Edgar Filing: NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND INC

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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

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 Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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.

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(2) Aggregate number of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] 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:

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NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS Chicago, Illinois
OCTOBER 24, 2001 60606
(800) 257-8787

NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND
NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND

September 17, 2001

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Arizona Premium Income Municipal Fund, Inc., Nuveen Michigan Quality Income
Municipal Fund, Inc., Nuveen Michigan Premium Income Municipal Fund, Inc. and
Nuveen Ohio Quality Income Municipal Fund, Inc., each a Minnesota corporation,
and Nuveen Connecticut Premium Income Municipal Fund, Nuveen Georgia Premium
Income Municipal Fund, Nuveen Maryland Premium Income Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Missouri Premium Income
Municipal Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen
Texas Quality Income Municipal Fund and Nuveen Virginia Premium Income Municipal
Fund, each a Massachusetts business trust (individually, a "Fund" and,
collectively, the "Funds"), will be held in the 31st floor conference room of
Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois, on Wednesday,
October 24, 2001, at 11:00 a.m., Chicago time, for the following purposes and to
transact such other business, if any, as may properly come before the Annual
Meeting:

1. To elect (7) Board Members to the Board of each Fund as outlined below to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified:

a.) five (5) Board Members to be elected by the holders of Common Shares
and Municipal Auction Rate Cumulative Preferred Shares
("MuniPreferred"), voting together as a single class, and;

b.) two (2) Board Members to be elected by the holders of MuniPreferred
only, voting separately as a single class.

2. To transact such other business as may properly come before the Annual
Meeting.

Shareholders of record of each Fund at the close of business on August 10, 2001
are entitled to notice of and to vote at that Fund's Annual Meeting.
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ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IN ORDER TO
AVOID DELAY AND ADDITIONAL EXPENSE TO YOUR FUND, AND TO ASSURE THAT YOUR SHARES
ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE INTERNET.
TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE, PLEASE
CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD, ENTER THE CONTROL NUMBER
PROVIDED ON YOUR PROXY CARD, AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR
PROXY CARD AS A GUIDE. TO VOTE OVER THE INTERNET, GO TO WWW.PROXYVOTE.COM, ENTER
THE CONTROL NUMBER PROVIDED ON THE PROXY CARD, AND FOLLOW THE INSTRUCTIONS,
USING YOUR PROXY CARD AS A GUIDE.

Gifford R. Zimmerman
Vice President and Secretary
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JOINT PROXY STATEMENT 333 West Wacker Drive
Chicago, Illinois
60606
(800) 257-8787

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Board of Trustees, as the case may be, (each a "Board"
and each director or trustee a "Board Member") of each of Nuveen Arizona Premium
Income Municipal Fund, Inc. ("Arizona Premium"), Nuveen Michigan Quality Income
Municipal Fund, Inc. ("Michigan Quality"), Nuveen Michigan Premium Income
Municipal Fund, Inc. ("Michigan Premium"), Nuveen Ohio Quality Income Municipal
Fund, Inc. ("Ohio Quality"), each a Minnesota corporation, and Nuveen
Connecticut Premium Income Municipal Fund ("Connecticut Premium"), Nuveen
Georgia Premium Income Municipal Fund ("Georgia Premium"), Nuveen Maryland
Premium Income Municipal Fund ("Maryland Premium"), Nuveen Massachusetts Premium
Income Municipal Fund ("Massachusetts Premium"), Nuveen Missouri Premium Income
Municipal Fund ("Missouri Premium"), Nuveen North Carolina Premium Income
Municipal Fund ("North Carolina Premium"), Nuveen Texas Quality Income Municipal
Fund ("Texas Quality") and Nuveen Virginia Premium Income Municipal Fund
("Virginia Premium"), each a Massachusetts business trust, (individually, a
"Fund" and, collectively, the "Funds"), of proxies to be voted at the Annual
Meeting of Shareholders of each Fund to be held on October 24, 2001 (for each
Fund, an "Annual Meeting" and, collectively, the "Annual Meetings"), and at any
and all adjournments thereof.

On the matters coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares of that
Fund will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the nominees as listed in this Joint
Proxy Statement. Shareholders of any Fund who execute proxies may revoke them at
any time before they are voted by filing with that Fund a written notice of
revocation, by delivering a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.

The Board of each Fund has determined that the use of this Joint Proxy Statement
for the Fund's Annual Meeting is in the best interest of the Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders. Shareholders of each

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Fund will vote separately on each proposal relating to their Fund, and a vote on
a proposal by the shareholders of one Fund will not affect the vote on the
proposal by the shareholders of another Fund.

The following table indicates which shareholders are solicited with respect to
each matter:

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MATTER COMMON SHARES MUNIPREFERRED(1)
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1a. Election of Board Members by all X X
shareholders (Robert P. Bremner, Lawrence
H. Brown, Anne E. Impellizzeri, Peter R.
Sawers and Judith M. Stockdale nominated)
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b. Election of Board Members by N/A X
MuniPreferred only (William J. Schneider
and Timothy R. Schwertfeger nominated)
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(1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred Shares."

