DEF 14A: Definitive proxy statements

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

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AMERICA FIRST MORTGAGE INVESTMENTS, INC.
(Name of Registrant as Specified in its Charter)

----------

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:
(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:


[AMERICA FIRST MORTGAGE INVESTMENTS, INC. LOGO]

399 Park Avenue
36th Floor
New York, New York 10022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2002

To the Stockholders of America First Mortgage Investments, Inc.:

The 2002 Annual Meeting of Stockholders of America First Mortgage
Investments, Inc. (the "Company") will be held at the Four Seasons Hotel, 57
East 57th Street, New York, New York, on Thursday, May 23, 2002, at 10:00 a.m.,
New York City time, for the following purposes:

(1) To elect two Class I Directors to serve on the Company's Board of
Directors for a term of three years;

(2) To ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending December 31,
2002; and

(3) To transact such other business as may properly come before the 2002
Annual Meeting or any postponements or adjournments thereof.

The close of business on April 1, 2002 has been fixed by the Company's
Board of Directors as the record date for the determination of the stockholders
entitled to notice of, and to vote at, the 2002 Annual Meeting or any
postponements or adjournments thereof.

We hope all stockholders who can do so will attend the 2002 Annual Meeting
in person. Whether or not you plan to attend, we urge you to complete, date and
sign the enclosed proxy card and return it promptly in the enclosed
postage-prepaid envelope provided for that purpose. By returning your proxy
promptly, you can help the Company avoid the expense of follow-up mailings to
ensure the presence of a quorum at the 2002 Annual Meeting. If you attend the
2002 Annual Meeting, you may revoke your proxy and vote your shares in person.

THE ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
PROPOSED ITEMS.

By Order of the Board of Directors

/s/ Ronald A. Freydberg

Ronald A. Freydberg
Secretary

New York, New York
April 17, 2002

[AMERICA FIRST MORTGAGE INVESTMENTS, INC. LOGO]

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2002

This Proxy Statement is being furnished in connection with the solicitation
of proxies by, and on behalf of, the Board of Directors of America First
Mortgage Investments, Inc., a Maryland corporation (the "Company"), for use at
its 2002 Annual Meeting of Stockholders to be held on May 23, 2002 (the "Annual
Meeting") at the Four Seasons Hotel, 57 East 57th Street, New York, New York, at
10:00 a.m., New York City time, or at any postponements or adjournments thereof.

Stockholders are requested to complete, date and sign the enclosed proxy
card (the "Proxy") and return it in the postage-prepaid envelope provided.

Valid Proxies will be voted as specified thereon at the Annual Meeting. Any
stockholder giving a Proxy in the accompanying form retains the power to revoke
such Proxy at any time prior to its exercise by delivering to the Company a
written notice of revocation or a duly executed Proxy bearing a later date or
upon request if the stockholder attends the Annual Meeting and chooses to vote
in person. Any notice of revocation sent to the Company must include the
stockholder's name and must be received prior to the Annual Meeting to be
effective. If a Proxy is properly signed, returned without specifying any
instructions and not revoked prior to the Annual Meeting, the shares represented
by such Proxy will be voted FOR the election of the nominees to serve as Class I
Directors until the 2005 Annual Meeting of Stockholders and FOR the ratification
of the appointment of PricewaterhouseCoopers LLP as the Company's independent
auditors for 2002.

This Proxy Statement, the Notice of Annual Meeting of Stockholders and the
Proxy are first being sent to stockholders on or about April 17, 2002.

ANNUAL REPORT

This Proxy Statement is accompanied by the Annual Report to Stockholders of
the Company for the year ended December 31, 2001, including financial statements
audited by PricewaterhouseCoopers LLP, the Company's independent auditors, and
their report thereon, dated March 12, 2002.

