Mr. Ayres served as a
Managing Partner at McCown DeLeeuw. Mr.
Ayres currently serves on the Board of
Directors of Jet Industries, Inc., New
Roads, Inc., Prestige Brands
International, Inc. and the Kinetics
Group, Inc.

MR. DAVID A. COULTER ............... has been Vice Chairman, J.P.
Morgan Chase & Co. from December 2000 to
the present. Mr. Coulter was Vice
Chairman of The Chase Manhattan
Corporation from July 2000 to December
2000. Prior to joining Chase, Mr. Coulter
led the West Coast operations of the
Beacon Group, a private investment and
strategic advisory firm, and prior to
that Mr. Coulter served as the Chairman
and Chief Executive Officer of The
BankAmerica Corporation. Mr. Coulter
currently serves on the Board of
Directors of PG&E Corporation and
MasterCard International and is a Trustee
of Carnegie Mellon University.

MR. GARY GENSLER ................... served as Under Secretary of the U.S.
Department of the Treasury from 1999 to
2001, and before that as Assistant
Secretary of the Treasury from 1997 to
1999. From 1988 to 1997, Mr. Gensler
was a partner of The Goldman Sachs
Group, L.P., an international
investment banking firm where he served
in various capacities including co-head
of finance, responsible for controllers
and treasury worldwide.

MR. ROBERT R. GRUSKY ............... has been Principal of New Mountain
Capital, LLC since 2000. Since 2000,
Mr. Grusky has also been the managing
member of the limited liability company
that is the general partner of Hope
Capital Partners, L.P., an investment
partnership that invests primarily in
public equities. From 1998 to 2000, Mr.
Grusky served as President of RSL
Investments Corporation. From 1985 to
1997, with the exception of 1990-1991
when he was on a leave of absence to
serve as a White House fellow and
Assistant for Special Projects to the
Secretary of Defense, Mr. Grusky served
in a variety of capacities, including
Vice President at Goldman, Sachs & Co.,
first in its Mergers & Acquisitions
Department and then in its Principal
Investment Area.

MR. J. DAVID WARGO ................. has been Principal of New Mountain
Capital, LLC since 1999. Since 1993,
Mr. Wargo has also been the President
of Wargo & Company, Inc., an investment
management company. From 1989 to 1992,
Mr. Wargo was a Managing Director and
Senior Analyst of The Putnam Companies,
a Boston-based investment management
company. From 1985 to 1989, Mr. Wargo
was a partner and held other positions
at Marble Arch Partners. Mr. Wargo is
also a Director of On Command
Corporation.

BOARD COMMITTEES

The Board of Directors has established an Audit Committee, an Executive
Committee and a Compensation Committee and has no nominating committee.
Selection of nominees for the Board is made by the entire Board of Directors.
The current Committee membership is as follows:

EXECUTIVE COMPENSATION AUDIT
Mr. Silberman Mr. Ayres Mr. Grusky
Mr. Ayres Mr. Brock Mr. Gensler
Mr. Grusky Mr. Milano Mr. Waite
Mr. Klinsky

Audit Committee. For the year ended December 31, 2001, the Audit Committee
was composed of Messrs. Grusky (Chair), Gensler and Waite. At various times
during 2001 prior to the Corporation's recapitalization in March, Dr. Beason and
former Directors Elmore and Eastham and after March, former Director Dollinger,
served on the Audit Committee. The Audit Committee is currently composed of
Messrs. Grusky (Chair), Gensler and Waite. The Audit Committee is responsible
for reviewing the internal accounting procedures of the Corporation and the
results and scope of the audit and other services provided by the Corporation's
independent auditors, consulting with the Corporation's independent auditors and
recommending the appointment of independent auditors to the Board of Directors.
The Audit Committee met four times during the year ended December 31, 2001; each
member of the Audit Committee (as it was constituted at those times) attended
these meetings. The Audit Committee has adopted a written charter, and all of
the members of the Audit Committee are independent, as independence is defined
in Rule 4200(a)(14) of The National Association of Securities Dealers' Listing
Standards. A report of the Audit Committee is included in this proxy statement.

Compensation Committee. For the year ended December 31, 2001, the
Compensation Committee was composed of Mr. Ayres (Chair), Mr. Milano and former
director Roland Carey. At various times during 2001 prior to the Corporation's
recapitalization in March, former director Donald Benson and,

after March, Mr. Grusky, served on the Compensation Committee. The Compensation
Committee is currently composed of Messrs. Ayres (Chair), Brock and Milano. The
Compensation Committee, subject to the approval of the Board, has the authority
and performs all of the duties related to the compensation of management of the
Corporation, including determining policies and practices, changes in
compensation and benefits for management, determination of employee benefits and
all other matters relating to employee compensation, including matters relating
to the administration of the Option Plan. The Compensation Committee met four
times during the year ended December 31, 2001; all members of the Compensation
Committee (as it was constituted at those times) attended these meetings.