A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred of each Fund, 33 1/3% of the
MuniPreferred shares entitled to vote and represented in person or by proxy will
constitute a quorum. Votes cast by proxy or in person at each Annual Meeting
will be tabulated by the inspectors of election appointed for that Annual
Meeting. The inspectors of election will determine whether or not a quorum is
present at the Annual Meeting. The inspectors of election will treat abstentions
and "broker non-votes" (i.e., shares held by brokers or nominees, typically in
"street name," as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter) as present for
purposes of determining a quorum.

For purposes of determining the approval of the matters submitted for a vote of
the shareholders of each Fund (except Connecticut Premium, Georgia Premium,
Maryland Premium, Massachusetts Premium, Missouri Premium, North Carolina
Premium, Texas Quality and Virginia Premium, the "Massachusetts Business
Trusts"), abstentions and broker non-votes will be treated as shares voted
against the election of Board Members. For purposes of determining the approval
of the matters submitted for a vote of the shareholders of the Massachusetts
Business Trusts, abstentions and broker non-votes will have no effect on the
election of Board Members. The details of the proposal to be voted on by the
shareholders of each Fund and the vote required for approval of the proposal are
set forth under the description of the proposal below.

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Those persons who were shareholders of record at the close of business on August
10, 2001, will be entitled to one vote for each share held. As of August 10,
2001, the following shares of the Funds were issued and outstanding:

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FUND SYMBOL COMMON SHARES MUNIPREFERRED
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Arizona Premium NAZ 4,391,839 1,200 Series TH
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Connecticut Premium NTC 5,261,589 1,532 Series TH
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Georgia Premium NPG 3,760,544 1,112 Series TH
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Maryland Premium NMY 10,502,956 1,404 Series W
1,760 Series TH
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Massachusetts Premium NMT 4,673,212 1,360 Series TH
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Michigan Quality NUM 11,542,380 3,200 Series TH
560 Series F
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Michigan Premium NMP 7,695,610 840 Series M
1,400 Series TH
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Missouri Premium NOM 2,188,046 640 Series TH
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North Carolina Premium NNC 6,286,744 1,872 Series TH
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Ohio Quality NUO 9,515,279 680 Series M
1,400 Series TH
1,000 Series TH2
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Texas Quality NTX 9,440,838 760 Series M
2,000 Series TH
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Virginia Premium NPV 8,727,205 832 Series T
1,720 Series TH
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This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about September 17, 2001.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting, seven (7) Board Members are to be elected to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified. Under the terms of each Fund's organizational
documents, holders of MuniPreferred are entitled to elect two (2) Board Members,
and the remaining Board Members are to be elected by holders of common shares
and MuniPreferred, voting together as a single class.

FOR ARIZONA PREMIUM, MICHIGAN QUALITY, MICHIGAN PREMIUM AND OHIO QUALITY. The
affirmative vote of a majority of the shares present and entitled to vote at the
Annual Meeting will be required to elect Board Members of each Fund.

FOR CONNECTICUT PREMIUM, GEORGIA PREMIUM, MARYLAND PREMIUM, MASSACHUSETTS
PREMIUM, MISSOURI PREMIUM, NORTH CAROLINA PREMIUM, TEXAS QUALITY AND VIRGINIA
PREMIUM. The affirmative vote of a plurality of the shares present and entitled
to vote at the Annual Meeting will be required to elect the Board Members of
each Fund.
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It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected; however, should any nominee become unable
or unwilling to accept nomination for election, the proxies for each Fund will
be voted for one or more substitute nominees designated by that Fund's present
Board.

The table below shows each nominee's birthdate, principal occupations and other
business affiliations, the year in which each nominee was first elected or
appointed a Board Member of each Fund and the number of common shares of all
Nuveen Funds (excluding money market funds) which each nominee beneficially
owned as of July 31, 2001. On July 31, 2001, the Board Members did not
beneficially own any of the Fund's common shares or shares of MuniPreferred. All
of the nominees were last elected to the Board at the 2000 annual meeting of
shareholders. Currently there is a vacancy on each Board. No candidate has been
selected to fill this vacancy.

Other than Mr. Schwertfeger, none of the Board Members has ever been a director
or an employee of Nuveen Investments or any affiliate.

EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED BELOW.

