Maximum Amounts
The maximum number of shares of common stock that may be awarded to any one participant in a single calendar year in the form of stock awards, performance units or performance shares is 75,000.

The maximum award payable to any one participant under the Performance Stock Program for a performance cycle is 75,000 shares of common stock.

Summary of the Plan
A summary of the Plan appears below. This summary is qualified in its entirety by reference to the text of the Plan. The Company will send, without charge, a copy of the Plan to any shareholder who requests a copy.

Purpose
The purpose of the Plan is to motivate selected employees of the Company and its subsidiaries to put forth maximum efforts toward the continued growth, profitability and success of the Company and its subsidiaries.

Term
The Plan became effective on January 1, 2000. Awards may not be granted under the Plan after January 18, 2005; except that the Committee may grant awards after this date in recognition of performance for performance cycles commencing prior to this date.

Administration
The Executive Compensation and Development Committee, or another committee designated by the Board of Directors (the “Committee”), will administer the Plan.

Eligibility for Participation
The following persons are eligible to participate in the Plan:

• all employees of the Company or any of its 50% or more owned subsidiaries;
• certain foreign nationals who, but for the laws of their countries, would be employees of one of the Company’s subsidiaries; and
• the Company’s directors.

The selection of those participants who receive awards is entirely within the discretion of the Committee. Only the Company’s executives are eligible to participate in the Plan’s Performance Stock Program.

The Committee grants most of the Plan’s awards to the Company’s executives, those who are able to most significantly affect the growth, profitability and success of the Company. There are currently approximately 800 employees in this category.

Types of Awards
The Plan authorizes the grant of:

• non-qualified and incentive stock options,
• stock appreciation rights (“SARs”),
• stock awards, performance shares (which are stock or stock-based awards contingent upon attaining performance objectives during a performance period),
• performance units (which are units valued by reference to criteria chosen by the Committee),
• shares of the Company’s stock under the Plan’s Performance Stock Program, and
• any other award established by the Committee which is consistent with the Plan’s purpose.

Termination and Amendment of the Plan
The Committee may terminate or amend the Plan at any time for any reason or no reason. Without shareholder approval, however, the Committee may not adopt any amendment affecting “covered employees” that requires the vote of the Company’s shareholders under Section 162(m) of the Internal Revenue Code. The Company’s Chief Executive Officer and its four other highest-compensated executive officers are “covered employees.”

Available Shares
Subject to adjustment described below, 22,000,000 shares of the Company’s common stock may be granted under the Plan. As of December 31, 2003, 7,621,562 shares of the Company’s common stock remained available for grant under the Plan.

This number of shares available for grant under the Plan may be adjusted for changes in the Company’s capital structure, such as a stock split. Shares of common stock related to awards which terminate by expiration, forfeiture, cancellation or otherwise without the issuance of shares, or are settled in cash in lieu of common stock, will be available again for grant.

Award Limits
The maximum number of shares of common stock available for awards granted in the form of stock awards, performance units or performance shares (including those issued in the form of performance awards) is 3,500,000. If granted, 1,000,000 of these shares may be awarded only if the Company achieves a specific performance goal. The performance goal is total shareholder return by the Company equal to at least that earned over the same period by a company at the 50th percentile in terms of shareholder return within the Standard & Poor’s 500 Composite Stock Price Index. Fifty percent of the target award will be earned if this performance goal is achieved. One hundred percent of the target award will be earned if total shareholder return for the period equals that of a company at the 60th percentile in terms of shareholder return within the Standard & Poor’s 500 Composite Stock Price Index. The maximum number of shares of common stock that may be awarded to any one participant in a single calendar year in the form of stock awards, performance units or performance shares is 75,000. The maximum number of shares for which stock options may be granted to any one participant for a performance period is 300,000. The maximum number of shares for which SARs may be granted to any one participant for a performance period is 300,000. The maximum award payable to any one participant under the Performance Stock Program for a performance cycle is 75,000 shares of common stock.