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58
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to directors is hereby incorporated by reference to the
material appearing in the Companys definitive proxy statement filed in connection with the annual shareholders
meeting to be held on May 6, 2004 (the Proxy Statement) under the caption Election of Directors. Information
required by this item with respect to executive officers is provided in Item 4A of this report. See Executive
Officers of the Company.
The information required by this item with respect to audit committee financial expert is hereby
incorporated by reference to the material appearing in the Companys definitive proxy statement filed in connection
with the annual shareholders meeting to be held on May 6, 2004 (the Proxy Statement) under the caption
Election of Directors  Directors and Committee Meetings.
The information required by this item with respect to the adoption of a code of ethics is hereby
incorporated by reference to the material appearing in the Companys definitive proxy statement filed in connection
with the annual shareholders meeting to be held on May 6, 2004 (the Proxy Statement) under the caption
Election of Directors  Directors and Committee Meetings. The code of ethics adopted by senior management is
filed herewith as Exhibit 14.
ITEM 11. Executive Compensation
The information required by this item is hereby incorporated by reference to the material appearing in the
Proxy Statement under the captions Compensation and Compensation Committee Interlocks and Insider
Participation.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
The information required by this item is hereby incorporated by reference to the material appearing in the
Proxy Statement under the captions Election of Directors  Security Ownership of Certain Beneficial Owners and
Security Ownership of Management.
The following table sets forth information as of December 31, 2003 on the Companys equity
compensation plans:
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
Weighted
average exercise
price of
outstanding
options, warrants
and rights
Number of securities
remaining available
for future issuance
under equity
compensation plans
Equity compensation plans approved
by security holders
3,054,450
$27.15
4,223,207
Equity compensation plans not
approved by security holders
34,168
$26.35
236,669
The outstanding options granted under plans not approved by the Companys shareholders were granted
under the Companys 2001 Non-Executive/Non-Director Plan, which does not allow participation by the Companys
executive officers and directors. The principal terms of this plan are as follows: (1) 500,000 shares of common
stock were authorized for grant, (2) this plan is administered by the Equity Awards Committee, except that grants in