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BOARD NOMINEES

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FULL COMMON SHARES
OF ALL NUVEEN FUNDS
NAME, BIRTHDATE AND PRINCIPAL OCCUPATION OF YEAR FIRST ELECTED OR BENEFICIALLY OWNED
NOMINEES AS OF JULY 31, 2001(1) APPOINTED A BOARD MEMBER AS OF JULY 31, 2001(2)
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Robert P. Bremner, 8/22/40 Board Member of 1997-All Funds 6,272
the Funds; private investor and management
consultant.
Lawrence H. Brown, 7/29/34 Board Member of 1993-All Funds 11,714
the Funds; retired in August 1989 as Senior
Vice President of The Northern Trust
Company (banking and trust industry).
Anne E. Impellizzeri, 1/26/33 Board Member 1994-All Funds 10,284
of the Funds; Executive Director (since
1998) of Manitoga/The Russel Wright Design
Center (home and landscape); formerly,
President and Chief Executive Officer of
Blanton-Peale Institute (a training and
counseling organization); prior thereto,
Vice President, Metropolitan Life Insurance
Co.
Peter R. Sawers, 4/3/33 Board Member of the 1991-All Funds except 20,633
Funds; Adjunct Professor of Business and 1992-Arizona Premium,
Economics, University of Dubuque, Iowa; and Michigan Premium
formerly, Adjunct Professor, Lake Forest 1993-Connecticut Premium
Graduate School of Management, Lake Forest, Georgia Premium
Illinois (1991-2000); prior thereto, Maryland Premium
Executive Director, Towers Perrin Massachusetts Premium
Australia; Chartered Financial Analyst and Missouri Premium
Certified Management Consultant. North Carolina Premium
Virginia Premium
William J. Schneider, 9/24/44(3) Board 1997-All Funds 49,251
Member of the Funds; Senior partner and
Chief Operating Officer, Miller-Valentine
Group; Vice President, Miller-Valentine
Realty (commercial real estate); Chair,
Miami Valley Hospital; Vice Chair Miami
Valley Economic Development Coalition;
formerly, Member, Community Advisory Board,
National City Bank, Dayton, Ohio and
Business Advisory Council, Cleveland
Federal Reserve Bank.

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*Timothy R. Schwertfeger, 1994-All Funds 352,582
3/28/49(3) Chairman of the Board (since
July 1996) and President (since July 1999)
of the Funds; Chairman (since May 1999),
Trustee and President (since July 1996) of
the Funds advised by Nuveen Institutional
Advisory Corp.; Chairman, Trustee and
President (since September 1999) of the
funds advised by Nuveen Senior Loan Asset
Management Inc.; Chairman (since July 1996)
and Director, previously Executive Vice
President, of The John Nuveen Company,
Nuveen Investments, Nuveen Advisory Corp.
and Nuveen Institutional Advisory Corp.;
Director (since 1996) of Institutional
Capital Corporation; Chairman and Director
(since January 1997) of Nuveen Asset
Management, Inc.; Chairman and Director of
Rittenhouse Financial Services, Inc. (since
1999); Chief Executive Officer and Director
(since September 1999) of Nuveen Senior
Loan Asset Management Inc.
Judith M. Stockdale, 12/29/47 Board Member 1997-All Funds 3,826
of the Funds; Executive Director (since
1994) of the Gaylord and Dorothy Donnelley
Foundation, a private family foundation;
prior thereto, Executive Director (from
1990 to 1994) of the Great Lakes Protection
Fund.
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(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.

(1) As of July 31, 2001, the Board Members and nominees were board members of 30
Nuveen open-end funds and 66 closed-end funds managed by Nuveen Advisory Corp.
("NAC"). In addition, Mr. Schwertfeger is a board member of nine open-end and
five closed-end funds managed by Nuveen Institutional Advisory Corp. ("NIAC")
and two funds managed by Nuveen Senior Loan Asset Management Inc. ("NSLAM").

(2) Certain Shares may be held in the name of, or jointly with, a director's
spouse or a director may have disclaimed beneficial ownership of certain Shares.

(3) Board Members Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds.

The Board Members affiliated with Nuveen Investments ("Nuveen") or Nuveen
Advisory Corp. (the "Adviser") serve without any compensation from the Funds.
Board Members who are not affiliated with Nuveen or the Adviser receive a
$15,000 quarterly retainer ($60,000 annually) for serving as a board member of
all funds sponsored by Nuveen and managed by the Adviser and a $1,000 fee per
day plus expenses for attendance at all meetings held on a day on which a
regularly scheduled Board meeting is held, a $1,000 fee per day plus expenses
for attendance in person or a $500 fee per day plus expenses for attendance by
telephone at a meeting held on a day on which no regular Board meeting is held,
and a $250 fee per day plus expenses for attendance in person or by telephone at
a meeting of the executive committee or the dividend committee. The annual
retainer, fees and expenses are

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allocated among the funds managed by the Adviser on the basis of relative net
asset sizes. Effective January 1, 1999, the Board of Directors/Trustees of
certain Nuveen funds (the "Participating Funds") established a Deferred
Compensation Plan for Independent Directors and Trustees ("Deferred Compensation
Plan"). Under the Deferred Compensation Plan, Independent Board Members of the
Participating Funds may defer receipt of all, or a portion, of the compensation
they earn for their services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is treated as though
an equivalent dollar amount had been invested in shares of one or more eligible
Nuveen funds. Each Independent Board Member, other than Mr. Brown, has elected
to defer at least a portion of their fees. None of the Funds are Participating
Funds.

