Edgar Filing: VICOR CORP

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT [ ] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
_______________________________________________________________________________

Check the appropriate box:

[ ] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

VICOR CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:
_______________________________________________________________________________

VICOR CORPORATE LOGO

April 29, 2003

Dear Stockholder:

You are cordially invited to attend the 2003 Annual Meeting of
Stockholders (the "Annual Meeting") of Vicor Corporation (the "Corporation").
The Annual Meeting will be held:

DATE: June 26, 2003
TIME: 5:00 P.M. local time
PLACE: Andover Country Club
60 Canterbury Street
Andover, Massachusetts

The attached Notice of Annual Meeting and Proxy Statement cover the formal
business of the Annual Meeting. The Proxy Statement contains a discussion of the
matters to be voted upon at the Annual Meeting. At the Annual Meeting, your
management will report on the operations of the Corporation, and the directors
and officers of the Corporation will be available to respond to appropriate
questions from stockholders.

The Board of Directors encourages you to promptly complete, date, sign and
return your Proxy Card. Return of the Proxy Card indicates your interest in the
Corporation's affairs. If you attend the Annual Meeting and wish to vote your
shares in person, you may revoke your proxy at that time.

Sincerely yours,

LOGO
PATRIZIO VINCIARELLI
Chairman of the Board, President
and Chief Executive Officer

VICOR CORPORATION
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 26, 2003
---------------

NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of Stockholders (the
"Annual Meeting") of Vicor Corporation (the "Corporation") will be held on
Thursday, June 26, 2003 at 5:00 p.m., local time, at the Andover Country Club,
60 Canterbury Street, Andover, Massachusetts, for the following purposes:

1. To fix the number of Directors at seven and to elect seven
Directors to hold office until the 2004 Annual Meeting of Stockholders and
until their respective successors are duly elected and qualified;

2. To consider and act upon any other matters which may be properly
brought before the Annual Meeting and at any adjournments or postponements
thereof.

Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or later
adjournment, the Annual Meeting may be adjourned or to which the Annual Meeting
may be postponed.

The Board of Directors has fixed the close of business on April 30, 2003
as the record date for determining the stockholders entitled to receive notice
of and to vote at the Annual Meeting and any adjournments or postponements
thereof. Only stockholders of record at the close of business on that date will
be entitled to receive notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof.

You are requested to authorize a proxy to vote your shares by completing,
dating and signing the enclosed Proxy Card, which is being solicited by the
Board of Directors, and by mailing it promptly in the enclosed postage-prepaid
envelope. Any proxy may be revoked by a writing delivered to the Corporation
stating that the proxy is revoked or by delivery of a properly executed, later
dated proxy. Stockholders of record who attend the Annual Meeting may vote in
person by notifying the Secretary, even if they have previously delivered a
signed proxy.

By Order of the Board of Directors

MARK A. GLAZER
Secretary

Andover, Massachusetts
April 29, 2003

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE YOUR
SHARES IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY
CARD.

VICOR CORPORATION

25 FRONTAGE ROAD
ANDOVER, MASSACHUSETTS 01810
TELEPHONE (978) 470-2900
------------------------
PROXY STATEMENT
---------------------

FOR THE 2003 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 26, 2003

April 29, 2003

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Vicor Corporation (the "Corporation") from
holders of the outstanding shares of capital stock of the Corporation for use at
the 2003 Annual Meeting of Stockholders (the "Annual Meeting") of the
Corporation to be held on Thursday, June 26, 2003 at 5:00 p.m., local time, at
the Andover Country Club, 60 Canterbury Street, Andover, Massachusetts, and at
any adjournments or postponements thereof. At the Annual Meeting, stockholders
will be asked to consider and vote on the proposals set forth in this Proxy
Statement.

This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are first being sent to stockholders on or about May 16, 2003. The
Board of Directors has fixed the close of business on April 30, 2003 as the
record date for the determination of stockholders entitled to receive notice of
and to vote at the Annual Meeting (the "Record Date"). Only stockholders of
record at the close of business on the Record Date will be entitled to receive
notice of and to vote at the Annual Meeting. As of March 31, 2003, there were
outstanding and entitled to vote 29,879,680 shares of Common Stock and
11,880,100 shares of Class B Common Stock of the Corporation. Each share of
Common Stock entitles the holder thereof to one vote per share and each share of
Class B Common Stock entitles the holder thereof to ten (10) votes per share.
Shares of Common Stock and Class B Common Stock will vote together as a single
class on the proposals set forth in this Proxy Statement.

Stockholders of the Corporation are requested to complete, date, sign and
return the accompanying Proxy Card in the enclosed postage-prepaid envelope.
Shares represented by a properly executed proxy received prior to the vote at
the Annual Meeting and not revoked will be voted at the Annual Meeting as
directed on the proxy. If a properly executed proxy is submitted and no
instructions are given, the proxy will be voted FOR the fixing of the Board of
Directors at seven and the election of the seven nominees for Directors of the
Corporation named in this Proxy Statement. It is not anticipated that any
matters other than those set forth in this Proxy Statement will be presented at
the Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the discretion of the proxy holders.

