PROPOSAL 4





PROPOSED AMENDMENT TO OUR CERTIFICATE OF INCORPORATION




Our Board of Directors has adopted, subject to stockholder approval, an
amendment and restatement of our Certificate of Incorporation attached as
Appendix D to increase the authorized number of shares of common stock from
900,000,000 shares to 1,790,000,000 shares.


The additional shares of common stock would have rights identical to the
currently outstanding common stock. Adoption of the proposed amendment and any
issuance of the common stock would not affect the rights of the holders of
currently outstanding common stock, except for effects incidental to increasing
the outstanding number of shares of the common stock, such as dilution of the
earnings per share and voting rights of current holders of common stock. In
addition to the 657,360,256 shares of common stock outstanding at April 30,
2004, we have reserved 114,373,019 shares for issuance upon the exercise of
options and rights granted or to be granted under our stock option and stock
purchase plans.


Our Certificate of Incorporation also authorizes 10,000,000 shares of
preferred stock. There are no outstanding shares of preferred stock, and this
amendment would not change the number of authorized shares of preferred stock.


If this amendment to increase the authorized number of shares of common
stock is approved by the stockholders, it will become effective when we file the
Amended and Restated Certificate of Incorporation with the Secretary of State of
the State of Delaware.


In May 2000 and again in August 2003, we effected two-for-one stock splits
in the form of a stock dividend. These stock splits used a substantial portion
of the currently authorized 900,000,000 shares of common stock. Without
increasing the number of authorized but unissued shares of common stock, we will
be unable to effect any stock splits in the form of a stock dividend in the



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future. We believe that it is advisable and in the best interests of the
stockholders to have available additional authorized but unissued shares of
common stock in an amount adequate to provide for our future needs. We currently
have no specific plans to issue the additional shares of common stock that would
be authorized by this proposal. However, these shares will provide additional
flexibility to use our capital stock for business and financial purposes in the
future. The additional shares may be used for various purposes, including
similar stock dividends and the following:


•  raising capital;


•  providing equity incentives to employees, officers, or directors;


•  establishing strategic relationships with other companies; and


•  expanding our business or product lines through the acquisition of other
businesses or products.


We could also use the additional shares of common stock to oppose a hostile
takeover attempt or delay or prevent changes in control or management. For
example, without further stockholder approval, we could adopt a "poison pill"
that would, under certain circumstances related to an acquisition of shares that
we did not approve, give certain holders the right to acquire additional shares
of common stock at a low price. We also could strategically sell shares of
common stock in a private transaction to purchasers who would oppose a takeover
or favor the current Board. This proposal to increase the authorized number of
shares of common stock has been prompted by business and financial
considerations, and not by the threat of any hostile takeover attempt (nor are
we currently aware of any such attempts directed at us). However, you should be
aware that approval of this proposal could facilitate future efforts to prevent
changes in control of the Board, including transactions in which you might
otherwise receive a premium for your shares over then current market prices.


The affirmative vote of the holders of a majority of the shares of common
stock will be required to approve these amendments to our Certificate of
Incorporation. As a result, abstentions and broker non-votes will have the same
effect as negative votes.




THE BOARD OF DIRECTORS RECOMMENDS






A VOTE IN FAVOR OF PROPOSAL 4.





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