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation (i) paid by each Fund to each Board
Member for its last fiscal year and (ii) paid during the calendar year ended
2000.

AGGREGATE COMPENSATION FROM THE FUNDS
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ARIZONA CONNECTICUT GEORGIA MARYLAND MASSACHUSETTS MICHIGAN MICHIGAN
NAME OF BOARD MEMBER PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM QUALITY PREMIUM
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Robert P. Bremner $124 $152 $109 $304 $136 $353 $225
Lawrence H. Brown 129 157 112 314 141 367 235
Anne E. Impellizzeri 124 152 109 304 136 353 225
Peter R. Sawers 124 152 109 304 136 353 225
William J. Schneider 124 152 109 304 136 353 225
Judith M. Stockdale 124 152 109 304 136 353 225
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TOTAL
COMPENSATION ON
NUVEEN FUNDS
PAID TO
BOARD
AGGREGATE COMPENSATION FROM THE FUNDS MEMBERS(1)
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MISSOURI NORTH CAROLINA OHIO TEXAS VIRGINIA
NAME OF BOARD MEMBER PREMIUM PREMIUM QUALITY QUALITY PREMIUM
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Robert P. Bremner $63 $181 $302 $276 $257 $71,000
Lawrence H. Brown 65 187 314 287 266 75,000
Anne E. Impellizzeri 63 181 302 276 257 71,000
Peter R. Sawers 63 181 302 276 257 71,250
William J. Schneider 63 181 302 276 257 69,000
Judith M. Stockdale 63 181 302 276 257 71,000
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(1) Includes compensation for service on the boards of the NAC Funds for the
calendar year ended 2000, including deferred fees.

Peter R. Sawers and Timothy R. Schwertfeger serve as members of the executive
committee of the Board of each Fund. The executive committee, which meets
between regular meetings of the Board, is authorized to exercise all of the
powers of the Board; provided that the scope of the powers of the executive
committee, unless otherwise specifically authorized by the full Board, are
limited to: (i) emergency matters where assembly of the full Board is
impracticable (in which case management will take all reasonable steps to
quickly notify each individual Board Member of the actions taken by the
executive committee) or (ii) matters of

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administrative or ministerial nature. The executive committee of each Fund held
no meetings during their fiscal year.

Lawrence H. Brown and Timothy R. Schwertfeger are the current members of the
dividend committee for each Fund. The dividend committee is authorized to
declare distributions on the Funds' shares including, but not limited to,
regular and special dividends, capital gains and ordinary income distributions.
The dividend committee of each Fund held twelve meetings during its last fiscal
year.

Each Fund's Board has an audit committee composed of Board Members who are not
"interested persons" of the Fund and who are "independent" as that term is
defined in Section 303.01(B)(2)(a) and (3) of the New York Stock Exchange's
listing standards. The audit committee reviews the work and any recommendations
of the Fund's independent auditors. Based on such review, it is authorized to
make recommendations to the Board. The audit committee of each Fund held two
meetings during its last fiscal year. The audit committee has adopted a written
charter. A copy of the written charter is attached as Appendix A to this proxy
statement.

Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a governance committee composed of the Board Members who are not
"interested persons" of that Fund. It identifies and recommends individuals to
be nominated for election as non interested Board Members. The governance
committee of each Fund held two meetings during its last fiscal year. No policy
or procedure has been established as to the recommendation of Board Member
nominees by shareholders.

The Board of each Fund with a May 31 fiscal year end held four regular meetings
during its last fiscal year. Three regular meetings were held by the Board of
each Fund with a July 31 fiscal year end. During the last fiscal year, each
Board Member attended 75% or more of each Fund's Board meetings and the
committee meetings (if a member thereof).

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The following table sets forth information as of July 31, 2001 with respect to
each executive officer of the Funds, other than Mr. Schwertfeger, who is a Board
Member and included in the table relating to nominees for the Board. Officers of
the Funds receive no compensation from the Funds. The term of office of all
officers will expire in August 2002.