A stockholder of record may revoke a proxy at any time before it has been
exercised by (1) filing a written revocation with the Secretary of the
Corporation at the address of the Corporation set forth above; (2) filing a duly
executed proxy bearing a later date; or (3) appearing in person, notifying the
Secretary and voting by ballot at the Annual Meeting. Any stockholder of record
as of the Record Date attending the Annual Meeting may vote in person whether or
not a proxy has been previously given, but the presence (without further action)
of a stockholder at the Annual Meeting will not constitute revocation of a
previously given proxy. The presence, in person or by proxy, of holders of a
majority in interest of all stock issued, outstanding and entitled to vote at
the Annual Meeting shall constitute a quorum for the transaction of business at
the Annual Meeting. Shares that reflect abstentions or "broker non-votes" (i.e.,
shares held by brokers or other nominees that are represented at the Annual
Meeting but as to which such brokers or nominees have not received instructions
from the beneficial owners or persons entitled to vote such shares and, with
respect to one or more but not all proposals, such brokers or nominees do not
have discretionary voting power to vote such shares) will be counted for
purposes of determining whether a quorum is present for the transaction of
business at the Annual Meeting.

The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Corporation. In addition to the solicitation of proxies by mail,
the Directors, officers and employees of the Corporation may also solicit
proxies personally or by telephone without special compensation for such
activities. The Corporation will also request persons, firms and corporations
holding shares in their names or in the names of their nominees, which are
beneficially owned by others, to send proxy materials to and obtain proxies from
such beneficial owners. The Corporation will reimburse such holders for their
reasonable expenses in connection therewith.

The Corporation's 2002 Annual Report (the "Annual Report"), including
financial statements for the fiscal year ended December 31, 2002, is being
mailed to stockholders concurrently with this Proxy Statement. The Annual
Report, however, is not part of the proxy solicitation materials.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors of the Corporation has nominated the seven
individuals named below for election as Directors. Each of the nominees is
presently serving as a Director of the Corporation. If elected, the nominees
will serve until the 2004 Annual Meeting of Stockholders and until their
respective successors are duly elected and qualified. Properly executed proxies
will be voted for the nominees named below unless otherwise specified in the
proxy. The Board of Directors anticipates that each of the nominees, if elected,
will serve as a Director. However, if any person nominated by the Board of
Directors fails to stand for election or is unable to accept election, proxies
solicited hereby will be voted either for the election of another person
designated by the Board of Directors or to fix the number of Directors at a
lesser number and elect the nominees able and willing to serve. A plurality of
the votes cast by the holders of Common Stock and Class B Common Stock, voting
together as a single class, for a nominee for Director shall elect such nominee.
Accordingly, abstentions, broker non-votes and votes withheld from any nominee
will have no effect on this proposal. Holders of voting rights sufficient to
elect each of the nominees named below have indicated an intention to vote in
favor of such nominees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL OF THE
NOMINEES.

INFORMATION REGARDING NOMINEES

The following sets forth certain information as of March 31, 2003 with
respect to the seven nominees for election to the Board of Directors.
Information regarding the beneficial ownership of shares of the capital stock of
the Corporation by such persons is set forth in the section of this Proxy
Statement entitled "Principal and Management Stockholders." There is no family
relationship among any of the Directors or executive officers of the
Corporation.

DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
---- --- ----- ----------------------------------------

Patrizio Vinciarelli . 56 1981 Chairman of the Board, President and Chief
Executive Officer of the Corporation.

Estia J. Eichten ..... 56 1981 Senior Scientist with the Fermi National
Accelerator Laboratory in Batavia, Illinois;
President of VLT Corporation, a wholly-owned
subsidiary of the Corporation, from 1987 to
July 2000. Mr. Eichten is currently a
Director of VLT, Inc., a wholly-owned
subsidiary of the Corporation.

Jay M. Prager ........ 56 1993 Senior Vice President, Technology of the
Corporation.

Barry Kelleher. ...... 54 1999 Senior Vice President, Global Operations of
the Corporation.

INFORMATION REGARDING NOMINEES (CONTINUED)

DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
---- --- ----- ----------------------------------------

David T. Riddiford ... 67 1984 General Partner of the general partner of PR
Venture Partners, Limited Partnership, a
venture capital affiliate of Pell, Rudman &
Co., Inc., an investment advisory firm, since
1987. Mr. Riddiford is currently a Director
of Datawatch Corporation, a provider of
enterprise reporting and business
intelligence solutions and support center
software.

M. Michael Ansour .... 49 1993 Managing Member of March Partners LLC, an
investment company in New York City, since
1992.

Samuel Anderson. ..... 46 2001 Founder, Chairman, Chief Executive Officer
and President of GreatWall Semiconductor
since its inception in 2002. Vice President
of Corporate Business Development of ON
Semiconductor Corporation from 1999 to 2001.
Director of Operations of Motorola, Inc.'s
Components Mixed Signal Operations and
various positions in Motorola's Semiconductor
Products Sector from 1984 to 1999.

The Corporation's Board of Directors held four meetings during the fiscal
year ended December 31, 2002. Each of the Directors attended more than 75% of
the total number of meetings of the Board of Directors and meetings of the
committees of the Board of Directors on which he served during 2002. The Board
of Directors has established an Audit Committee and an Executive Compensation
Committee. The Board of Directors does not have a standing nominating committee.
The full Board of Directors performs the function of such a committee.