VOTING SECURITIES AND RECORD DATE

Holders of shares of common stock, par value $0.01 per share (the "Common
Stock"), of the Company will be entitled to one vote for each share of Common
Stock held of record at the close of business on April 1, 2002 (the "Record
Date") with respect to the election of two Class I Directors to serve on the
Company's Board of Directors for a term of three years, the ratification and
appointment of PricewaterhouseCoopers LLP as the Company's independent auditors
for 2002 and any other proposal for stockholder action as may properly come
before the Annual Meeting. Abstentions and broker non-votes are each included in
the determination of the number of shares present and voting for the purposes of
determining whether a quorum is present at the Annual Meeting and each is
tabulated separately. The shares of Common Stock represented by valid Proxies
that abstain with respect to any matter will not be counted as an affirmative
vote in determining whether the requisite vote of the shares were cast in favor
of that matter.

The disposition of business scheduled to come before the Annual Meeting,
assuming a quorum is present, will require the following affirmative votes: (i)
for the election of the two nominees to serve as Class I Directors, a plurality
of the shares of Common Stock, present or represented by Proxy at the Annual
Meeting; and (ii) for the ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors for 2002, a
majority of the shares of Common Stock, present or represented by Proxy at the
Annual Meeting.

As of the Record Date, the Company had issued and outstanding 35,823,601
shares of Common Stock.

1. ELECTION OF DIRECTORS

Board of Directors

Pursuant to the Company's Amended and Restated Articles of Incorporation
and Bylaws, the Board of Directors of the Company shall be comprised of seven
Directors. The Board of Directors currently consists of seven Directors, Michael
B. Yanney, Stewart Zimmerman, Stephen R. Blank, Michael L. Dahir, Alan L.
Gosule, George H. Krauss and W. David Scott, and is divided into three classes,
with Messrs. Yanney and Blank constituting the Class I Directors, Messrs. Dahir
and Krauss constituting the Class II Directors and Messrs. Zimmerman, Gosule and
Scott constituting the Class III Directors. One class of Directors is elected at
each annual meeting of the Company's stockholders for a term of three years. The
term of the Class I Directors expires at the 2002 Annual Meeting. The terms of
the other two classes of Directors expire at the 2003 Annual Meeting of
Stockholders (Class II Directors) and the 2004 Annual Meeting of Stockholders
(Class III Directors).

Messrs. Yanney and Blank have been nominated by the Board of Directors for
election as Class I Directors by the holders of Common Stock at the Annual
Meeting to serve until the 2005 Annual Meeting of Stockholders or until their
respective successors are elected and qualified. In April 2002, Mr. Blank was
appointed as a Director of the Company by the Board of Directors to fill the
vacancy created following the resignation of Gregor Medinger, a former Class I
Director. It is intended that the shares of Common Stock represented by properly
executed Proxies will be voted by the Proxy holders FOR the election of Messrs.
Yanney and Blank, unless authority to so vote is withheld. If the candidacy of
Mr. Yanney or Mr. Blank should, for any reason, be withdrawn, the Proxy holders
will vote in favor of such substituted nominee (if any) as shall be designated
by the Proxy holders. The Board of Directors has no reason to believe that
Messrs. Yanney and Blank will be unable or unwilling to serve as Class I
Directors if elected.

Nominees for Election as Class I Directors

The following information is furnished regarding the nominees for election
as Class I Directors by the holders of Common Stock.

Michael B. Yanney, 68, is a Director of the Company and serves as the
Chairman of the Board, positions he has held since 1997. Mr. Yanney has served
as the Chairman of America First Companies, L.L.C. ("America First") and its
predecessors since 1984 and as Chief Executive Officer from 1984 until 2001.
America First is a diversified financial services firm located in Omaha,
Nebraska that manages public investment funds which have raised over $1.5
billion. From 1977 until the organization of America First, Mr. Yanney was
principally engaged in the ownership and management of commercial banks. From
1961 to 1977, Mr. Yanney was employed by Omaha National Bank and Omaha National
Corporation (now part of U.S. Bank, N.A.), where he held various positions,
including the position of Executive Vice President and Treasurer of the holding
company. Mr. Yanney also serves as a member of the boards of directors of
Burlington Northern Santa Fe Corporation, RCN Corporation, Level 3
Communications, Inc., Forest Oil Corporation, Freedom Communications, Inc.,
Magnum Resources, Inc. and Rio Grande Medical Technologies, Inc.