Executive Committee. For the year ended December 31, 2001, the Executive
Committee was composed of Messrs. Silberman, Ayres, Grusky and Klinsky. At
various times during 2001 prior to the Corporation's recapitalization in March,
Dr. Seaton and former directors Ron K. Bailey and Stanley G. Elmore and, after
March, former Director Steven K. Dollinger, served on the Executive Committee.
The Executive Committee is currently composed of Messrs. Ayres, Grusky, Klinsky
and Silberman. The Executive Committee has the authority to exercise all of the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation in order to undertake such duties and
responsibilities as the Board of Directors may authorize by resolution from time
to time. The Executive Committee met five times during the year ended December
31, 2001; each member of the Executive Committee (as it was constituted at those
times) attended those meetings.

ATTENDANCE AT MEETINGS

During the year ended December 31, 2001, the Board of Directors held six (6)
meetings, each of which were attended by at least seventy-five percent of the
directors, as the Board was then constituted at those times.

DIRECTORS' COMPENSATION

Directors who are employees receive no additional compensation for serving
as Directors. All Directors are reimbursed for expenses incurred in connection
with their attendance at Board and Committee meetings, and during the year ended
December 31, 2001 non-employee Directors (who were also not affiliated with the
holders of the Corporation's Series A Convertible Redeemable Preferred Stock)
received $2,000 in cash compensation for each Board of Directors meeting
attended. Employees of New Mountain Capital, LLC and DB Capital Partners, Inc.
receive no compensation for sitting on the Corporation's Board of Directors. At
the time new Directors join the Board, the Board also considers granting such
directors options to purchase up to 10,000 shares of common stock.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Securities Exchange Act of 1934 requires the Corporation's directors,
executive officers and 10% stockholders to file reports of beneficial ownership
of equity securities of the Corporation and to furnish copies of such reports to
the Corporation. Based on a review of such reports, the Corporation believes
that, during the fiscal year ended December 31, 2001, all such filing
requirements were met except for a Form 4 filing by Dr. Stoddard for the month
of April 2001 which was not made due to a clerical error, but was reflected in
Dr. Stoddard's February 2002 Form 5 filing for year end 2001.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information regarding the
ownership of our common stock as of March 22, 2002, by each person known by us
to be the beneficial owner of more than five percent (5%) of the outstanding
shares of our common stock, each of our directors, and all executive officers
and directors as a group. The information presented in the table is based upon
the most recent filings with the Securities and Exchange Commission by those
persons or upon information otherwise provided by those persons to us. The
percentages reflected in the table for each beneficial owner are calculated
based on the number of shares of common stock outstanding on the record date
plus those common stock equivalents

and exerciseable options held by the applicable beneficial owner. PERCENTAGES IN
THE TABLE BELOW ADD UP TO MORE THAN 100% BECAUSE CERTAIN OF THE SHAREHOLDINGS
REPRESENT DUPLICATIVE ENTRIES WHEN MORE THAN ONE INDIVIDUAL OR ENTITY MUST
REPORT BENEFICIAL OWNERSHIP AS TO THE SAME SHARES. SEE FOOTNOTES (A) AND (D)
BELOW.

COMMON STOCK OPTIONS
EQUIVALENTS CURRENTLY
COMMON STOCK FROM PREFERRED EXERCISABLE OR
BENEFICIALLY STOCK EXERCISABLE PERCENTAGE
OWNED BENEFICIALLY OWNED WITHIN 60 DAYS TOTAL OWNED
----- ------------------ --------------- ----- -----
NAME OF BENEFICIAL OWNER
------------------------

STOCKHOLDERS:
------------
New Mountain Partners, L.P. (a) 0 5,897,495 1,000,000 6,897,495 45.2%
DB Capital Partners, L.P. (a) 0 5,897,495 1,000,000 6,897,495 45.2%
Kayne Anderson Rudnick Investment(b) 1,624,569 0 0 1,624,569 19.5%
FMR Corp. (c) 1,470,400 0 0 1,470,400 17.6%
Ron K. and Beverly Bailey (d) 1,000,000 0 0 1,000,000 12.0%