Audit Committee - The Board of Directors has established an Audit
Committee that complies with the listing standards of the National Association
of Securities Dealers ("NASD"). The Audit Committee is composed of Messrs.
Anderson, Ansour and Riddiford. Information regarding the functions performed by
the Audit Committee and the number of meetings held during the fiscal year is
set forth in the section of this Proxy Statement entitled "Report of the Audit
Committee." The Audit Committee is governed by a written charter approved by the
Board of Directors, a copy of which was filed with the Securities and Exchange
Commission (the "SEC") on April 27, 2001 as Appendix A to the Corporation's
Proxy Statement for the 2001 Annual Meeting of Stockholders. The Board of
Directors has determined that the members of the Audit Committee are
"independent" under the rules of the NASD listing standards.

Executive Compensation Committee - The Executive Compensation Committee is
composed of Messrs. Eichten, Riddiford and Ansour. The Executive Compensation
Committee is responsible for establishing salaries, bonuses and other
compensation for the officers of the Corporation and administering the
Corporation's stock option and bonus plans pursuant to authority delegated to it
by the Board of Directors. The Executive Compensation Committee did not hold any
formal meetings during 2002; however, they did act by written consent in lieu of
meetings, including for the purpose of approving all stock option awards during
2002.

DIRECTORS' COMPENSATION

Directors of the Corporation do not currently receive cash compensation
for their service on the Board of Directors. In 2002, each employee Director,
other than any Director who held in excess of 10% of the total number of shares
of the capital stock of the Corporation (i.e., Mr. Vinciarelli), and each
non-employee Director received a discretionary grant of non-qualified stock
options upon election as a Director on June 27, 2002 under the Corporation's
Amended and Restated 2000 Stock Option and Incentive Plan (the "2000 Plan").
Each non-employee Director and each employee Director, other than Mr.
Vinciarelli, received non-qualified stock options to purchase up to 13,096 and
6,548 shares, respectively, of Common Stock. Forty percent (40%) of these
options became exercisable seven months after the date of grant (i.e., January
27, 2003), with the remainder becoming exercisable in three equal annual
installments of 20% beginning January 27, 2004. All such options are exercisable
at a price per share equal to $7.15, the last reported sale price per share of
Common Stock on the date of grant.

EXECUTIVE OFFICERS

Executive officers hold office until the first meeting of the Board of
Directors following the next annual meeting of stockholders and until their
successors are elected and qualified or until their earlier death, resignation
or removal. The following persons are the executive officers of the Corporation.

Patrizio Vinciarelli, 56, Chairman of the Board, President and Chief
Executive Officer. Dr. Vinciarelli founded the Corporation in 1981 and has
served as Chairman, President and Chief Executive Officer since that time.

Jay M. Prager, 56, Senior Vice President, Technology since 1991. Mr.
Prager held the position of Vice President, Systems Engineering from 1987 to
1991. Prior to joining the Corporation in 1987, Mr. Prager was Director, New
Product Development, at the Modicon Division of Gould, Inc., a manufacturer of
industrial control equipment, where he spent a total of nine years in various
engineering and engineering management roles.

Barry Kelleher, 54, Senior Vice President, Global Operations since March
1999. Mr. Kelleher held the position of Senior Vice President, International
Operations from 1993 to 1999. Prior to joining the Corporation in 1993, Mr.
Kelleher was employed at Computer Products Inc., a manufacturer of power
conversion products, since 1981, where he held the position of Corporate Vice
President and President of the Power Conversion Group.

David W. Nesbitt, 57, Senior Vice President, North and South American
Sales since 1995. Mr. Nesbitt held the position of Vice President, Sales from
1989 to 1992 and Vice President, North American Sales from 1992 to 1995. Prior
to joining the Corporation in 1989, Mr. Nesbitt was employed at Siliconix, Inc.,
a manufacturer of integrated circuits, from 1981 to 1989, where he held the
position of Central Area Manager from 1981 to 1986, at which time he was
promoted to Director, North American Sales.

Mark A. Glazer, 50, Chief Financial Officer, Treasurer and Secretary since
1997. From April 1998 to March 1999, Mr. Glazer was Acting Vice President,
Operations. Mr. Glazer held the position of Vice President, Finance from 1993 to
1997 and Controller of the Corporation from 1988 to 1993. From 1983 to 1988, Mr.
Glazer was employed by Analog and Digital Systems, Inc., a manufacturer of home
and automotive stereo equipment, where he was Controller from 1983 to 1986 and
Treasurer from 1986 to 1987, after which time he was promoted to Vice President,
Finance.

Thomas A. St. Germain, 65, Vice President, Financial Services since 1998.
From 1993 to 1998, Mr. St. Germain was employed at Summa Four, Inc., a
manufacturer of specialized digital switches, where he held the position of
Senior Vice President, Chief Financial Officer and Treasurer.

H. Allen Henderson, 55, Vice President, Vicor Corporation since 1999;
President, Westcor Division since March 1999; and President and Chief Executive
Officer, VLT, Inc. since July 2000. Mr. Henderson held the position of General
Manager of the Westcor Division from 1987 to 1999 and Sales Manager from 1985 to
1987. Prior to joining the Corporation in 1985, Mr. Henderson was employed at
Boschert, Inc., a manufacturer of power supplies, since 1984, where he held the
position of Director of Marketing.

Douglas W. Richardson, 55, Vice President, Chief Information Officer since
November 2000. From 1996 to 2000, Mr. Richardson held the position of Director,
Application Development and Manager, Computer Integrated Manufacturing of the
Corporation from 1994 to 1996. Prior to joining the Corporation in 1994, Mr.
Richardson was a Program Manager and Director of Quality Management from 1982 to
1994 for ITP Systems, a subsidiary of PricewaterhouseCoopers, specializing in
manufacturing automation systems.