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POSITIONS WITH BUSINESS EXPERIENCE
NAME BIRTHDATE FUNDS AND PRINCIPAL OCCUPATION
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Alan G. Berkshire 12/28/60 Vice President and Senior Vice President (since May
Assistant 1999), formerly Vice President
Secretary (since May 1998), Secretary
(since 1998) (since May 1998) and General
Counsel (since September 1997)
of The John Nuveen Company and
Nuveen Investments; Senior Vice
President (since May 1999),
formerly Vice President (since
September 1997), and Secretary
(since May 1998) of Nuveen
Advisory Corp., Nuveen
Institutional Advisory Corp. and
Nuveen Asset Management, Inc.;
Senior Vice President and
Secretary (since September 1999)
of Nuveen Senior Loan Asset
Management Inc.; prior thereto,
Partner in the law firm of
Kirkland & Ellis.
Peter H. D'Arrigo 11/28/67 Vice President and Vice President of Nuveen
Treasurer (since Investments (since January
1999) 1999), prior thereto, Assistant
Vice President (from January
1997); formerly Associate of
Nuveen Investments; Vice
President and Treasurer (since
September 1999) of Nuveen Senior
Loan Asset Management Inc.;
Chartered Financial Analyst.
Michael S. Davern 6/26/57 Vice President Vice President of Nuveen
(since 1997) Advisory Corp. (since January
1997); prior thereto, Vice
President and Portfolio Manager
of Flagship Financial Inc. (from
September 1991 to January 1997).
Lorna C. Ferguson 10/24/45 Vice President Vice President of Nuveen
(since 1998) Investments; Vice President of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
(since January 1998).
William M. Fitzgerald 3/2/64 Vice President Managing Director and Vice
(since 1996) President of Nuveen Advisory
Corp.; prior thereto, Assistant
Vice President of Nuveen
Advisory Corp. (from September
1992 to December 1995);
Chartered Financial Analyst.

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Stephen D. Foy 5/31/54 Vice President and Vice President of Nuveen
Controller Investments and (since May 1998)
(since 1998) The John Nuveen Company; Vice
President (since September 1999)
of Nuveen Senior Loan Asset
Management Inc; Certified Public
Accountant.
J. Thomas Futrell 7/5/55 Vice President Vice President of Nuveen
(since 1991) Advisory Corp; Chartered
Financial Analyst.
Richard A. Huber 3/26/63 Vice President Vice President of Nuveen
(since 1998) Institutional Advisory Corp.
(since March 1998) and Nuveen
Advisory Corp. (since January
1997); prior thereto, Vice
President and Portfolio Manager
of Flagship Financial Inc.
Steven J. Krupa 8/21/57 Vice President Vice President of Nuveen
(since 1990) Advisory Corp.
David J. Lamb 3/22/63 Vice President Vice President (since March
(since 2000) 2000) of Nuveen Investments,
previously Assistant Vice
President (since January 1999),
prior thereto, Associate of
Nuveen Investments; Certified
Public Accountant.
Larry W. Martin 7/27/51 Vice President Vice President, Assistant
(since 1993) and Secretary and Assistant General
Assistant Counsel of Nuveen Investments;
Secretary (since Vice President and Assistant
each Fund's Secretary of Nuveen Advisory
organization) Corp., Nuveen Institutional
Advisory Corp. and Nuveen Asset
Management, Inc.; (since January
1997) and Nuveen Senior Loan
Asset Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company.
Edward F. Neild, IV 7/7/65 Vice President Vice President of Nuveen
(since 1996) Advisory Corp.; Chartered
Financial Analyst.
Stephen S. Peterson 9/20/57 Vice President Vice President (since September
(since 1997) 1997); Assistant Vice President
(from September 1996 to
September 1997) and, prior
thereto, Portfolio Manager of
Nuveen Advisory Corp.; Chartered
Financial Analyst.
Thomas C. Spalding, Jr. 7/31/51 Vice President Vice President of Nuveen
(since each Fund's Advisory Corp. and Nuveen
organization) Institutional Advisory Corp.;
Chartered Financial Analyst.

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Gifford R. Zimmerman 9/9/56 Vice President Vice President, Assistant
(since 1993) and Secretary and Associate General
Secretary (since Counsel of Nuveen Investments;
1998) Vice President, General Counsel
and Assistant Secretary of
Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Vice President and Assistant
Secretary of Nuveen Senior Loan
Asset Management Inc. (since
September 1999); Assistant
Secretary of The John Nuveen
Company; Chartered Financial
Analyst.
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On July 31, 2001, Board Members and executive officers of the Funds did not
beneficially own any of the Funds' Common Shares or shares of MuniPreferred. On
July 31, 2001, Board Members and executive officers of the Funds as a group
beneficially owned 577,247 common shares of all funds managed by the Adviser,
Nuveen Institutional Advisory Corp. or Nuveen Senior Loan Asset Management Inc.
(includes Deferred Units and shares held by the executive officers in Nuveen's
401(k)/profit sharing plan, but excludes shares of money market funds). As of
August 10, 2001 the Board Members and executive officers of the Funds as a group
owned less than 1% of the outstanding common shares of each Fund. As of August
10, 2001 no shareholder owned more than 5% of any class of shares of any Fund.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of each Fund is responsible for assisting the
Board in monitoring (1) the quality and integrity of the Fund's financial
statements, (2) the Fund's compliance with regulatory requirements, and (3) the
independence and performance of the Fund's independent and internal auditors.
Among other responsibilities, the Committee reviews, in its oversight capacity,
the Fund's annual financial statements with both management and the independent
auditors and it meets periodically with the independent and internal auditors to
consider their evaluation of the Fund's financial and internal controls. The
Committee also recommends to the Board the selection of the Fund's independent
auditors. The Committee is composed of six Board Members and operates under a
written charter adopted and approved by the Board. Each Committee member is
independent as defined by New York Stock Exchange listing standards. A copy of
the Audit Committee Charter is attached to the proxy statement as Appendix A.

