GUIDELINES ADOPTED BY THE BOARD OF DIRECTORS OF THE MERCHANTS EXCHANGE WITH RESPECT TO THE COMPOSITION OF THE BOARD

RESOLVED, seconded and unanimously adopted that, inasmuch as the Bylaws of the Merchants Exchange do not provide for the composition of the Board to reflect the different business relationships of members of the Merchants Exchange, the current composition of the Board for the year 2002 and for succeeding years until changed or altered by any successive Board of Directors shall be as follows:

• Two directors representative of the grain and grain export industry
• Three board members representative of the steamship agents for vessels arriving or departing from the Columbia River and Willamette River waterways
• One director representative of the towboat industry in the Columbia / Willamette River waterways
• One director representative of the interests of Public Port Authorities One director representative of the stevedore industry serving the Columbia / Willamette River waterways
• One director representing interests other than those specifically represented by the foregoing categories
• Three permanent directors representing Clean Rivers Cooperative, Maritime Fire and Safety Association and the Columbia River Pilots