Richard E. Zengilowski, 48, Vice President, Human Resources since August
2001. Prior to joining the Corporation in 2001, Mr. Zengilowski was employed by
Simplex Time Recorder Co., a manufacturer and distributor of life safety
equipment and automated time and attendance products, from 1992 to 2001, where
he held the position of Assistant General Counsel from 1992 to 1998 and Director
of Legal Affairs, Human Resources from 1998 to 2001.

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

The following table sets forth the beneficial ownership of the
Corporation's Common Stock and Class B Common Stock held by (1) each person or
entity that is known to the Corporation to be the beneficial owner of more than
five percent of the outstanding shares of either class of the Corporation's
common stock, (2) each Director of the Corporation, (3) each of the executive
officers of the Corporation named in the Summary Compensation Table, and (4) all
Directors and executive officers as a group, based on representations of the
Directors and executive officers of the Corporation as of February 1, 2003, a
review of filings on Schedules 13D, 13F and 13G under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and holdings reported by the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
as of December 31, 2002. Except as otherwise specified, the named beneficial
owner has sole voting and investment power over the shares. The information in
the table reflects shares outstanding of each class of common stock on February
1, 2003, and does not, except as otherwise indicated below, take into account
conversions after such date of shares of Class B Common Stock into Common Stock.
Subsequent conversions of Class B Common Stock into Common Stock will increase
the voting control of persons who retain shares of Class B Common Stock. The
percentages have been determined as of February 1, 2003 in accordance with Rule
13d-3 under the Exchange Act, and are based on a total of 42,200,680 shares of
common stock that were outstanding on such date, of which 30,320,580 were shares
of Common Stock entitled to one vote per share and 11,880,100 were shares of
Class B Common Stock entitled to ten (10) votes per share. Each share of Class B
Common Stock is convertible into one share of Common Stock at any time upon the
election of the holder thereof.

TOTAL PERCENT OF
NUMBER OF PERCENT OF CLASS B
SHARES COMMON STOCK COMMON STOCK PERCENT
BENEFICIALLY BENEFICIALLY BENEFICIALLY OF VOTING
NAME AND ADDRESS OF BENEFICIAL OWNER (1) OWNED (2) (3) OWNED OWNED POWER
---------------------------------------- ------------- ----- ----- -----

Patrizio Vinciarelli ...................... 20,983,572 32.8% 92.8% 80.5%
Estia J. Eichten .......................... 1,271,965(4) 1.9% 5.8% 5.0%
David T. Riddiford ........................ 119,751(5) * * *
David W. Nesbitt .......................... 67,669 * * *
M. Michael Ansour ......................... 41,051 * * *
Jay M. Prager ............................. 40,146 * * *
Barry Kelleher ............................ 35,194 * * *
H. Allen Henderson ........................ 25,230 * * *
Samuel Anderson ........................... 14,980 * * *
All Directors and executive officers
as a group (13 persons) ................. 22,657,067 35.6% 98.8% 85.8%
David R. Wilmerding, III (6)
1119 St. Paul Street,
Baltimore, MD 21202 ..................... 1,625,489 5.4% * 1.1%

------------
* Less than 1%

(1) The address of Mr. Eichten is: c/o Fermi National Accelerator Laboratory,
Kirk Road and Pine Street, Batavia, IL 60510. The address of each other
person named in the table, but not specified therein, is: c/o Vicor
Corporation, 25 Frontage Road, Andover, MA 01810.

(2) Includes shares issuable upon the exercise of options to purchase Common
Stock that are exercisable or will become exercisable on or before April
2, 2003 in the following amounts: Mr. Vinciarelli, 29,370 shares of Common
Stock; Mr. Eichten, 24,051 shares of Common Stock; Mr. Riddiford, 22,051
shares of Common Stock; Mr. Nesbitt, 67,669 shares of Common Stock; Mr.
Ansour, 22,051 shares of Common Stock; Mr. Prager, 39,850 shares of Common
Stock; Mr. Kelleher, 34,644 shares of Common Stock; Mr. Henderson, 25,230
shares of Common Stock; Mr. Anderson, 14,980 shares of Common Stock; and
all Directors and executive officers as a group, 339,105 shares of Common
Stock.

(3) The calculation of the total number of Common Stock shares beneficially
owned includes the following: for Mr. Vinciarelli, 11,023,648 shares of
Class B Common Stock; for Mr. Eichten, 690,700 shares of Class B Common
Stock; for Mr. Ansour, 18,000 shares of Class B Common Stock; and for all
Directors and executive officers as a group, 11,732,348 shares of Class B
Common Stock.

(4) Includes 8,750 shares of Common Stock beneficially owned by Mr. Eichten's
spouse as to which Mr. Eichten disclaims beneficial ownership. In
addition, Mr. Eichten is a trustee of the Belle S. Feinberg Memorial
Trust, which holds 70,700 shares of Common Stock as to which Mr. Eichten
disclaims beneficial ownership.

(5) Includes 4,500 shares of Common Stock beneficially owned by Mr.
Riddiford's spouse as to which Mr. Riddiford disclaims beneficial
ownership.