The Committee, in discharging its duties, has met with and held discussions with
management and the Fund's independent and internal auditors. Management has
represented to the independent auditors that each Fund's financial statements
were prepared in accordance with generally accepted accounting principles. The
Committee has also discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61 (Communications with
Audit Committees). The Fund's independent auditors provided to the Committee the
written disclosure required by Independent Standards Board Standard No. 1
(Independent Discussions with Audit Committees), and the Committee has discussed
with representatives of the independent auditor their firm's independence. As
provided in the Audit Committee Charter, it is not the Committee's
responsibility to determine, and the considerations and discussions referenced
above do not ensure, that the
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15

Fund's financial statements are complete and accurate and presented in
accordance with generally accepted accounting principles.

Based on the Committee's review and discussions with management and the
independent auditors, the representations of management and the report of the
independent auditors to the Committee, the Committee has recommended that the
Board include the audited financial statements in the Fund's Annual Report.

The members of the Committee are:

Robert P. Bremner
Lawrence H. Brown
Anne E. Impellizzeri
Peter R. Sawers
William J. Schneider
Judith M. Stockdale

AUDIT AND RELATED FEES
AUDIT FEES. The aggregate fees billed by Ernst & Young LLP for professional
services for the audit of each Fund's financial statements for its most recently
completed fiscal year were as follows:

-----------------------------------------------------------------------------------------
FINANCIAL INFORMATION
AUDIT SYSTEMS DESIGN AND ALL OTHER
FUND FEES IMPLEMENTATION FEES FEES
-----------------------------------------------------------------------------------------

Arizona Premium $11,440 $0 $2,268
Connecticut Premium 11,440 0 2,281
Georgia Premium 11,440 0 2,258
Maryland Premium 11,440 0 2,362
Massachusetts Premium 11,440 0 2,273
Michigan Quality 11,440 0 2,393
Michigan Premium 11,440 0 2,322
Missouri Premium 11,440 0 2,233
North Carolina Premium 11,440 0 2,296
Ohio Quality 11,440 0 2,366
Texas Quality 11,440 0 2,351
Virginia Premium 11,440 0 2,337
-----------------------------------------------------------------------------------------

ALL OTHER FEES. The Audit Committee of each Fund has generally considered
whether the receipt of non-audit fees by Ernst & Young LLP from the Fund is
compatible with maintaining Ernst & Young LLP's independence.

SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(h) of the Investment Company Act of 1940, as amended (the "1940 Act")
and Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), require each Fund's Board Members and officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than ten
percent of a registered class of the Funds' equity securities to file forms
reporting their affiliation with that Fund and reports of ownership and changes
in ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. These persons and entities are

12
16

required by SEC regulation to furnish the Funds with copies of all Section 16(a)
forms they file. Based on a review of these forms furnished to each Fund, each
Fund believes that during its last fiscal year all Section 16(a) filing
requirements applicable to that Fund's Board Members and officers, investment
adviser and affiliated persons of the investment adviser were complied with.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company, which in turn is approximately 77%
owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 2002, a shareholder proposal submitted pursuant to
Rule 14a-8 of the 1934 Act must be received at the offices of that Fund, 333
West Wacker Drive, Chicago, Illinois 60606, not later than May 20, 2002. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) of a proposal submitted outside of the process of Rule 14a-8 must
submit such written notice to the Fund not later than August 3, 2002. Timely
submission of a proposal does not mean that such proposal will be included.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by officers or employees of
Nuveen Investments or Nuveen Advisory Corp., or by dealers and their
representatives.

FISCAL YEAR

The last fiscal year for Connecticut Premium, Georgia Premium, Maryland Premium,
Massachusetts Premium, Missouri Premium, North Carolina Premium, and Virginia
Premium was May 31, 2001, and for Arizona Premium, Michigan Quality, Michigan
Premium, Ohio Quality and Texas Quality was July 31, 2001.

ANNUAL REPORT DELIVERY

Annual reports for the Funds with a fiscal year ended in May 2001 were sent to
shareholders of record of each Fund following each Fund's fiscal year end. The
2001 annual report for each Fund with a fiscal year ended in July 2001 is
expected to be available on or before September 29, 2001. Each Fund will
furnish, without charge, a copy of its annual report

13
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and/or semi-annual report upon request. Such written or oral requests should be
directed to such Fund at 333 West Wacker Drive, Chicago, Illinois 60606, or by
calling 1-800-257-8787.

GENERAL

Management does not intend to present and does not have reason to believe that
any other items of business will be presented at any Fund's Annual Meeting.
However, if other matters are properly presented to the Annual Meetings for a
vote, the proxies will be voted by the persons acting under the proxies upon
such matters in accordance with their judgment of the best interests of each
Fund.