DIRECTORS:
---------
Steven B. Klinsky (a) 0 5,897,495 1,000,000 6,897,495 45.2%
Robert S. Silberman 6,000 0 116,667 122,667 1.5%
Charles Ayres (a) 0 5,897,495 1,000,000 6,897,495 45.2%
Dr. Charlotte F. Beason 3,450 0 0 3,450 *
William E. Brock 0 0 0 0 0
David A. Coulter 0 0 0 0 0
Gary Gensler 3,000 0 0 3,000 *
Robert R. Grusky 0 0 0 0 0
Todd A. Milano 14,924 0 0 14,924 *
G. Thomas Waite, III 3,128 0 0 3,128 *
J. David Wargo 0 0 0 0 0

OFFICERS:
--------
Scott W. Steffey 1,774 0 83,333 85,107 1.0%
Steven A. McArthur 2,648 0 41,666 44,314 *
Mark C. Brown 1,000 0 0 1,000 *
Lysa Hlavinka 0 0 3,333 3,333 *
Kevin O'Reagan 0 0 13,333 13,333 *
Robert Farmer 1,908 0 0 1,908 *
Dr. Donald Stoddard 993 0 0 993 *
Dr. J. Chris Toe 95 0 0 95 *
Dina West 0 0 0 0 0
All officers and directors (20 persons) 38,920 5,897,495 1,258,332 7,194,747 46.4%

-------------
* represents amounts less than 1%

(a) Based on Schedules 13D filed with the SEC dated May 15, 2001. Includes
1,000,000 shares owned by Ron K. and Beverly Bailey and their affiliated
foundations, which the stockholders have the option to purchase under a
currently exercisable option at $30.00 per share. Includes 4,521,413 and
1,376,082 shares of Series A Convertible Preferred Stock owned by New
Mountain and DB Capital, respectively, pursuant to shareholders agreement.
New Mountain's address is 712 Fifth Avenue, 23rd Floor, New York, NY
10019. New Mountain Investments, L.P. ("NMI") is New Mountain Partners'
general partner and New Mountain GP, LLC (NM) is NMI's general partner.
Mr. Klinsky is the sole member of NM. Mr. Klinsky disclaims beneficial
ownership of the shares owned by New Mountain, except to the extent of his
pecuniary interest therein. DB Capital's address is: 130 Liberty

Street, New York, NY 10006. Mr. Ayres disclaims beneficial ownership of
the shares owned by DB Capital except to the extent of his pecuniary
interest therein.

(b) Based on a Schedule 13G filed with the SEC on February 13, 2002. These
securities are owned by various individual and institutional investors
for whom Kayne Anderson Rudnick Investment Management, LLC serves as
investment adviser with power to direct investments and/or sole power to
vote the securities. For purposes of the reporting requirements of the
Securities Exchange Act of 1934 (the "1934 Act"), Kayne Anderson Rudnick
Investment Management is deemed to be a beneficial owner of these
securities; however, Kayne Anderson Rudnick Investment Management
expressly disclaims that it is, in fact, the beneficial owner of these
securities. The address is: 1800 Avenue of the Stars, Second Floor, Los
Angeles, CA 90067.

(c) Based on a Schedule 13G filed with the SEC on February 14, 2002. Various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the common stock. The
interest of one person, Fidelity OTC Portfolio, an investment company
registered under the Investment Company Act of 1940, in the common
stock, amounted to 1,385,600 shares at August 31, 2001. The address is:
82 Devonshire Street, Boston, MA 02109.

(d) The shares owned by Mr. and Mrs. Bailey are subject to an option to
purchase granted to New Mountain Partners, L.P. and DB Capital Investors,
L.P. which is currently exercisable at $30.00 per share. The Baileys'
address is: c/o BFF, 550 North Reo St., Suite 300, Tampa, FL 33609-1065.

COMPENSATION
EXECUTIVE COMPENSATION

The following table sets forth annual and long-term compensation for the
fiscal years ended December 31, 1999, 2000 and 2001 for services in all
capacities to the Corporation of the chief executive officer and the other four
highest compensated executive officers.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------------------------------- -------------------

SECURITIES
ALL OTHER UNDERLYING
NAME AND POSITION YEAR SALARY BONUS COMPENSATION(g) OPTIONS/SAR'S
----------------- ---- ------ ----- --------------- -------------

Robert S. Silberman... 2001 $290,242 (a) (a) $ 136,575 350,000 shares
President & CEO 2000 N/A
1999 N/A

Scott W. Steffey...... 2001 $170,539 (b) (b) $ 92,150 250,000 shares
Executive VP & COO 2000 N/A
1999 N/A

