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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