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Notice of 2005 Annual Meeting of Shareholders and Proxy Statement

Monday, May 2, 2005
10:00 a.m., Central
The Renaissance Chicago Hotel
One West Wacker Drive
Chicago, Illinois

2004 Annual Report and the 2005 Proxy Statement are also available as Adobe Acrobat files. If you do not have Acrobat Reader version 5.0 or later, it is available FREE from Adobe.

Dear Shareholder:

I am pleased to invite you to attend the Company's 2005 Annual Meeting of Shareholders, which will be held on Monday, May 2, 2005, beginning at 10:00 a.m., Central time, in Chicago, Illinois. We will meet in the Grand Ballroom of the Renaissance Chicago Hotel, which is located at One West Wacker Drive in Chicago. Activities at the Annual Meeting will be limited to the items of business listed in the Notice of Annual Meeting of Shareholders. The following items of business will be presented:

  1. 1. election of four directors;
  2. 2. advisory vote on the appointment of the Company's independent auditors; and
  3. 3. advisory vote on the appointment of the Company's independent auditors; and
  4. 4. vote on seven shareholder proposals, if they are presented.

Your Board of Directors recommends a vote for the election of the nominees for director and the advisory vote on the appointment of the Company's independent auditors. The Board recommends a vote against each of the shareholder proposals. We will also report on the activities of the Company. You will have an opportunity to submit questions or comments on matters of interest to shareholders generally.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, I urge you to complete the accompanying proxy card and return it promptly.

Very truly yours,

Platt signature

Lewis E. Platt

Non-Executive Chairman of the Board

REQUEST ELECTRONIC DELIVERY OF PROXY DOCUMENTS. Shareholders may elect to receive future distributions of proxy statements and annual reports by e-mail. To take advantage of this service, please see your proxy card and Delivery of Proxy Materials and Annual Report of this proxy statement for further information.