PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

Unless otherwise directed by the Shareholders, proxies will be voted for ratification of the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP, Certified Public Accountants, as independent accountants for the year 2004. PricewaterhouseCoopers LLP began auditing the accounts of the Company in 1989. If the appointment of PricewaterhouseCoopers LLP is not ratified by the Shareholders, the Audit Committee will reconsider its appointment. A member of the firm will be present at the Annual Meeting to answer appropriate questions and to make a statement if he or she desires.

In 2003, the Company amended its previous policy regarding the provision by the Company’s independent accountants of audit and non-audit services and the corresponding fees, and the procedures for approval of such services and fees, to: (i) strictly disallow any service that would be a prohibited service; (ii) allow audit, audit-related and tax services only if the particular type of service is on the list of types of services that have been pre-approved by the Audit Committee, specific procedures are followed to ensure appropriate management assessment of such service, the proposed fee is within the overall limit set by the Audit Committee for that category of service, and the Audit Committee is informed on a timely basis of each such service; and (iii) allow other services not within any of the foregoing categories only if each such service and the corresponding fee is approved in advance by the Audit Committee or by one or more members of the Audit Committee.

Audit Fees

The aggregate fees, including out-of-pocket expenses, for audit services rendered by PricewaterhouseCoopers LLP, including but not limited to the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2003 and December 31, 2002, and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for those fiscal years, comfort letters, and services to assist in the preparation for the internal control review required by Section 404 of the Sarbanes-Oxley Act of 2002 were approximately $4.9 million and $4.1 million, respectively.

Audit-Related Fees

The aggregate fees, including out-of-pocket expenses, for audit-related services rendered by PricewaterhouseCoopers LLP during the fiscal years 2003 and 2002 were approximately $.4 million and $.09 million, respectively. The audit-related services provided by PricewaterhouseCoopers LLP during those years included such services as accounting due diligence and audits of international pension plans and domestic employee benefit plans.

Tax Fees

The aggregate fees, including out-of-pocket expenses, for tax services rendered by PricewaterhouseCoopers LLP during the fiscal years 2003 and 2002 were approximately $1.5 million and $1.4 million, respectively. The tax services provided by PricewaterhouseCoopers during those years included such services as expatriate tax services, tax advice regarding possible transactions and projects, domestic and international tax planning and tax compliance.

All Other Fees

The aggregate fees, including out-of-pocket expenses, for other services, not included in any of the foregoing categories, rendered by PricewaterhouseCoopers LLP during the fiscal years 2003 and 2002 were approximately $.02 million and $.04 million, respectively. These other services provided by PricewaterhouseCoopers during 2003 and 2002 included such services as certifications and other reviews of information required by local regulations outside the United States, official transmission of financial information to government authorities outside the United States, and a subscription to on-line accounting reference material.

Your Board of Directors recommends that you vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for the year 2004.

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PROPOSAL 3—AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION TO INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors proposes and recommends the approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from the 800,000,000 shares, par value $.25 per share, presently authorized to 1,500,000,000 shares. Accordingly, the Board of Directors proposes to amend the first paragraph of Article III of the Company’s Restated Certificate of Incorporation to read in its entirety as follows:

“ARTICLE III: The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is 1,525,000,000 shares, divided into two classes consisting of 1,500,000,000 shares of Common Stock, par value $.25 per share (the “Common Stock”), and 25,000,000 shares of Preferred Stock, par value $1.00 per share (the “Preferred Stock”).”

No change is proposed to the number of authorized shares of Preferred Stock. If the proposed amendment is adopted, the Company intends to file a Certificate of Amendment to the Restated Certificate of Incorporation on or about May 7, 2004.

The Board of Directors has approved a two-for-one stock split in the form of a stock dividend of one share of Common Stock for each share of Common Stock issued and outstanding or held in the Company’s treasury, contingent on the shareholders’ approval of the proposed increase in the number of authorized shares of our Common Stock. We are proposing the increase in the number of authorized shares of our Common Stock because we do not have a sufficient quantity of shares of Common Stock available for issuance (calculated as the number of authorized shares minus the total number of shares that are issued and outstanding, held in treasury or reserved for issuance) to be able to effect the two-for-one stock split and still have an adequate amount of shares available for issuance for other possible needs of the Company. If the shareholders do not approve the proposed increase in the number of authorized shares of our Common Stock, the proposed stock split will not occur. If the shareholders do approve the increase in the number of authorized shares of our Common Stock, the stock split will occur shortly after the Annual Meeting of Shareholders, following the record date for the stock split of May 17, 2004.

The additional shares of our Common Stock for which authorization is sought would have the same par value and the same voting rights and rights to dividends and other distributions and will be identical in all respects to the shares of our Common Stock now authorized. The proposed amendment would not change the terms of our Common Stock nor would it affect the rights of the holders of currently issued and outstanding shares of our Common Stock. The current holders of our Common Stock do not have any preemptive rights and, accordingly, would not have any preferential rights to purchase any of the additional shares of Common Stock when those shares are issued. If this proposal is approved, the additional shares of our Common Stock may be issued from time to time upon authorization of our Board of Directors, without further approval by our shareholders, unless otherwise required by applicable law, and for the consideration that our Board of Directors may determine is appropriate and as may be permitted by applicable law. The authorization of the additional shares of our Common Stock sought by this proposal would not have any immediately dilutive effect on the proportionate voting power or other rights of our existing shareholders. To the extent that the additional authorized shares of our Common Stock are issued in the future, however, they may decrease the existing shareholders’ percentage equity ownership and, depending on the price at which they are issued, could be dilutive to the existing shareholders.

The Board of Directors believes that the increase in the number of authorized shares of our Common Stock is desirable to provide the Company with the flexibility to act promptly in the future with respect to corporate opportunities as they arise, without the delay and expense associated with holding a special meeting of shareholders, to the extent permitted by applicable law, to obtain shareholder approval each time such an opportunity arises that would require the issuance of shares of our Common Stock. The additional shares of Common Stock proposed to be authorized for issuance will be available for the stock split that has been approved by the Board of Directors and, in the discretion of the Board of Directors, for any possible future stock splits or

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stock dividends, financing activities including issuance of convertible debt and sales of equity securities to raise capital, acquisitions or asset purchases, strategic relationships with corporate partners, stock incentives for our employees and directors, and other corporate purposes. Other than the two-for-one stock split that has been approved by the Board of Directors, no specific event is now contemplated that would result in the issuance of shares, nor does the Company have any plans, arrangements or understandings with respect to the issuance of the additional authorized shares of our Common Stock.

As of December 31, 2003, of the 800,000,000 shares of Common Stock presently authorized, a total of 235,298,430 shares were issued and outstanding, 125,828,622 shares were held in the Company’s treasury, and 17,984,426 shares were reserved for issuance for stock incentives under existing employee and director benefit plans.

The affirmative vote of holders of a majority of the outstanding shares of Common Stock authorized to vote on this proposal is required for adoption of the proposed amendment to the Restated Certificate of Incorporation. Abstentions and broker non-votes will have the same effect as a vote against this proposal.

The Board of Directors believes that the decision to split the stock shows the confidence of the Company’s management and of its Board of Directors in the long-term prospects of the Company. The Board also believes that the stock split, which is dependent on the shareholders’ approval of the increase in the number of authorized shares of our Common Stock, would contribute to a broadening of the shareholder base and improve market liquidity for the Company’s Common Stock. For the reasons described above, the Board of Directors believes that the proposed increase in the number of authorized shares of our Common Stock and the stock split are in the best interest of the Company and its shareholders.

Your Board of Directors recommends that you vote FOR Proposal 3

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