Item 1 - Election of Directors

	Item 1 - Election of Directors
	Item 2 - Proposal to Amend Restated Certificate of Incorporation to Permit 3-for-1 Stock Split
	Item 3 - Proposal to Amend 1993 Directors Stock Option Plan
	Item 4 - Ratification of Auditors
	Item 5 - Shareholder Proposal

ITEM 1— ELECTION OF DIRECTORS
Our Board of Directors currently has 14 members. Each member is standing for re-election, to hold office until the next Annual Meeting of Shareholders, except for Mrs. Armstrong who is retiring from the Board of Directors in April 2000. If during the year a Director resigns or retires, the Board of Directors, with input from the Committee on Directors, may elect another Director as a replacement. The Board may add new members during the year based on a number of factors, such as the size of the Board and the Board’s desire to add fresh perspectives or expertise.
The Board has appointed Richard K. Goeltz, Stephen P. Norman and Louise M. Parent as the proxy committee who will vote your shares on your behalf. Their names appear on the proxy card. These individuals intend to vote for the election of each of the 13 nominees unless you indicate on the proxy card or voting instructions that your vote is withheld from any or all of the nominees. The telephone and Internet voting procedures will include instructions on how to withhold your vote from any or all nominees. We expect that each nominee will be able to serve if elected as a Director. However, if any nominee is not able to serve, the persons named as proxies may vote for another person.
The Board of Directors recommends a vote FOR the election of these nominees as Directors.
We describe below the principal occupation (in italics) and other information about our nominees.

DANIEL F. AKERSON Director since 1995 Age 51

Chairman and Chief Executive Officer, Nextlink, a company that operates high capacity local and long haul fiber optic networks in major markets in the U.S., September 1999 to present. Chairman, Nextel Communications, Inc., a domestic and international digital wireless communications company, March 1996 to present and Chairman and Chief Executive Officer, March 1996 to August 1999. General Partner, Forstmann Little & Co., an investment banking firm, 1994 to March 1996. Member, Board of Directors, America Online, Incorporated.

EDWIN L. ARTZT Director since 1994 Age 69

Former Chairman of the Board and Chief Executive Officer of The Procter & Gamble Company, a worldwide consumer products company, September 1999 to present. Chairman of the Executive Committee, 1995 to September 1999, Chairman of the Board and Chief Executive, 1990 to 1995. Chairman of the Board, Spalding Holdings Corp. Director, Delta Air Lines, Inc., Evenflo Co. and GTE Corporation. Member, The Business Council.

WILLIAM G. BOWEN Director since 1988 Age 66

President, The Andrew W. Mellon Foundation, a not-for-profit corporation engaged in philanthropy, 1988 to present. Former President, Princeton University. Director, Merck, Inc. Member, Board of Trustees, Denison University. Member, Board of Overseers, TIAA-CREF. Chairman, JSTOR.

KENNETH I. CHENAULT Director since 1997 Age 48

President and Chief Operating Officer, American Express Company and Chief Executive Officer, American Express Travel Related Services Company, Inc., February 1997 to present. Vice Chairman of American Express Company, January 1995 to February 1997. President—USA, American Express Travel Related Services Company, Inc., 1993 to 1995. Director, American Express Bank, Ltd., International Business Machines Corporation, the National Collegiate Athletic Association and the Arthur Ashe Institute for Urban Health. Trustee, Mount Sinai NYU Health. Member, Council on Foreign Relations.

ROBERT L. CRANDALL Director since 1999 Age 64

Former Chairman and Chief Executive Officer, AMR Corp. and American Airlines, Inc., a company engaged in air transportation, information systems and diversified services, May 1998 to present. Chairman and Chief Executive Officer, AMR Corp. and American Airlines, Inc., 1985 to 1998. Chairman, The Sabre Group Holdings, Inc., 1985 to 1998. Director, Halliburton Company, MediaOne Group, Inc., Celestica Inc., Anixter, Inc. and AMFM Inc.

HARVEY GOLUB Director since 1990 Age 60

Chairman and Chief Executive Officer, American Express Company, August 1993 to present. Director, American Express Bank Ltd., Campbell Soup Company and Dow Jones & Company, Inc. Director, The New York and Presbyterian Hospitals, Inc. Trustee, Lincoln Center for the Performing Arts. Member, New York City Partnership, New York Chamber of Commerce and Industry, United Way of New York City, President’s Committee on the Arts and the Humanities and The Business Roundtable.

BEVERLY SILLS GREENOUGH Director since 1990 Age 70

Chairman, Lincoln Center for the Performing Arts, 1994 to present. Managing Director, Metropolitan Opera, 1991 to present. Former General Director and President, New York City Opera. Director, Time Warner Inc., Human Genome Sciences, Inc. and Lincoln Center Theater. Member, Board of Trustees, Hospital for Special Surgery and National Society for Multiple Sclerosis.

F. ROSS JOHNSON Director since 1986 Age 68

Chairman and Chief Executive Officer, RJM Group, a management advisory and investment firm, 1989 to present. Director, Power Corporation of Canada, Archer Daniels Midland Company and Gendis, Inc. Former Chairman, Economic Club of New York. Retired Chairman, RJR/Nabisco, Inc.

VERNON E. JORDAN, JR. Director since 1977 Age 64

Senior Managing Director, Lazard Freres & Co., an investment banking firm, January 2000 to present. Of counsel, Akin, Gump, Strauss, Hauer & Feld, L.L.P., attorneys, Washington, D.C. and Dallas, Texas, January 2000 to present and Senior Partner, 1982 to 1999. Director, Callaway Golf Company, Inc., AMFM Inc., Dow Jones & Company, Inc., J.C. Penney Company Inc., Revlon Group, Inc., Ryder Systems, Inc., Sara Lee Corporation, Union Carbide Corporation and Xerox Corporation. Trustee, Howard University.

JAN LESCHLY Director since 1997 Age 59

Chief Executive and Director, SmithKline Beecham PLC, a company that develops and markets pharmaceuticals and over-the-counter medicines, 1994 to present. Director, CBS Corporation, Advisory Board of Daimler Chrysler, British Pharma Group and Pharmaceutical Research and Manufacturers Association. Trustee, National Foundation for Infectious Diseases. Member, Emory University Business School Dean’s Advisory Council and The Business Council.

DREW LEWIS Director since 1986 Age 68

Former Chairman and Chief Executive Officer, Union Pacific Corporation, a transportation company, January 1997 to present. Chairman and Chief Executive Officer, 1987 through December 1996. Director, FPL Group, Inc., Gannett Co., Inc., Millenium Bank and Union Pacific Resources Group Inc.

RICHARD A. MCGINN Director since 1998 Age 53

Chairman, Chief Executive Officer and President, Lucent Technologies, Inc., a company that develops and manufactures communications systems and software, 1996 to present. Executive Vice President of AT&T Corp. and Chief Executive Officer of AT&T Network Systems Group, 1994 to 1996. Director, Oracle Corporation.

FRANK P. POPOFF Director since 1990 Age 64

Chairman of the Board, The Dow Chemical Company, a company that produces chemicals and chemical products, 1992 to present; Chief Executive Officer, 1987 to 1995. Director, U S WEST, Inc., United Technologies Corp., Chemical Financial Corporation and Michigan Molecular Institute. Director Emeritus, Indiana University Foundation. Member, American Chemical Society and The Business Council.

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