1. Election of Directors

Five directors are to be elected by stockholders at the Annual Meeting for three-year terms expiring in 2006. The Board's nominees are Mr. Lawrence A. Bossidy, Dr. Johnnetta B. Cole, Mr. William B. Harrison, Jr., Dr. William N. Kelley and Dr. Heidi G. Miller. All candidates have previously been elected by stockholders. Mr. Niall FitzGerald and Dr. Edward M. Scolnick resigned from the Board effective October 18, 2002 and December 31, 2002, respectively. After the election of five directors at the Annual Meeting, the Company will have eleven directors, including the six continuing directors whose present terms extend beyond the meeting. Information on the nominees and continuing directors follows.