TABLE OF CONTENTS

Chairman's Letter and Notice of Meeting

General Information for Shareholders

Outstanding Securities

Attendance at the Annual Meeting

Voting at the Annual Meeting or by Proxy

Voting by Telephone or the Internet

Voting by Participants in Employee Plans

Receiving Proxy Materials on the Internet

Vote Required and Method of Counting Votes

Confidential Voting Policy

Expenses of Solicitation

Independent Auditors

Proposal 1: Election of Directors

Nominees

Continuing Directors

Compensation of Directors

Retirement Policy

Committees of the Board of Directors

Board and Committee Meetings

Related Party Transactions

Section 16(a) Beneficial Ownership Reporting Compliance

Stock Ownership

Executive Compensation

Summary Compensation Table

Option Grants in 1998

Aggregated Option/SAR Exercises in 1998 and Year-End Option/SAR Values

Long-Term Incentive Plans -- Awards in 1998

Pension Plans

Employment Contracts and Termination of Employment Arrangements

Compensation Committee Report on Executive Compensation

Performance Graph

Proposal 2: Shareholder Proposal on Criteria for Military Contracts

Proposal 3: Shareholder Proposal on Doing Business in and With China

Proposal 4: Shareholder Proposal on Cumulative Voting

Proposal 5: Shareholder Proposal on Independent Lead Director

Proposal 6: Shareholder Proposal on Annual Election of the Entire Board

Annual Report and Form 10-K

Shareholder Proposals for 2000

Map and Directions to the Annual Meeting

Previous | Next