A list of shareholders entitled to be present and to vote at each Fund's Annual
Meeting will be available at the offices of the Funds, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours for ten days prior to the date of that Annual Meeting.

Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.

IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO VOTE YOUR SHARES
PROMPTLY.

Gifford R. Zimmerman
Vice President and Secretary

September 17, 2001

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APPENDIX A

NUVEEN MANAGEMENT INVESTMENT COMPANIES

AUDIT COMMITTEE CHARTER

July, 2000

ORGANIZATION

There shall be a committee of each Board of Directors/Trustees of the Nuveen
Management Investment Companies to be known as the Audit Committee. The Audit
Committee shall be composed of at least three Directors/Trustees. Audit
Committee members shall be independent of the Management Investment Companies
and free of any relationship that, in the opinion of the Directors/Trustees,
would interfere with their exercise of independent judgment as a committee
member. Each such member of the Audit Committee shall have a basic understanding
of finance and accounting and be able to read and understand fundamental
financial statements, and at least one such member shall have accounting or
related financial management expertise, in each case as determined by the
Directors/ Trustees, exercising their business judgment.

STATEMENT OF POLICY

The Audit Committee shall assist the Board in monitoring (1) the accounting and
reporting policies and practices of the Management Investment Companies
(hereafter referred to as "Funds" or individually "Fund"), (2) the quality and
integrity of the financial statements of the Funds, (3) the compliance by the
Funds with legal and regulatory requirements and (4) the independence and
performance of the external and internal auditors. In doing so, the Audit
Committee shall seek to maintain free and open means of communication among the
Directors, the independent auditors, the internal auditors and the management of
Nuveen.

The Audit Committee shall have the authority in its discretion to retain special
legal, accounting or other consultants to advise the Committee. The Audit
Committee may request any officer or employee of the John Nuveen Company or the
Funds' independent auditors or outside counsel to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee. The
Funds' independent auditors and internal auditors shall have unrestricted
accessibility at any time to committee members.

RESPONSIBILITIES

Fund management has the primary responsibility to establish and maintain systems
for accounting, reporting and internal control.

The independent auditors have the primary responsibility to plan and implement
an audit, with proper consideration given to the accounting, reporting and
internal controls. The independent auditors are ultimately accountable to the
Board and Audit Committee. It is the ultimate responsibility of the Board and
the Audit Committee for selection, evaluation and replacement of the independent
auditors.

15
19

In carrying out its responsibilities the Audit Committee believes its policies
and procedures should remain flexible, in order to react to changing conditions
and requirements applicable to the Funds.

The Audit Committee is responsible for the following:

Fund Financial Statements:

1. Reviewing the annual audited financial statements with Fund management
including major issues regarding accounting and auditing principles
and practices.

2. Requiring the independent auditors to deliver to the Chairman of the
Committee a timely report on any issues relating to the significant
accounting policies, management judgements and accounting estimates or
other matters that would need to be communicated under SAS 61, that
arise during the auditor's review of the Fund's financial statements,
which information shall be further communicated by the Chairman to the
other members of the Committee, as deemed necessary or appropriate in
the judgment of the Chairman.

With respect to the independent auditors:

3. Receiving periodic reports (including a formal written statement
delineating all relationships between the auditors and the Funds) from
the firms of independent auditors regarding their independence, their
membership in the SEC practice section of the AICPA and their
compliance with all applicable requirements for independence and peer
review, and discussing such reports with the auditors.

4. Reviewing and recommending to the Directors/Trustees the independent
auditors to be selected to audit the annual financial statements of
the Funds.

5. Meeting with the independent auditors and Fund management to review
the scope and fees of the proposed audits for the current year and the
audit procedures to be utilized. At the conclusion of the audit,
reviewing such audit results, including any comments or
recommendations of the independent auditors, any significant changes
required from the originally planned audit programs and any
adjustments to such statements recommended by the auditors.

6. Providing sufficient opportunity at all meetings of the Audit
Committee for the independent auditors to meet with the members of the
Audit Committee without members of Fund management being present.

With respect to any internal auditor:

7. Reviewing the internal audit function as it relates to the Funds
including the proposed programs for the coming year. It is not the
obligation or responsibility of the Audit Committee to confirm the
independence of any Nuveen internal auditors performing services
relating to the Funds or to approve any termination or replacement of
the Nuveen Manager of Internal Audit.

16
20

8. Receiving a summary of findings from any completed internal audits
pertaining to the Funds and a progress report on the proposed internal
audit plan for the Funds, with explanations for significant deviations
from the original plan.

Other responsibilities:

9. Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related to the
Funds.

10. Reviewing with the independent auditors, with any internal auditor and
with Fund management, the adequacy and effectiveness of the accounting
and financial controls of the Funds, and elicit any recommendations
for the improvement of internal control procedures or particular areas
where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of such internal
controls to expose payments, transactions or procedures which might be
deemed illegal or otherwise improper.

