TABLE OF CONTENTS

Items to be
voted on
 
  Chairman's Letter and Notice of Annual Meeting of Shareholders
  Notice of Annual Meeting of Shareholders
 

Proxies and Voting at the Meeting

 

How to Vote
Revocation of Proxies
Vote Required

Expenses of Solicitation
Voting Results

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Item 1-Election of Directors
 

Board Membership and Director Independence

  Committee Membership
 

Director Compensation

 

2003 Audit Committee Report

 

Independent Auditors Fees Report

 

Corporate Governance Principles

 

Security Ownership of Directors and Executive Officers

 

Security Ownership of More than 5% Shareholders

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Compensation of Executive Officers

 

Compensation Committee Report on Executive Compensation
Performance Graph
Summary Compensation Table
Option Grants in Last Fiscal Year
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Long-Term Incentive Plans-Awards in Last Fiscal Year
Pension Plans
Termination of Employment Arrangements
Related-Party Transactions

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Item 2-Management Proposal to Approve Amendments to Certificate of Incorporation and By-Laws to Eliminate Certain Supermajority Vote Requirements
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Item 3-Advisory Vote on Appointment of Deloitte & Touche LLP as Independent Auditors

  Shareholder Proposals
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Item 4-Shareholder Proposal on Military Contracts

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Item 5-Shareholder Proposal on Human Rights Policies

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Item 6-Shareholders Proposal on Declassification of the Board of Directors

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Item 7-Shareholder Proposal on Simple Majority Vote

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Item 8-Shareholder Proposal on Severance Agreements

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Item 9-Shareholder Proposal on Retention of Stock Obtained Through Stock Options

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Item 10-Shareholder Proposal on Pension Plans

  General Information
 

     List of Shareholders of Record
     Delivery of Proxy Materials and Annual Report

 

     Annual Report on Form 10-K
     Submission of Shareholder Proposals for 2005

       Contacting the Board of Directors
  Appendix A-Proposed Amendments to Restated Certificate of Incorporation and By-Laws
  Appendix B-Audit Committee Charter
  Directions and Map

 

 

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