(6) Information reported is based upon a Schedule 13G/A filed on February 12,
2003. This Schedule 13G/A indicates that the reporting person (i) has sole
dispositive and sole voting power with respect to 138,500 of the shares,
and (ii) shares dispositive and voting power with respect to 1,486,989 of
the shares.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth, for each of the Corporation's last three
fiscal years, the annual compensation paid by the Corporation to the Chief
Executive Officer and the other four most highly compensated executive officers
who, on the basis of annual salary and bonus, earned more than $100,000 during
2002.

ANNUAL COMPENSATION
-------------------
LONG TERM
COMPENSATION
AWARDS
SHARES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS (#)
--------------------------- ---- ------ ----- --------------- -----------

Patrizio Vinciarelli ................ 2002 $ 239,346 $ -- $ 10,278 --
President and Chief 2001 238,193 -- 9,933 7,182
Executive Officer 2000 228,846 -- 9,784 8,030

Jay M. Prager ....................... 2002 202,223 -- 9,237 7,836
Sr. Vice President, 2001 201,300 -- 10,056 10,506
Technology 2000 194,231 -- 9,490 7,362

David W. Nesbitt .................... 2002 184,330 669 9,915 1,170
Sr. Vice President, 2001 182,738 40,257 8,597 6,594
North and South American Sales 2000 175,154 58,666 9,080 3,923

Barry Kelleher ...................... 2002 195,385 -- 10,749 7,544
Sr. Vice President, 2001 194,685 18,614 10,515 10,053
Global Operations 2000 186,077 44,114 9,093 4,955

H. Allen Henderson .................. 2002 176,000 -- 20,021 1,095
Vice President, Vicor Corporation 2001 158,231 -- 21,424 12,124
President, Westcor Division 2000 164,523 -- 8,769 6,302
President, VLT, Inc.

(1) This column sets forth the cost of providing certain perquisites and
benefits to the named executive officers. The amounts shown relate
primarily to automobile allowances, which were as follows: for Mr.
Vinciarelli, $9,874 in 2002, $9,668 in 2001 and $8,043 in 2000; Mr.
Prager, $8,987 in 2002, $9,931 in 2001 and $9,240 in 2000; Mr. Nesbitt,
$8,070 in 2002, $7,310 in 2001 and $8,043 in 2000; Mr. Kelleher, $8,381 in
2002, $8,340 in 2001 and $8,180 in 2000; and Mr. Henderson, $7,200 in
2002, $7,200 in 2001 and $7,200 in 2000. The remaining amounts shown in
this column for each executive officer represents premiums and
reimbursements for supplemental medical insurance costs.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth each grant of stock options during the fiscal
year ended December 31, 2002 to the Chief Executive Officer and each other
executive officer named in the Summary Compensation Table. All stock options
granted in 2002 were options to purchase shares of the Corporation's Common
Stock. No stock appreciation rights ("SARs") have been granted by the
Corporation. The table also shows the value of the options at the end of the
option terms assuming the price of the Corporation's Common Stock appreciates
annually by 5% and 10%, respectively. The options will only have value if they
are exercised, and that value will depend entirely on the market price of the
Common Stock on the exercise date. Potential realizable values are based on
assumed compound annual appreciation rates specified by the SEC and are not
intended to forecast possible future appreciation, if any, of the price of the
Common Stock. There can be no assurance that the price of the Common Stock will
appreciate at the rates shown in the table. A total of 1,053,377 options to
purchase Common Stock were granted to the Corporation's employees during fiscal
year ended December 31, 2002.

INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SHARES PERCENT OF ANNUAL RATES OF STOCK
UNDERLYING TOTAL OPTIONS PRICE APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5% 10%
---- --- ----------- ------ ---- -- ---

Patrizio Vinciarelli ... 0 0.00% $ 0 -- $ 0 $ 0

Jay M. Prager .......... 6,548(1) 0.65 7.15 7/27/2008 16,175 36,775
1,288(2) 0.13 6.18 8/23/2008 2,751 6,256

David W. Nesbitt ....... 1,170(2) 0.12 6.18 8/23/2008 2,499 5,683

Barry Kelleher ......... 6,548(1) 0.65 7.15 7/27/2008 16,175 36,775
996(2) 0.10 6.18 8/23/2008 2,128 4,838

H. Allen Henderson ..... 1,095(2) 0.11 6.18 8/23/2008 2,339 5,319

-----------

(1) These options were granted on June 27, 2002. Forty percent (40%) became
exercisable on January 27, 2003 and the remainder will become exercisable
in three equal annual installments of 20% beginning January 27, 2004.

(2) These options were granted on July 23, 2002. Forty percent (40%) become
exercisable on February 23, 2003 and the remainder will become exercisable
in three equal annual installments of 20% beginning February 23, 2004.

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

The following table sets forth the shares acquired and the value realized
upon exercise of options to purchase Common Stock during the fiscal year ended
December 31, 2002 by the Chief Executive Officer and each other executive
officer named in the Summary Compensation Table and certain information
concerning the number and value of unexercised options.

NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL YEAR-END (#) OPTIONS AT FISCAL YEAR-END ($) (1)
ACQUIRED ON VALUE ------------------------------ ----------------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------

Patrizio Vinciarelli . -- $ -- 28,694 10,594 $ -- $ --
Jay M. Prager ........ -- -- 35,282 23,073 -- 9,869
David W. Nesbitt ..... 5,710 18,637 66,907 9,937 163,810 2,422
Barry Kelleher ...... -- -- 30,452 22,277 -- 9,265
H. Allen Henderson ... -- -- 24,270 12,349 -- 2,267

----------

(1) Equal to the aggregate market value of shares covered by in-the-money
options on December 31, 2002 (based on the last reported sale price of the
Corporation's Common Stock on NASDAQ on December 31, 2002 of $8.25 per
share), less the aggregate option exercise price. Options are in-the-money
if the market value of the shares covered thereby is greater than the
option exercise price.