Steven A. McArthur.... 2001 $114,569 (c) (c) $ 43,856 125,000 shares
Senior VP & Gen. Counsel 2000 N/A
1999 N/A

Mark C. Brown......... 2001 $ 57,212 (d) (d) $ 32,303 85,000 shares
Senior VP & CFO 2000 N/A
1999 N/A

Kevin O'Reagan........ 2001 $ 92,885 (e) (e) $ 0 40,000 shares
Vice President & CTO 2000 N/A
1999 N/A

Ron K. Bailey......... 2001 $ 15,054 (f) (f)
Former President 2000 $ 50,000 $ 1,238(h) N/A
1999 $ 54,900 $ 1,236(h)

-----------------

(a) Mr. Silberman joined the Company in March 2001. This salary amount
reflects his annual salary of $350,000 but is prorated to reflect actual
amounts paid to him since March. The Bonus column does not include a
$265,000 cash bonus for the Corporation's 2001 performance against
budget which was paid in the first quarter of 2002 following receipt of
the Corporation's audited financial results.

(b) Mr. Steffey joined the Company in March 2001. This salary amount
reflects his annual salary of $210,000 but is prorated to reflect actual
amounts paid to him since March. The Bonus column does not include a
$160,000 cash bonus for the Corporation's 2001 performance against
budget which was paid in the first quarter of 2002 following receipt of
the Corporation's audited financial results.

(c) Mr. McArthur joined the Company in May 2001. This salary amount reflects
his annual salary of $175,000 but is prorated to reflect actual amounts
paid to him since May. The Bonus column does not include a $135,000 cash
bonus for the Corporation's 2001 performance against budget which was
paid in the first quarter of 2002 following receipt of the Corporation's
audited financial results.

(d) Mr. Brown joined the Company in September 2001. This salary amount
reflects his annual salary of $175,000 but is prorated to reflect actual
amounts paid to him since September. The Bonus column does not include a
$70,000 cash bonus for the Corporation's 2001 performance against budget
which was paid in the first quarter of 2002 following receipt of the
Corporation's audited financial results.

(e) Mr. O'Reagan joined the Company in July 2001. This salary amount
reflects his annual salary of $150,000 but is prorated to reflect actual
amounts paid to him since July. The Bonus column does not include a
$60,000 cash bonus for the Corporation's 2001 performance against budget
which was paid in the first quarter of 2002 following receipt of the
Corporation's audited financial results.

(f) Mr. Bailey's employment as President terminated in March 2001.

(g) Other Compensation reflects reimbursement for relocation expenses and
associated tax gross-up.

(h) Reflects matching contributions made by the University to the
University's 401(k) plan for Mr. Bailey and premiums paid by the
University for life insurance for Mr. Bailey.

OPTION GRANTS IN LAST FISCAL YEAR

The Corporation's Option Plan was adopted in July 1996 and amended by vote of
the common stockholders at the May 21, 2001 Annual Meeting to increase the
shares authorized for issuance under the Plan one million additional shares. The
following table provides the specified information concerning options granted to
the Named Executive Officers for the fiscal year ended December 31, 2001.
Following the Series A Convertible Redeemable Preferred Stock investment in the
Corporation by New Mountain Partners and DB Capital Partners in May 2001, the
Corporation recruited a largely new Executive Officer group. Upon joining the
Corporation, these new Executive Officers received initial option grants having
exercise prices equal to the market price of the Corporation's stock on the
grant date and which options vest in three annual increments. As these initial
grants were primarily designed to retain the new senior management team, the
Corporation does not anticipate granting this number of options every year. As
required by SEC rules, the table sets forth the hypothetical gains that would
exist for the shares subject to such options based on assumed annual compounded
rates of stock price appreciation during the option term. There is no assurance
that the Company's stock price would appreciate at the rate shown in this table.

POTENTIAL REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL
SHARES PERCENT OF RATES OF STOCK PRICE
UNDERLYING TOTAL OPTIONS EXERCISE APPRECIATION FOR OPTION TERM
OPTIONS GRANTED TO PRICE PER EXPIRATION ----------------------------
NAME GRANTED (#) EMPLOYEES (%) SHARE ($/sh) DATE 5%($) 10%($)
---- ----------- ------------- ------------ ---- ------------- -------------

Robert. S. Silberman 350,000 (a) 38.5% $33.6875 April 5, 2008 4,800,000 11,186,000

