Q:  What am I voting on?

A:  You are voting on three proposals:

1. Election of four Class II directors for a term of three years:
   

   William W. Bradley

   
   

   Alice F. Emerson

   
   

   Hector de J. Ruiz

   
   

   Laura D’Andrea Tyson

   
   

2. Ratification of election of PricewaterhouseCoopers LLP as independent accountants.
3. Amendment to 2000 Management Variable Compensation Plan.

Q:  What are the voting recommendations of the Board?

A:    The Board recommends the following votes:

• FOR each of the directors.
• FOR ratification of election of PricewaterhouseCoopers LLP as independent accountants.
• FOR amendment to 2000 Management Variable Compensation Plan.

Q:  Will any other matters be voted on?

A:     We are not aware of any other matters that you will be asked to vote on at the Meeting. If any other matter is properly brought before the Meeting, Daniel A. Carp and Joyce P. Haag, acting as your proxies, will vote for you in their discretion. New Jersey law (under which the Company is incorporated) requires that you be given notice of all matters to be voted on, other than procedural matters such as adjournment of the Meeting.