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The Executive Compensation Committee of the Board of Directors of the
Corporation (the "Compensation Committee") consists of David T. Riddiford, Estia
J. Eichten, and M. Michael Ansour, none of whom are employees of the
Corporation. The Compensation Committee establishes the terms of and grants
awards under the Corporation's 1993 Stock Option Plan (the "1993 Plan"), the
1998 Stock Option and Incentive Plan (the "1998" Plan), the 2000 Plan and other
benefit plans. The Compensation Committee also approves compensation policies
for executive officers.

Compensation Policies for Executive Officers

The Corporation's compensation program for executive officers currently
consists primarily of a base salary and awards of stock options. In addition to
base salary, the Corporation provides certain benefits to executive officers,
such as automobile allowances and enhanced health insurance coverage, that are
not available to employees generally. Salary levels for executive officers are
proposed by management and approved by the Compensation Committee. There were no
base salary increases in 2002 for any executive officer due to the continued
slowdown in the Corporation's business.

The primary element of the Corporation's incentive compensation program
has been the granting of options to purchase shares of the Corporation's Common
Stock under the Corporation's 1993 Plan, 1998 Plan and 2000 Plan. Substantially
all of the Corporation's employees, including its executive officers,
participate in the 1993 Plan, the 1998 Plan and the 2000 Plan. The 1993 Plan,
the 1998 Plan and the 2000 Plan are designed to give each participating employee
an ownership interest in the Corporation and to align the interests of the
employees with those of the Corporation's stockholders.

Stock options are granted to employees and executive officers based upon
guidelines established by the Board of Directors and the Compensation Committee.
From time to time, the Corporation grants continuation option awards
("Continuation Awards") to employees and executive officers. The number of
continuation option awards granted to executive officers is based on a formula
that calculates the quotient obtained by dividing (A) the product of two times
the executive officer's merit salary increase (based on the executive officer's
performance review) by (B) the market value per share of the Corporation's
Common Stock on the date of grant. The number of options to be granted is
approved by the Compensation Committee and is not based on any corporate or
business unit performance measures. All Continuation Awards are made with a
five-year vesting schedule. Because there were no base salary increases in 2002,
there were no continuation option awards granted in 2002 to employees or
executives of the Corporation.

In addition to Continuation Awards, the Corporation began a Quarterly
Profit Option Plan (the "QPOP") in 2000. Options under the QPOP are granted to
all eligible employees and officers. Under the QPOP, the aggregate number of
options available for grant each quarter with respect to each of the
Corporation's business units is based on a formula, which calculates the
quotient obtained by dividing (A) the sum of (1) 50% of the applicable business
unit's net income for the applicable quarter plus (2) two times the increase in
net income (if any) between the applicable quarter and the corresponding quarter
of the prior year, by (B) the market value per share of the Corporation's Common
Stock on the date of grant. Option grants under the QPOP are based upon an
employee's salary and length of service. For eligible employees and officers,
their portion of the QPOP option award is determined by calculating their
pro-rata share of the employee salary pool. The employee salary pool is the sum
of each employee's base salary multiplied by a percentage which is based on such
employee's length of service with the Corporation. For eligible employees and
officers having less than five years of service, a rate of 40% of base salary is
used. The rate increases to 50% at five years of service and then increases an
additional 2% for each year of service up to a maximum of 70% at 15 years of
service. Forty percent (40%) of the options become exercisable seven months
after the date of grant, with the remainder vesting in three equal annual
installments of 20% thereafter.

Each quarter, 15% of the options available under the QPOP are reserved for
Outstanding Contributor awards for eligible employees and officers. These awards
are intended to recognize and reward employees or teams of employees for
contributions beyond expected job performance. Nominations are submitted by
department managers and supervisors, which are reviewed and approved by a review
committee designated by the Corporation's officers. These options become
exercisable in five equal annual installments. All options granted under the
QPOP, including the Outstanding Contributor awards, are approved by the
Compensation Committee.

Finally, to the extent applicable to the Corporation, the Compensation
Committee intends to review and to take any necessary and appropriate steps to
ensure that the Corporation complies with certain income tax regulations, which,
if not satisfied, would limit the deductibility of executive compensation above
specified amounts.

Compensation of Chief Executive Officer

The Compensation Committee approves the annual salary for Mr. Vinciarelli,
the Corporation's Chief Executive Officer. The Compensation Committee does not
have specific criteria, either in terms of individual or corporate performance,
in evaluating the base salary of the Chief Executive Officer. In light of the
relatively low cash compensation paid to the Chief Executive Officer, the
Compensation Committee has not attempted to relate compensation of the Chief
Executive Officer to the performance of the Corporation. Based on salary data
from surveys and other sources, the Compensation Committee believes that the
Chief Executive Officer's salary is at the lower end of the range of salaries
for CEOs of comparable companies.