Scott W. Steffey 250,000 (b) 27.5% $33.6875 April 5, 2008 3,429,000 7,990,000

Steven A. McArthur 125,000 (c) 13.7% $33.6875 April 5, 2008 1,714,000 3,995,000

Mark C. Brown 85,000 (d) 9.3% $47.44 July 2, 2008 1,649,000 3,836,000

Kevin O'Reagan 40,000 (e) 4.4% $45.70 May 13, 2008 744,000 1,734,000
----------

(a) Vesting 1/3 on April 6, 2002, 2003 and 2004

(b) Vesting 1/3 on April 6, 2002, 2003 and 2004

(d) Vesting 1/3 on July 3, 2002, 2003 and 2004

(e) Vesting 1/3 on May 14, 2002, 2003 and 2004

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS
FISCAL YEAR END(#) AT FISCAL YEAR END($)
SHARES ACQUIRED VALUE ------------------ ------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ----------- ----------- ------------- ----------- -------------

Robert S. Silberman 0 $ 0 0 350,000 0 $5,261,000

Scott W. Steffey 0 $ 0 0 250,000 0 $3,758,000

Steven A. McArthur 0 $ 0 0 125,000 0 $1,879,000

Mark C. Brown 0 $ 0 0 85,000 0 $ 109,000

Kevin O'Reagan 0 $ 0 0 40,000 0 $ 121,000

Ron K. Bailey 0 $ 0 0 0 0 $ 0

PERFORMANCE GRAPHS

The Corporation has revised the four company peer group used in prior proxy
statements to include the seven post-secondary companies which are currently
commonly grouped as industry peers by securities analysts and other industry
participants. Accordingly, pursuant to SEC regulations, performance graphs for
both the current and prior peer groups are presented below.

CURRENT PEER GROUP-PERFORMANCE GRAPH

The following performance graphs compare the Corporation's cumulative
stockholder return on its Common Stock since December 31, 1996 with The NASDAQ
Stock Market (U.S.) Index and a self-determined peer group consisting of Apollo
Group Inc. (APOL), the University of Phoenix ONLINE tracking stock (UOPX), ITT
Educational Services Inc. (ESI), Devry Inc. (DV), Career Education Corporation
(CECO), Corinthian Colleges Corporation (COCO) and Education Management Company
(EDMC). At present there is no comparative index for the education industry.
Although the Securities and Exchange Commission ("SEC") requires the Corporation
to present such a graph for a five-year period, the Common Stock of some of the
peers has been publicly traded only since certain dates noted under the graph.
This graph is not deemed to be "soliciting material" or to be filed with the SEC
or subject to the SEC's proxy rules or to the liabilities of Section 18 of the
Securities Act of 1934 ("1934 Act"), and the graph shall not be deemed to be
incorporated by reference into any prior or subsequent filing by the Corporation
under the Securities Act or the Securities Exchange Act.

COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN*
AMONG STRAYER EDUCATION, INC.
THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP

COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN*

[GRAPHIC OMITTED]

Among Strayer Education, Inc.,

NAME 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01

Strayer Education, Inc. 100 215 230 129 167 318
NASDAQ Stock Market (U.S.) 100 122 170 315 191 151
Peer Group 100 130 188 130 301 369

*$100 invested on 12/31/96 in stock or index-- including reinvestment of
dividends fiscal year ending December 31.

NOTE: Current Peer group consists of Apollo Group Inc., Career Education
Corp. (since January 1998), Corinthian Colleges, Inc. (since February 1999),
DeVry Inc., Education Management Corp., and ITT Education Services Inc.

PRIOR PEER GROUP-PERFORMANCE GRAPH

The following performance graph compares the Corporation's cumulative
stockholder return on its Common Stock since December 31, 1996 with The NASDAQ
Stock Market (U.S.) Index and a self-determined peer group consisting of Apollo
Group Inc. (APOL), ITT Educational Services Inc. (ESI), Devry Inc. (DV), and
Whitman Education Group, Inc. (WIX). At present there is no comparative index
for the education industry. This graph is not deemed to be "soliciting
material" or to be filed with the SEC or subject to the SEC's proxy rules or to
the liabilities of Section 18 of the Securities Act of 1934 ("1934 Act"), and
the graph shall not be deemed to be incorporated by reference into any prior or
subsequent filing by the Corporation under the Securities Act or the Securities
Exchange Act.

COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN*
Among Strayer Education, Inc.,
The NASDAQ Stock Market (U.S.) Index and a Peer Group

12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01

Strayer Education, Inc. 100 215 230 129 167 318
NASDAQ Stock Market (U.S.) 100 122 170 315 191 151
Past Peer Group 100 113 151 89 170 192

*$100 invested on 12/31/96 in stock or index-- including reinvestment of
dividends fiscal year ending December 31.