Stephen R. Blank, 56, became a Director of the Company in 2002. Since 1998,
Mr. Blank has been Senior Resident Fellow, Finance, at the Urban Land Institute,
a non-profit education and research institute which studies land use and real
estate developmental policy ("ULI"). Prior to joining ULI, Mr. Blank served from
1993 to 1998 as Managing Director - Real Estate Investment Banking of CIBC
Oppenheimer Corp. From 1989 to 1993, Mr. Blank was Managing Director of Cushman
& Wakefield, Inc.'s Real Estate Corporate Finance Department. From 1979 to 1989,
Mr. Blank served as Managing Director - Real Estate Investment Banking of
Kidder, Peabody & Co. From 1973 to 1979, Mr. Blank was employed by Bache & Co.,
Incorporated as Vice President, Direct Investment Group. Mr. Blank also serves
as a member of the boards of directors of WestCoast Hospitality Corporation and
BNP Residential Trust, Inc. and a member of the boards of trustees of Atlantic
Realty Trust and Ramco-Gershenson Properties Trust. Since 1998, Mr. Blank has
also been an adjunct professor for the Executive MBA Program at the Columbia
University Graduate School of Business.

The Board of Directors recommends a vote FOR the election of Messrs. Yanney
and Blank as Class I Directors of the Company.


2

Continuing Class II Directors

The following information is furnished regarding the Class II Directors
(who will continue to serve on the Board of Directors until the 2003 Annual
Meeting of Stockholders or until their respective successors are elected and
qualified).

Michael L. Dahir, 53, has served as a Director of the Company since 1998.
From 1988 to present, Mr. Dahir served as President and Chief Executive Officer
of Omaha State Bank in Omaha, Nebraska. From 1974 to 1988, Mr. Dahir held
various positions with Omaha National Bank, including Vice President, investment
department head, Senior Vice President and Chief Financial Officer of FirsTier
Holding Company, which acquired Omaha National in 1984. Mr. Dahir is a director
of the College of St. Mary in Omaha, Nebraska and the Jesuit Partnership, an
organizational offshoot of the Jesuit Provincial Office, in Milwaukee,
Wisconsin, serves on the board of Catholic Charities and is the president of the
Omaha, Nebraska chapter of Legatus.

George H. Krauss, 60, has served as a Director of the Company since 1997.
Mr. Krauss has been a consultant to America First since 1997. Prior to 1997, Mr.
Krauss practiced law with Kutak Rock LLP from 1972 and served as that firm's
managing partner from 1983 to 1993. Mr. Krauss has extensive experience in
corporate, merger and acquisition and regulatory matters. In addition to his
legal education, Mr. Krauss has a Masters of Business Administration and is a
registered Professional Engineer. Mr. Krauss currently serves as a member of the
boards of directors of Gateway, Inc. and West Corporation.

Continuing Class III Directors

The following information is furnished regarding the Class III Directors
(who will continue to serve on the Board of Directors until the 2004 Annual
Meeting of Stockholders or until their respective successors are elected and
qualified).