In 2001, the Compensation Committee determined to begin including Mr.
Vinciarelli in the granting of stock options described above as "QPOP" options,
however, Mr. Vinciarelli did not receive any QPOP awards in 2002. As in prior
years, the Corporation continued to exclude Mr. Vinciarelli from the granting of
Continuation Awards, if any, because of Mr. Vinciarelli's significant stock
holdings in the Corporation and the practice of basing such awards on
performance reviews that were typically prepared by Mr. Vinciarelli.

Submitted by the Executive Compensation Committee:
M. Michael Ansour
Estia J. Eichten
David T. Riddiford

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Eichten, Riddiford, and Ansour serve on the Compensation
Committee. Messrs. Eichten, Riddiford and Ansour do not serve as officers of the
Corporation. The Corporation is not aware of any compensation committee
interlocks.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee oversees the Corporation's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments and the
clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Corporation's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards. In
addition, the Audit Committee has discussed with the independent auditors the
auditors' independence from management and the Corporation, including the
matters in the written disclosures required by the Independence Standards Board,
and considered the compatibility of nonaudit services with the auditors'
independence.

The Audit Committee discussed with the independent auditors the overall
scope and plans for their audit. The Audit Committee meets with the independent
auditors, with and without management present, to discuss the results of their
examination, their evaluation of the Corporation's internal controls, and the
overall quality of the Corporation's financial reporting. The Audit Committee
held four meetings during fiscal 2002.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board approved) that
the audited financial statements be included in the Corporation's Annual Report
on Form 10-K for the year ended December 31, 2002 for filing with the SEC.

Submitted by the Audit Committee:
Samuel Anderson
M. Michael Ansour
David T. Riddiford

APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has reappointed Ernst & Young LLP as independent
auditors to audit the financial statements of the Corporation for the current
fiscal year. During the year ended December 31, 2002, the Corporation paid the
following fees to Ernst & Young LLP:

Audit Fees $250,000
Financial Information Systems
Design and Implementation Fees $ --
Audit Related Fees (1) $ 78,000
All Other Fees (2) $143,000

(1) Includes fees for accounting and SEC consultations, audits of employee
benefit plans and for statutory audits of foreign subsidiaries.

(2) Includes fees for domestic and international tax services.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Vinciarelli, the President and Chief Executive Officer of the
Corporation, had previously borrowed funds from the Corporation pursuant to a
series of unsecured term notes. The notes had terms of eight years and matured
at various dates through March 2009. Each note bore interest at the greater of
the prime borrowing rate less 1%, or the applicable federal rate under the
Internal Revenue Code of 1986, as amended. The largest aggregate amount of all
indebtedness outstanding at any time during 2002 was $2,312,581, including
accrued interest. The notes were repaid in full in December 2002.

STOCKHOLDER RETURN PERFORMANCE GRAPH

The graph set forth below presents the cumulative, five-year stockholder
return for each of the Corporation's Common Stock, the Standard & Poor's 500
Index ("S & P 500 Index") and an index of peer group companies selected by the
Corporation (the "Peer Group"). The Peer Group consists of the following ten
(10) publicly-traded companies in the specialty electronic component industry:
Analog Devices Incorporated; Intel Corporation; Linear Technology Corporation;
LSI Logic Corporation; Xilinx Incorporated; Maxim Integrated Products, Inc.
("Maxim"); Semtech Corporation; Intersil Corporation; Altera Corporation and RF
Micro Devices, Inc. One company historically selected by the Corporation for
inclusion in the Peer Group (i.e. Dallas Semiconductor) was acquired in 2002.
The Corporation replaced Dallas Semiconductor Corporation ("DSC") in its Peer
Group with Maxim, the company that acquired DSC in 2002. In addition, the
Corporation removed two companies from inclusion in the Peer Group, Cypress
Semiconductor Corporation and Integrated Device Technology Incorporated, as
management of the Corporation believes that their product and market focus is no
longer consistent with that of the Corporation. The Corporation added four new
companies for inclusion in the Peer Group: Semtech Corporation, Intersil
Corporation, Altera Corporation and RF Micro Devices, Inc. whose product and
market focus is more in line with that of the Corporation. In accordance with
the rules of the Securities and Exchange Commission, the graph also includes the
data for the peer group companies used in the Corporation's proxy statement for
its 2002 Annual Meeting of Stockholders ("Prior Peer Group").

The graph assumes an investment of $100 on December 31, 1997 in each of
the Corporation's Common Stock, the S & P 500 Index, the Prior Peer Group and
the Current Peer Group, and assumes reinvestment of all dividends. The peer
group indices used in the graph are market capitalization-weighted. The
historical information set forth below is not necessarily indicative of future
performance.

COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG VICOR CORPORATION, S&P 500 INDEX
AND INDICES OF PRIOR AND CURRENT PEER GROUP COMPANIES

PRIOR CURRENT
MEASUREMENT PERIOD VICOR S&P PEER GROUP PEER GROUP
(FISCAL YEAR COVERED) CORPORATION 500 INDEX COMPANIES COMPANIES
--------------------- ----------- --------- --------- ---------

Measurement Pt-12/31/97 $ 100.00 $ 100.00 $ 100.00 $ 100.00
FYE 12/31/98 $ 33.18 $ 128.58 $ 165.14 $ 164.61
FYE 12/31/99 $ 149.31 $ 155.64 $ 246.79 $ 252.39
FYE 12/31/00 $ 111.98 $ 141.47 $ 191.18 $ 198.79
FYE 12/31/01 $ 59.72 $ 124.66 $ 193.06 $ 200.47
FYE 12/31/02 $ 30.42 $ 97.11 $ 97.68 $ 102.51

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Corporation's executive
officers and Directors, and persons who own more than 10% of a registered class
of the Corporation's equity securities (collectively, "Insiders"), to file
reports of ownership and changes in ownership with the SEC and NASDAQ. Insiders
are required by SEC regulation to furnish the Corporation with copies of all
Section 16(a) forms they file. To the Corporation's knowledge, based solely on a
review of copies of such reports and written representations that no other
reports were required during the fiscal year ended December 31, 2002, all
transactions in the Corporation's securities that were engaged in by Insiders,
and therefore required to be disclosed pursuant to Section 16(a) of the Exchange
Act, were timely reported, except one transaction that Mr. David T. Riddiford
failed to timely report.