NOTE: Prior Peer group consisted of Apollo Group Inc., DeVry Inc., ITT
Educational Services Inc., and Whitman Education Group Inc.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors has prepared the
following report on the Committee's policies with respect to the compensation of
Executive Officers for 2001. The Corporation's Executive Officer compensation is
determined by the Compensation Committee, subject to the approval of the Board.
The Compensation Committee meets from time to time during the year as may be
required to address compensation and option issues associated with new Officer
hires, as well as, if applicable, making option grants as long-term compensation
and making other determinations or recommendations with respect to employee
benefit plans and related matters, and meets at least once a year, at which time
Executive Officer salaries with respect to the next fiscal year, and bonuses
with respect to the completed year are determined.

The Compensation Committee believes that compensation of the Corporation's
key executives should be sufficient to attract and retain highly qualified and
productive personnel and also enhance productivity and encourage and reward
superior performance. It is the policy of the Corporation that the three primary
components of the Corporation's total compensation package (base salary, cash
bonuses and grants of stock options) will be considered in the aggregate in
determining the amount of any one component. The Committee authorizes initial
option grants for Executive Officers upon commencement of employment and
encourages stock ownership by Executive Officers in order to more closely align
their interests with stockholders. The Committee seeks to reward achievement of
specific long and short-term individual and corporate performance goals by
authorizing annual cash bonuses. The Compensation Committee's criteria for
assessing executive performance in any year is based on meeting consolidated
financial targets set by the Board against an approved budget and meeting other
individual and corporate performance goals approved by the Board and the
Committee's exercise of its judgment regarding the performance of Executive
Officers against such goals. The Committee did not specifically use any
companies in the same industry as a basis for comparison when establishing
executive compensation.

During 2001, the Corporation's executive compensation generally included a base
salary, cash bonus and long-term compensation in the form of stock options
awarded under the Corporation's Employee Stock Option Plan. As described above,
the cash bonus compensation of executives is designed to compensate executives
for the Compensation Committee's assessment of superior performance against
consolidated financial targets set by the Board and meritorious and diligent
individual efforts, and such assessments in part, also recognize the individual
Executive's level of commitment to the Corporation's long-term success. The
long-term stock option grants made by the Compensation Committee are intended
to align the interests of Executives and the Corporation's Stockholders and
thereby to motivate Executives as equity owners to contribute at superior levels
in the future and to allow them to share in increased value developed for the
Corporation's Stockholders generally.

The Corporation's President and Chief Executive Officer, has an existing
employment agreement with the Corporation which has a term of approximately
three years (ending December 31, 2004 unless extended). Mr. Silberman's
employment agreement provides for a base salary of $350,000 per annum. Mr.
Silberman is also eligible to receive a target award of at least 75% of base
salary, in the form of a bonus for each of the fiscal years during which he is
employed, upon meeting certain individual, corporate and financial goals
annually approved by the Board. In the event of termination without cause, the
employment contract also provides for the payment of three years base salary
and, if such termination is in connection with a change of control, an amount
equal to three times the latest annual bonus award made to him under the
agreement prior to the event of termination without cause.

At its February 13, 2002 meeting, the Compensation Committee determined to
award Mr. Silberman a cash bonus of $265,000 in order to reflect Mr. Silberman's
superior performance and significant accomplishments during the year based on
the Corporation meeting specified consolidated financial targets approved by the
Board against budget and viewed in the context of his own individual goals and
the Corporation's overall performance. In addition, at the Compensation
Committee's February 13, 2002 meeting, the Compensation Committee authorized
salary increases and cash bonuses to other executives based on the Corporation
meeting specified consolidated financial targets approved by the Board against
budget and commensurate with the Compensation Committee's subjective assessment
of their relative individual performance and in the context of the Corporation's
overall performance.

In reviewing Mr. Silberman's compensation, the Compensation Committee first
noted the Corporation had met various annual consolidated financial targets
approved by the Board against budget and also subjectively considered Mr.
Silberman's significant contribution to the management of the Corporation during
the year, including: managing the recapitalization of the Corporation in May and
subsequently successfully implementing the operational and organizational senior
management restructuring and initiating a variety of new business development,
corporate sponsorship and ONLINE activities. In the Committee's view, Mr.
Silberman contributed very significantly to the Corporation meeting the Board's
annual consolidated financial goals and these various other achievements and
accordingly, the Compensation Committee believes his overall compensation was
wholly justified.