Stewart Zimmerman, 57, has been President and Chief Executive Officer and a
Director of the Company since 1997. Prior to 1997, Mr. Zimmerman served as
Executive Vice President of America First since January 1989, during which time
Mr. Zimmerman served in a number of positions, including President and Chief
Operating Officer of America First REIT and President of several America First
mortgage funds, including America First Participating/Preferred Mortgage Fund,
America First PREP Fund 2, Capital Source, L.P., Capital Source II, L.P.-A,
America First Tax Exempt Mortgage Fund and America First Tax Exempt Mortgage
Fund II. From September 1986 to September 1988, Mr. Zimmerman served as a
Managing Director and Director of Security for Pacific Merchant Bank, where he
was responsible for Mortgage Trading and Finance. Prior to that time, he served
as First Vice President of E.F. Hutton & Company, Inc., where he was responsible
for mortgage-backed securities trading and sales distribution, and Vice
President of Lehman Brothers, where he was responsible for the distribution of
mortgage products. From 1968 to 1972, Mr. Zimmerman was Vice President of Zenith
Mortgage Company and Zenith East Inc., a national mortgage banking and brokerage
company specializing in the structuring and sales of mortgage assets to the
institutional financial community.

Alan L. Gosule, 61, has served as a Director of the Company since 2001. Mr.
Gosule is a partner in the law firm of Clifford Chance Rogers & Wells LLP in New
York, New York and has practiced law with that firm and its predecessor since
1991. He serves as the Chairman of the firm's Tax Department. Prior to 1991, Mr.
Gosule practiced law with the firm of Gaston & Snow. Mr. Gosule also serves as a
member of the boards of directors of Home Properties of New York, Inc., Simpson
Housing Limited Partnerships, F.L. Putnam Investment Management Company and
Colonnade Partners. Mr. Gosule also serves as a consultant to the boards of
trustees of 32 mutual funds of the ING Pilgrim Capital Corporation.

W. David Scott, 40, has served as a Director of the Company since 1998. Mr.
Scott is President and Chief Executive Officer of Magnum Resources, Inc., a
privately held corporation that focuses on commercial real estate, a position he
has held since 1994. Mr. Scott was Vice President and Director of Cornerstone
Bank Group from 1991 to 1994 and prior to that was an accountant with Peter
Kiweit Sons', Inc. Mr. Scott serves as a member of the boards of Brownell-Talbot
School, Boy Scouts of America and Hastings College.

Vacancies occurring on the Board of Directors as a result of (i) the
removal from office, resignation, retirement, death or disqualification of a
Director may be filled by either the stockholders of the Company or a majority
of the remaining Directors and (ii) an increase in the number of Directors
serving on the Board of Directors may be filled by either the stockholders of
the Company or a majority of the entire Board of Directors.

3

There is no familial relationship among any of the members of the Board of
Directors or executive officers of the Company, except that Ronald A. Freydberg,
the Company's Executive Vice President and Secretary, and William S. Gorin, the
Company's Executive Vice President, Chief Financial Officer and Treasurer, are
brothers-in-law.

2. RATIFICATION OF APPOINTMENT OF AUDITOR

The Board of Directors has appointed PricewaterhouseCoopers LLP as the
independent auditors to examine the accounts of the Company for the 2002
calendar year. PricewaterhouseCoopers LLP and its predecessor, Coopers & Lybrand
L.L.P., have served as the Company's independent auditors since the Company was
formed. The Board of Directors is requesting that the Company's stockholders
ratify the appointment of PricewaterhouseCoopers LLP. In the event that
ratification of this appointment of auditors is not approved by the affirmative
vote of a majority of the shares of Common Stock, the Board of Directors will
review its future selection of auditors.

Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Annual Meeting and will be provided with an opportunity to make a statement
if so desired and to respond to appropriate inquiries from stockholders.

Audit Fees

PricewaterhouseCoopers LLP billed the Company an aggregate of $109,000 in
fees for professional services rendered for the audit of the Company's annual
financial statements for the year ended December 31, 2001 and for the review of
the financial statements included in the Company's Quarterly Reports on Form
10-Q filed with the Securities and Exchange Commission (the "SEC") during 2001.