INDEPENDENT AUDITORS

The Corporation has selected Ernst & Young LLP as the independent auditors
for the Corporation for the fiscal year ending December 31, 2003. A
representative of Ernst & Young LLP is expected to be present at the Annual
Meeting and will be given the opportunity to make a statement. The
representative is expected to be available to respond to appropriate questions.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 2004 Annual Meeting
of Stockholders must be received by the Corporation on or before January 1 ,
2004 in order to be considered for inclusion in the Corporation's proxy
statement. These proposals must also comply with the rules of the SEC governing
the form and content of proposals in order to be included in the Corporation's
proxy statement and form of proxy and should be directed to: Vicor Corporation,
25 Frontage Road, Andover, Massachusetts 01810, Attention: Secretary. It is
suggested that any stockholder proposal be transmitted by certified mail, return
receipt requested.

Proxies solicited by the Board of Directors will confer discretionary
voting authority with respect to stockholder proposals, other than proposals to
be considered for inclusion in the Corporation's proxy statement described
above, that the Corporation receives at the above address after April 1, 2004.
These proxies will also confer discretionary voting authority with respect to
stockholder proposals, other than proposals to be considered for inclusion in
the Corporation's proxy statement described above, that the Corporation receives
on or before April 1, 2004, subject to SEC rules governing the exercise of this
authority.

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
--------------------------------------------------------------------------------
VICOR CORPORATION
--------------------------------------------------------------------------------

COMMON STOCK

1. Proposal to elect the following Directors:

Nominees: (01) M. Michael Ansour (04) Jay M. Prager (07) Samuel Anderson
(02) Estia J. Eichten (05) David T. Riddiford
(03) Barry Kelleher (06) Patrizio Vinciarelli

[ ]
---------------------------------------
For all nominees except as noted above

Mark box at right if an address change or comment has [ ]
been noted on the reverse side of this card

Please be sure to sign and date this Proxy.

Signature: Date:
---------------------------------------------- ------------------
Signature: Date:
---------------------------------------------- ------------------

Detach Card Detach Card

VICOR CORPORATION

Dear Stockholder,

Please take note of the important information enclosed with this Proxy Card,
which includes issues related to the management and operation of your
Corporation that require your immediate attention. These are discussed in detail
in the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on this Proxy Card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.

Your vote must be received prior to the 2003 Annual Meeting of Stockholders on
June 26, 2003.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Vicor Corporation

COMMON VICOR CORPORATION COMMON

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - JUNE 26, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.

The undersigned hereby constitutes and appoints Patrizio Vinciarelli and Mark A.
Glazer, and each of them, as Proxies of the undersigned, with full power to
appoint his substitute, and authorizes each of them to represent and to vote all
shares of Common Stock of Vicor Corporation (the "Corporation") held by the
undersigned at the close of business on April 30, 2003, at the Annual Meeting of
Stockholders to be held at the Andover Country Club, 60 Canterbury Street,
Andover, Massachusetts, on Thursday, June 26, 2003 at 5:00 p.m., local time, and
at any adjournments or postponements thereof.

When properly executed, this proxy will be voted in the manner directed herein
by the undersigned stockholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL THE NOMINEES FOR DIRECTOR AND, IN THE DISCRETION
OF THE PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING. A stockholder wishing to vote in accordance with the Board of
Directors' recommendation need only sign and date this proxy and return it in
the envelope provided.

The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Annual Meeting of Stockholders, the Proxy Statement with respect thereto and
the Corporation's 2002 Annual Report to Stockholders and hereby revokes any
proxy or proxies heretofore given. This proxy may be revoked at any time before
it is exercised.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.

Please sign exactly as your name(s) appear(s) on the books of the Corporation.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

CLASS B COMMON STOCK

1. Proposal to elect the following Directors:

Nominees: (01) M. Michael Ansour (04) Jay M. Prager (07) Samuel Anderson
(02) Estia J. Eichten (05) David T. Riddiford
(03) Barry Kelleher (06) Patrizio Vinciarelli

[ ] --------------------------------------
For all nominees except as noted above

Mark box at right if an address change or comment has [ ]
been noted on the reverse side of this card

Please be sure to sign and date this Proxy.

Signature: Date:
---------------------------------------------- ------------------
Signature: Date:
---------------------------------------------- ------------------

Detach Card Detach Card

VICOR CORPORATION

Dear Stockholder,

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on this Proxy Card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.

Your vote must be received prior to the 2003 Annual Meeting of Stockholders on
June 26, 2003.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Vicor Corporation

CLASS B COMMON VICOR CORPORATION CLASS B COMMON

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - JUNE 26, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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