Exercise Price of New Options. All new options will be granted with an exercise price equal to the average of the high and low trading prices of our common stock on August 26, 2002 or thereafter on the first business day that is at least six months and one day after the cancellation of the old options.

Vesting of New Options. All of the new options will have the same vesting terms as the surrendered options they replace. Consequently, any surrendered options that will have vested prior to the new grant date will be replace with new options that are vested.

Term of New Options. Each new option will have a term equal to the remaining term of the surrendered options it replaces.

Other Terms and Conditions of New Options. All of the other terms and conditions of the new options will generally be identical to the surrendered options they replace.

Implementation of the Stock Option Exchange Program. Your Board of Directors authorized the Stock Option Exchange Program in November, 2001, upon the recommendation of its Executive Compensation and Development Committee, subject to your approval. If you approve the program, immediately after the meeting eligible employees will be offered the opportunity to participate in the program under an Offer of Exchange filed with the Securities and Exchange Commission and distributed to all eligible employees. Employees will be given a short election period in which to accept the offer of the new options in exchange for the surrender of all their existing options. For those employees who choose to participate in the program, all of their current options will be cancelled on the last day of this election period. The new options will be granted on August 26, 2002, or thereafter, on the first business day that is at least six months and one day after the cancellation of the old options.

Stock Appreciation Rights. We grant stock appreciation rights (SARs) in those countries where the grant of stock options is either illegal or impractical. These SARs will be eligible for the Stock Option Exchange Program on essentially the same terms and conditions as described above for stock options.

Accounting Treatment. We have structured the program to comply with Financial Standards Accounting Board guidelines so that the Company will receive the same accounting treatment for the new options as it does for its current options. In other words, the program has been designed so that we will avoid any variable accounting compensation charges against our earnings.

U.S. Federal Income Tax Consequences. The exchange should be treated as a non-taxable exchange and no income for U.S. federal income tax purposes should be recognized by the employees or the Company upon the grant of the new options.