COMPENSATION DEDUCTIBILITY POLICY

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, and
applicable Treasury Regulations, no deduction is allowed to public companies for
annual compensation in excess of $1 million paid to the chief executive or any
of the four other most highly compensated executive officers. However, certain
compensation meeting a tax law definition of "performance-based" is generally
exempt from this deduction limit. In general, the Corporation's policy is to
maximize the extent of tax deductibility of executive compensation under the
provisions of Section 162(m) so long as doing so is compatible with its
determinations as to the most appropriate methods and approaches for the design
and delivery of compensation to the Corporation's executive officers.

COMPENSATION COMMITTEE:

CHARLES AYRES, CHAIR
TODD A. MILANO
ROLAND CAREY

Dated: February 13, 2002

OTHER COMPENSATION PLANS

The Corporation maintains a retirement plan (the "401(k) Plan") intended to
qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986,
as amended. The 401(k) Plan is a defined contribution plan that covers all
full-time employees of the Corporation of at least 21 years of age, employed by
the Corporation for at least one year. Employees may contribute up to 10% of
their annual wages (subject to an annual limit prescribed by the Internal
Revenue Code) as pretax, salary deferral contributions. The Corporation, in its
discretion, matches employee contributions up to a current maximum authorized
amount under the plan of 2% of annual wages. The Corporation also maintains an
Employee Stock Purchase Plan (the "Employee Purchase Plan"). The purpose of the
Employee Purchase Plan is to enable eligible full-time employees of the
Corporation, through payroll deductions, to purchase shares of our Common Stock
at a 10% discount from the prevailing market price from time to time. The
Employee Purchase Plan is administered by the Compensation Committee and had
approximately 100 employee participants in 2001.

AUDIT COMMITTEE REPORT

The Audit Committee of the Strayer Education, Inc. Board of Directors is
composed of three independent directors and operates under a written charter
adopted by the Board of Directors and approved by shareholders at the May 21,
2001 annual meeting. The Audit Committee is currently composed of Messrs. Grusky
(Chair), Gensler and Waite. Under the Audit Committee Charter (a copy of which
was attached to last year's proxy statement and is available from the
Corporation's Secretary) the Committee performs a variety of tasks, including
recommending to the Board of Directors the selection of the Corporation's
independent accountants, reviewing the Corporation's accounting policies and
reviewing the Corporation's unaudited quarterly earnings releases and periodic
filings with the Securities and Exchange Commission that include financial
statements.

The management of the Corporation is responsible for the Corporation's
internal controls and financial reporting process. PricewaterhouseCoopers LLP,
the Corporation's independent accountants, are responsible for performing an
independent audit of the Corporation's financial statements in accordance with
generally accepted auditing standards and to provide a report thereon. The
Committee's responsibility is to monitor and oversee these processes.

In connection with this responsibility, during 2001 the Committee met and
held discussions with management and the independent accountants four times.
Management represented to the Committee that the Corporation's consolidated
financial statements were prepared in accordance with generally accepted
accounting principles, and the Committee reviewed and discussed the consolidated
financial statements with management and, independently with
PricewaterhouseCoopers. The Committee also discussed with PricewaterhouseCoopers
the matters required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees).

The Committee has received from PricewaterhouseCoopers the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees) and has discussed with
PricewaterhouseCoopers its independence.

Based upon the review and discussions referred to above, the Committee,
consisting of the members for fiscal year ended December 31, 2001, recommended
to the Board of Directors that the audited financial statements for the year
2001 be included in the Corporation's annual report on Form 10-K for the year
ended December 31, 2001, filed with the Securities and Exchange Commission. In
its report to

the Board on the 2001 financial statements, the Audit Committee noted that (i)
the Corporation's accounting policies were described as conservative by
management and independently by the independent auditors; (ii) the Corporation
had no off balance sheet entities or unusual related party transactions; (iii)
there were no disagreements regarding any year-end adjustments between
management and the independent auditors; and (iv) the Committee had asked and
received satisfactory answers to the four key questions Warren Buffet, as
reported in Fortune Magazine, recommended audit committees ask independent
auditors: (1) If the auditors were solely responsible for preparation of the
company's financial statements, would they have been done differently, in either
material or nonmaterial ways? If differently, the auditor should explain both
management's argument and his own. (2) If the auditor were an investor would he
have received the information essential to understanding the company's financial
performance during the reporting period? (3) Is the company following the same
internal audit procedure the auditor would if he were CEO? (4) If not, what are
the differences and why?