Financial Information Systems Design and Implementation Fees

PricewaterhouseCoopers LLP did not perform any professional services for
the Company during the year ended December 31, 2001, either directly or
indirectly, in connection with the operation, or supervising the operation, of
the Company's information system or managing our local area network or designing
or implementing a hardware or software system that aggregates source data
underlying the Company's financial statements or that generates information that
is significant to the Company's financial statements taken as a whole.
Accordingly, no fees were paid to PricewaterhouseCoopers LLP during 2001 for
these types of services.

All Other Fees

PricewaterhouseCoopers LLP billed the Company an aggregate of $128,535 in
fees for all other services rendered during the year ended December 31, 2001.
These additional services consisted primarily of income tax compliance and
related tax services, audit-related services rendered in connection with the
Company's 2001 public offerings and the Company's filing of a registration
statement with the SEC, and non-recurring accounting services rendered in
connection with the merger of America First Mortgage Advisory Corporation, the
Company's former external advisor (the "Advisor"), with and into the Company on
January 1, 2002 (the "Advisor Merger") and certain real estate transactions
completed by the Company and Retirement Centers Corporation in 2001.

The Board of Directors recommends a vote FOR the ratification of the
appointment of PricewaterhouseCoopers LLP as the Company's independent auditors
for 2002.

BOARD OF DIRECTORS, COMMITTEE MEETINGS, AUDIT
COMMITTEE REPORT AND COMPENSATION OF DIRECTORS

Board of Directors and Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the
Board of Directors and actions taken by written consent in lieu of meetings and
by the actions of its committees. During the year ended December 31, 2001, the
Board of Directors held 12 meetings and acted once by written consent in lieu of
a meeting. Each of the Company's directors attended at least 75% of the meetings
of the Board of Directors and of the committees of the Board of Directors on
which they served during 2001.

4

The Board of Directors has two standing committees: the Audit Committee and
the Compensation Committee. The Company does not have a standing nominating
committee; the usual functions of such committee are performed by the entire
Board of Directors.

Audit Committee. Michael L. Dahir (Chairman), Stephen R. Blank and W. David
Scott are currently the members of the Audit Committee. The Audit Committee,
which met four times in 2001, makes recommendations concerning the engagement of
independent auditors, reviews with the independent auditors the plans and
results of the audit engagement, approves professional services provided by the
independent auditors, reviews the independence of the auditors, considers the
range of audit and non-audit fees and reviews the adequacy of the Company's
internal accounting controls. The Company's Bylaws require that the entire Audit
Committee be comprised of Directors who are not employees of the Company (each,
an "Independent Director").

Compensation Committee. Michael B. Yanney (Chairman) and Alan L. Gosule are
currently the members of the Compensation Committee. The Compensation Committee
determines the compensation of the Company's executive officers and the
administration of the Company's Amended and Restated 1997 Stock Option Plan (the
"Stock Option Plan"). During 2001, the usual functions of the Compensation
Committee were performed by the entire Board of Directors and, as a result,
there were no formal meetings of the Compensation Committee. The Company's
Bylaws require that at least 50% of the members of the Compensation Committee be
Independent Directors.

Report of the Audit Committee

The Audit Committee of the Board of Directors is currently comprised of
three Independent Directors, as required by the rules and listing standards of
the New York Stock Exchange. The Audit Committee operates under a written
charter adopted by the Board of Directors and is responsible for overseeing the
Company's financial reporting process on behalf of the Board of Directors. Each
year, the Audit Committee recommends to the Board of Directors, subject to
stockholder ratification, the selection of the Company's independent auditors.

Management is responsible for the preparation of the Company's financial
statements and for the maintenance of the Company's financial reporting process,
including internal controls. The independent auditors are responsible for
performing an independent audit of the Company's annual consolidated financial
statements in accordance with generally accepted auditing standards and for
issuing a report on the results of their audit. The Audit Committee is
responsible for providing independent, objective oversight of both of these
processes.

