ITEM 1-ELECTION OF DIRECTORS

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Our Board of Directors currently has 11 members. Each member, except for Mr. Golub, is standing for re-election, to hold office until the next Annual Meeting of Shareholders. 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. On November 28, 2000, Drew Lewis resigned from the Board of Directors, and on March 7, 2001, Robert Crandall resigned from the Board of Directors.

The Board has appointed Gary L. Crittenden, 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 10 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 52
Chairman and Chief Executive Officer, XO Communications, Inc., a company that provides high-quality broad-band communications services to businesses over fiber optic facilities, September 1999 to present. Chairman, Nextel International, Inc., an international digital wireless communications company, February 2001 to present. Chairman and Chief Executive Officer, Nextel Communications, Inc., March 1996 to August 1999. Member, Board of Directors, Nextel Communications, Inc., and AOL-Time Warner, Inc.
EDWIN L. ARTZT	Director since 1994	Age 70
Retired Chairman of the Board and Chief Executive Officer of The Procter & Gamble Company, a worldwide consumer products company. 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 the LPGA. Member, The Business Council.
WILLIAM G. BOWEN	Director since 1988	Age 67
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 Overseers, TIAA-CREF. Chairman, JSTOR.
KENNETH I. CHENAULT	Director since 1997	Age 49
Chief Executive Officer, American Express Company, January 2001 to present. President and Chief Operating Officer, February 1997 to January 2001. Vice Chairman, January 1995 to February 1997. 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, The Business Round Table and The Business Council.
BEVERLY SILLS GREENOUGH	Director since 1990	Age 71
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, Human Genome Sciences, Inc. and Lincoln Center Theater. Member, Board of Trustees, Hospital for Special Surgery and Chairman, National Society for Multiple Sclerosis.
F. ROSS JOHNSON	Director since 1986	Age 69
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 65
Senior Managing Director, Lazard Inc., 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., Clear Channel Inc., Dow Jones & Company, Inc., FirstMark Communications International LLC, J.C. Penney Company Inc., Revlon Group, Inc., Ryder Systems, Inc., Sara Lee Corporation and Xerox Corporation. Trustee, Howard University.
JAN LESCHLY	Director since 1997	Age 60
Chairman and Chief Executive Officer, Care Capital LLC, a private equity firm, May 2000 to present. Chief Executive and Director, SmithKline Beecham, a company that develops and markets pharmaceuticals and over-the-counter medicines, 1994 to May 2000. Director, Viacom, Inc., The Maersk Group and Ventro Corporation. Chairman, International Tennis Hall of Fame. Member, Advisory Board of Daimler Chrysler. Member, Emory University Business School Dean’s Advisory Council and The Business Council.
RICHARD A. MCGINN	Director since 1998	Age 54
Former Chairman and Chief Executive Officer, Lucent Technologies, Inc., a company that develops and manufactures communications systems and software, Chairman and Chief Executive Officer, 1996 to October 2000. 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 65
Former Chairman and Chief Executive Officer, The Dow Chemical Company, a company that produces chemicals and chemical products; Chairman of the Board, 1995 to November 2000; Chief Executive Officer, 1987 to 1995. Director, Qwest Communications International Inc., United Technologies Corp., Chemical Financial Corporation, Shintech, Inc. and Michigan Molecular Institute. Director Emeritus, Indiana University Foundation. Member, American Chemical Society and The Business Council.

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