Submitted: October 22, 2003 ORDER This 28th day of October, 2003, upon consideration of the briefs of the parties, and given our standard of review it appears to the Court that the judgment of the Court of Chancery should be affirmed on the basis of and for the reasons set forth in its Order dated December 31, 2002. NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of Chancery is AFFIRMED.