In this context, the Audit Committee has reviewed and discussed the audited
consolidated financial statements for the year ended December 31, 2001 with
management of the Company and with representatives of PricewaterhouseCoopers
LLP, the Company's independent auditors. As a result of these discussions, the
Audit Committee believes that the Company maintains an effective system of
accounting controls that allows it to prepare financial statements that fairly
present the Company's financial position and results of its operations.
Management represented to the Audit Committee that the Company's consolidated
financial statements were prepared in accordance with generally accepted
accounting principles. The Audit Committee has also discussed with
PricewaterhouseCoopers LLP the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees), which included
a discussion of PricewaterhouseCoopers LLP's judgments about the quality (not
just the acceptability) of the Company's accounting principles as applied to
financial reporting.

PricewaterhouseCoopers LLP has provided the Audit Committee with the
written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) and the Audit
Committee has held discussions with PricewaterhouseCoopers LLP regarding such
auditor's independence. The Audit Committee has further considered whether the
provision by PricewaterhouseCoopers LLP of the non-audit services to the Company
referenced elsewhere in this Proxy Statement is compatible with maintaining such
auditor's independence.

Based upon the Audit Committee's discussions with management and
PricewaterhouseCoopers LLP and the Audit Committee's review of the
representations of management and the disclosures by PricewaterhouseCoopers LLP
to the Audit Committee, the Audit Committee recommended to the Board of
Directors that the Company's audited consolidated financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2001 for filing with the SEC. The Audit Committee and the Board of Directors
have also


5

recommended the selection of PricewaterhouseCoopers LLP as the Company's
independent auditors for 2002, subject to stockholder ratification.

Audit Committee

Michael L. Dahir, Chairman
Stephen R. Blank
W. David Scott

Compensation of Directors

The Company pays an annual fee of $20,000 to the Independent Directors, of
which $10,000 is paid in cash and $10,000 is paid in the form of shares of
Common Stock. The number of shares of Common Stock issued to the Independent
Directors is based on the fair market value of the Common Stock at the date of
issuance. Directors are also eligible to receive grants of stock options and
dividend equivalent rights ("DERs") under the Stock Option Plan. The Independent
Directors also receive a fee of $1,000 for each annual, quarterly or special
meeting of the Board of Directors that they attend. Directors who are employees
of the Company are not paid a director fee. The Company reimburses all Directors
for travel and other expenses incurred in connection with their activities on
behalf of the Company. In addition, during 2001, Michael L. Dahir and W. David
Scott, two of the Company's Independent Directors, and Gregor Medinger, a former
Independent Director, served as members of a special committee of the Board of
Directors responsible for directing the negotiations relating to the Advisor
Merger on the Company's behalf and considering and making recommendations to the
Board of Directors relating to the Advisor Merger. For services rendered as a
member of this special committee, Mr. Dahir, as chairman of the special
committee, received $20,000 and Messrs. Scott and Medinger each received
$10,000.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

Prior to the Advisor Merger on January 1, 2002, the only source of
remuneration that the Company provided to its executive officers was in the form
of grants of stock options and DERs under the Stock Option Plan. Prior to this
date, the executive officers of the Company were paid a salary and bonus and
received certain employee benefits from America First, which, prior to the
Advisor Merger, was the majority owner of the Advisor. The Company did not,
however, reimburse either America First or the Advisor for the salary, bonus or
other employee benefits paid to these executive officers. As a result of the
Advisor Merger, the Company, as a self-advised entity, has become responsible,
effective January 1, 2002 and thereafter, for all of the remuneration to be paid
to its executive officers. Accordingly, prior to January 1, 2002, the Company
did not directly or indirectly pay its executive officers any salary or bonus or
provide them with any employee benefits, except under the Stock Option Plan.

The following table sets forth certain information regarding the annual and
long-term compensation paid by the Company and America First to the Company's
Chief Executive Officer and the other executive officers of the Company whose
total salary and bonus paid with respect to acting as an executive officer of
the Company during 2001 exceeded $100,000 (collectively, the "Named Executive
Officers").