AUDIT COMMITTEE:

ROBERT R. GRUSKY, CHAIR
GARY GENSLER
G. THOMAS WAITE, III

Dated: February 13, 2002

EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS

In April 2001, the Corporation entered into an employment agreement with Mr.
Silberman. The employment agreement provides for an initial three-year term,
expiring on December 31, 2004, but is automatically extended for an additional
year commencing on January 1, 2002 and each January 1 thereafter, unless the
Corporation or Mr. Silberman has given written notice by September 30 of the
immediately preceding year that it or Mr. Silberman, as the case may be, does
not wish to extend the term of the agreement. For his services, Mr. Silberman is
entitled to receive an annual salary of $350,000 plus a performance bonus based
on his overall performance.

In the event that Mr. Silberman is terminated by the Corporation without
cause, he is entitled to receive a lump-sum payment of any earned but unpaid
salary, bonus and benefits, plus an amount equal to three times his base salary
and, in the event of a termination upon a change in control of the Corporation,
three times his latest bonus actually paid. The agreement also contains
covenants restricting Mr. Silberman from competing with the Company for three
years after his termination of employment and requires Mr. Silberman to keep
confidential the Corporation's proprietary information.

CERTAIN TRANSACTIONS WITH FORMER MANAGEMENT

Purchase and Lease of Certain Campus Facilities. As of December 31, 2001 the
Corporation had long-term operating leases for fourteen of its various campus
and other administrative locations (excluding two leases expiring in 2002). The
rents on these leases are all at market rates. Of these fourteen locations, four
of the campuses, including the Washington, D.C. campus and three of the Virginia
campuses, were in 2001 leased from corporations which were wholly-owned by Mr.
Bailey, the Corporation's former President and Chief Executive Officer and
former majority stockholder. Rent paid to Mr. Bailey under these operating
leases (involving a total of 92,100 square feet) for the year ended December 31,
2001 totaled $1,946,000. In February 2002, the Corporation acquired for cash the
Washington D.C., Manassas, Virginia and Woodbridge, Virginia campuses from
investment partnerships and trusts in which Mr. Bailey and his family held
interests for an aggregate payment of $12 million. These three campuses had
74,600 combined total square feet and a 2001 aggregate annual rent of
$1,626,000. The Company believes this transaction was on terms at least as
favorable to the Corporation as terms reached on an arm's length transaction.
The Corporation currently believes that the one remaining campus lease with Mr.
Bailey which expires in 2006 is on terms at least as favorable to the
Corporation as terms reached in an arm's length transaction.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed the accounting firm of
PricewaterhouseCoopers LLP to serve as the Corporation's independent public
accountants for the fiscal year ending December 31, 2002. PricewaterhouseCoopers
has acted as the Corporation's independent public accountants for the fiscal
year ended December 31, 2001. Representatives of PricewaterhouseCoopers are
expected to be present at the stockholders' meeting and will have an opportunity
to make a statement if they desire and to respond to appropriate questions. The
ratification of the appointment of PricewaterhouseCoopers requires the approval
of a majority of the votes cast at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.

Audit Fees. PricewaterhouseCoopers billed the Corporation $120,492 for
professional services rendered for the audit of our annual financial statements
for the year 2001 and the review procedures of the financial statements included
in our Forms 10-Q for the year 2001.

Financial Information Systems Design and Implementation Fees.
PricewaterhouseCoopers did not perform any financial information systems design
or implementation services for us during the year 2001.

All Other Fees. PricewaterhouseCoopers billed us $127,050 for all other
professional services rendered for the year 2001, which includes $102,500
related to the sale of our Series A Convertible Redeemable Preferred Stock to
New Mountain Partners L.P. and DB Capital Investors, L.P. and the related tender
offer, $21,450 related to tax advisory services, and $3,100 related to S-8
filings.

The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.

STOCKHOLDER PROPOSALS

All stockholder proposals intended to be presented at the 2003 Annual
Meeting of Stockholders must be received by the Corporation no later than
December 2, 2002 and must otherwise comply with rules of the SEC for inclusion
in the Corporation's proxy statement and form of proxy relating to the meeting.

SEC rules also establish a different deadline for submission of stockholder
proposals that are not intended to be included in the Corporation's proxy
statement with respect to discretionary voting. The discretionary voting
deadline for the Corporation's 2003 Annual Meeting is February 15, 2003. If a
stockholder gives notice of such a proposal after the discretionary voting
deadline, the Corporation's proxy holders will be allowed to use their
discretionary voting authority to vote against the stockholder proposal when and
if the proposal is raised at the Corporation's 2003 Annual Meeting of
Stockholders.

OTHER MATTERS

The Corporation knows of no other matters to be presented for action at the
Annual Meeting other than those mentioned above. However, if any other matters
should properly come before the meeting, it is intended that the persons named
in the accompanying proxy card will vote on such matters in accordance with
their best judgment.