2004 Proxy Statement
The complete proxy has been divided into three segments for easier online viewing and printing.
Segment 1 of the Proxy contains the following information:
Table of Contents ABOUT THE MEETING EXPLANATORY NOTE CORPORATE GOVERNANCE Corporate Governance Guidelines Director Independence Director Qualifications Under Our Guidelines Audit Committee Financial Expert Codes of Conduct Chairman of the Board Lead Director Contacting the Board Stock Ownership PROPOSAL 1: ELECTION OF DIRECTORS Director Nomination Process Nominees for Election Directors Appointed by the President of the United States Meetings of the Board and Committees Board Compensation Compensation Committee Interlocks and Insider Participation Transactions with Institutions Related to Directors Legal Proceedings Indemnification and Other Reimbursements of Directors, Officers and Employees AUDIT COMMITTEE REPORT EXECUTIVE COMPENSATION REPORT
Segment 2 of the Proxy contains the following information:
EXECUTIVE COMPENSATION Compensation Tables Stock Performance Graph Executive Deferred Compensation Plan Pension Plan, Excess Benefit Plan and Supplemental Executive Retirement Plan Employment Agreements PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS Change in Independent Auditors Description of Fees Approval of Independent Auditor Services and Fees PROPOSAL 3: APPROVAL OF 2004 STOCK COMPENSATION PLAN General Reasons for Stockholder Approval Accounting Treatment of the 2004 Plan Restriction on Repricing Description of the 2004 Plan Federal Income Tax Consequences New Plan Benefits Under the 2004 Plan Vote Required for Approval PROPOSAL 4: APPROVAL OF AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN Overview of the Purchase Plan Accounting Treatment of the Purchase Plan Summary of Terms of the Purchase Plan Federal Income Tax Consequences New Plan Benefits Under the Purchase Plan Vote Required for Approval
Segment 3 of the Report contains the following information:
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS OTHER PROPOSED ACTIONS AVAILABILITY OF ANNUAL REPORT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING STOCKHOLDER PROPOSALS AND NOMINATIONS FOR NEXT ANNUAL MEETING OF STOCKHOLDERS SOLICITATION BY BOARD; EXPENSES OF SOLICITATION Appendix A, Corporate Governance Guidelines Appendix B, Audit Committee Charter Appendix C, 2004 Stock Compensation Plan Appendix D, Amended and Restated Employee Stock Purchase Plan