11. Reviewing the reports of examinations by regulatory authorities.

12. Reporting to the Directors/Trustees on the results of the activities
of the Committee.

13. Performing any special reviews, investigations or oversight
responsibilities requested by the Directors/Trustees.

14. With respect to the Exchange-Traded Funds, preparing any report
required by the rules of the SEC to be included in a proxy statement
for a fund.

15. Reviewing and reassessing annually the adequacy of this charter and
providing a recommendation to the Board of Directors/Trustees for
approval of any proposed changes deemed necessary or advisable by the
Committee.

Although the Audit Committee shall have the authority and responsibilities set
forth in this Charter, it is not the responsibility of the Audit Committee to
plan or conduct audits or to determine that the Funds' financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.

17
21

[NUVEEN INVESTMENTS LOGO]

Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606-1286

(800) 257-8787

www.nuveen.com NAZ1001
22

[NUVEEN LOGO] NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INVESTMENTS
ANNUAL MEETING OF SHAREHOLDERS
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 COMMON STOCK

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
OCTOBER 24, 2001

The annual meeting of shareholders will be held Wednesday, October
24, 2001, at 11:00 a.m. Central Time, in the 31st Floor Conference
Room of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois.
At this meeting, you will be asked to vote on the proposal described
in the proxy statement attached. The undersigned hereby appoints
Timothy R. Schwertfeger, Larry W. Martin and Gifford R. Zimmerman,
and each of them, with full power of substitution, proxies for the
undersigned to represent and vote the shares of the undersigned at
the annual meeting of shareholders to be held on October 24, 2001, or
any adjournment or adjournments thereof.

You are encouraged to specify your choice by marking the
appropriate box. If you do not mark any box, your proxy will
be voted "FOR" the proposal. Please mark, sign, date and
return this proxy card promptly using the enclosed envelope if
you are not voting by telephone or over the Internet. To vote
by telephone, please call (800) 690-6903. To vote over the
Internet, go to www.proxyvote.com. In either case you will be
asked to enter the control number on the right hand side of
this proxy card.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 1 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

------------------------------------------------------------------------------------------------------------------------------------
NUVEEN OH QUALITY INCOME MUNICIPAL FUND, INC.
Common Stock

Vote On Proposal For Withhold For All To withhold authority to vote, mark
All All Except "For All Except" and write the
nominee's number on the line below.
ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ]
01) Robert P. Bremner
02) Lawrence H. Brown
03) Anne E. Impellizzeri
04) Peter R. Sawers
05) Judith M. Stockdale

WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN
YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE
COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE (800) 690-6903 OR
OVER THE INTERNET (www.proxyvote.com).

In their discretion, the proxies are authorized to vote upon such other business as
may properly come before the annual meeting.

The shares to which this proxy relates will be voted as specified. If no
specification is made, such shares will be voted "FOR" the election of nominees to
the Board and "FOR" the proposal set forth on this proxy.

Please be sure to sign and date this proxy if you are not voting by telephone or
over the Internet.

NOTE: Please sign your name exactly as it appears on this proxy. If shares are held
jointly, each holder must sign the proxy. If you are signing on behalf of an
estate, trust, or corporation, please state your title or capacity.

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

------------------------------------------ -----------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

[NUVEEN LOGO] NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INVESTMENTS
ANNUAL MEETING OF SHAREHOLDERS
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
SERIES M
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
OCTOBER 24, 2001

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NUNEW 2 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

------------------------------------------------------------------------------------------------------------------------------------
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
SERIES M Preferred Stock

Vote On Proposal For Withhold For All To withhold authority to vote, mark "For
All All Except All Except" and write the nominee's
number on the line below.

ELECTION OF NOMINEES TO THE BOARD [ ] [ ] [ ]
01) Robert P. Bremner
02) Lawrence H. Brown
03) Anne E. Impellizzeri
04) Peter R. Sawers
05) Judith M. Stockdale
06) William J. Schneider
07) Timothy R. Schwertfeger

WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR
VOTE WILL BE COUNTED. AS AN ALTERNATIVE, PLEASE CONSIDER VOTING BY TELEPHONE
(800) 690-6903 OR OVER THE INTERNET (www.proxyvote.com).

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting.

The shares to which this proxy relates will be voted as specified. If no
specification is made, such shares will be voted "FOR" the election of
nominees to the Board and "FOR" the proposal set forth on this proxy.

Please be sure to sign and date this proxy if you are not voting by
telephone or over the Internet.

NOTE: Please sign your name exactly as it appears on this proxy. If shares
are held jointly, each holder must sign the proxy. If you are signing on
behalf of an estate, trust, or corporation, please state your title or
capacity.

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

------------------------------------------ -----------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

[NUVEEN LOGO] NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INVESTMENTS
ANNUAL MEETING OF SHAREHOLDERS
333 WEST WACKER DRIVE
CHICAGO, IL 60606-1256 MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
SERIES TH
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS,
OCTOBER 24, 2001