No. 4 — Independent Board Chairman

Helen Quirini, 2917 Hamburg Street, Schenectady, New York 12303, has notified us that she or her representative, John Chevedden, intends to present the following proposal at this year’s meeting:

“RESOLVED: Shareholders request that our Board establish a rule (specified in our charter or bylaws if practicable) of separating the roles of our CEO and Board Chairman, so that an independent director who has not served as an executive officer of our Company, serve as our Chairman whenever possible.

“This proposal gives our company an opportunity to follow SEC Staff Legal Bulletin 14C to cure a Chairman’s non-independence. This proposal shall not apply to the extent that compliance would necessarily breach any contractual obligations in effect at the time of the 2007 shareholder meeting.

“The primary purpose of our Chairman and Board of Directors is to protect shareholders’ interests by providing independent oversight of management, including our Chief Executive Officer. Separating the roles of CEO and Chairman can promote greater management accountability to shareholders and lead to a more objective evaluation of our CEO.

“It is important to take one step forward and support this proposal since our 2006 governance standards were not impeccable. For instance in 2006 it was reported (and certain concerns are noted):

• The Corporate Library, http://www.thecorporatelibrary.com/ an independent research firm rated our company:

  “D” in Corporate Governance.

  “High Concern” in Executive Pay.

  “High” in Overall Governance Risk Assessment

• We had no Independent Chairman — Independent oversight concern.
• Cumulative voting was not allowed.
• We had 15 directors — Unwieldy board concern and potential for CEO dominance.
• There were too many active CEOs on our board (10) — Independence concern and CEO over-commitment concern.
• We had 3 insiders on our board — Independence concern.
• One director, Mr. Penske had non-director relationships with our company — Independence concern.

“Additionally:

• Our directors still had a $1 million gift program. Independence concern.
• Our following key directors also served on boards rated D or F by The Corporate Library:
  1. Mr. Warner, our Audit Committee Chairman, served on the Anheuser-Busch (BUD) board rated D.
  2. Mr. Larsen, our Lead Director, served on the Xerox (XRX) board rated D.
  3. Mr. Gonzales, our Nomination Committee Chairman, served on the Home Depot (HD) board rated F.
• Mr. Nunn and Mr. Larsen are designated as “Accelerated Vesting” directors by The Corporate Library due to their involvement with a board that accelerated the vesting of stock options just prior to implementation of FAS 123R policies in order to avoid recognizing the related expense, which is now required.

“The above status shows there is room for improvement and reinforces the reason to take one step forward now and vote yes to: Separate the Roles of CEO and Chairman.

“Yes on 4”

Our Board of Directors recommends a vote AGAINST this proposal.

We believe that our Governance Principles ensure that strong, independent directors continue to effectively oversee our management and provide vigorous oversight of our key issues relating to strategy, risk and integrity. As described in our Governance Principles, these measures include the designation of an independent director to act as presiding director. The presiding director, Ralph S. Larsen, the former Chairman of the Board and Chief Executive Officer of Johnson & Johnson, presides at regular meetings of the non-management directors without any members of management present. These meetings are scheduled at least three times a year. The presiding director also advises on the selection of committee chairs, advises on the agenda for Board meetings and, with the CEO, determines the nature and extent of information that should be provided to the Board. We believe that this is a more effective structure for ensuring effective oversight by an independent board than an independent chairman, and therefore the Board recommends a vote against this proposal.

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