The Company has two Stock Option Plans and four Stock Incentive Plans. No further grants may be made under the two Stock Option Plans. Under the four Stock Incentive Plans, options to purchase a maximum of 229,000,000 shares may be granted at prices not less than 100% of the fair market value of the Company's common stock on the date the option is granted. At December 31, 2000, 46,242,457 shares were available for future grants under the Stock Incentive Plans.
    The plans provide for the granting of incentive stock options as defined under the Internal Revenue Code. Under the plans, grants may be made to selected officers and employees of non-qualified stock options with a 10-year term or incentive stock options with a term not exceeding 10 years. The plans also provide for the granting of stock appreciation rights (SAR), which entitle the holder to receive shares of the Company's common stock or cash equal to the excess of the market price of the common stock over the exercise price when exercised. At December 31, 2000, there were no outstanding SARs.
    Each Stock Incentive Plan allows for, among other things, the issuance of up to 8,000,000 shares (32,000,000 shares in the aggregate for all Stock Incentive Plans) as restricted stock awards. Restricted stock awards representing 148,900, 148,850 and 68,400 units were granted in 2000, 1999 and 1998, respectively, under the plans to certain key executives. These units generally are converted to shares of restricted stock based on the achievement of certain performance criteria related to performance years 1998 through 2004.
    Under the 1999 Stock Option Plan for Non-Employee Directors, a maximum of 250,000 shares may be granted to non-employee directors at 100% of the fair market value of the Company's common stock on the date of the grant. During each of 2000 and 1999, 21,000 stock options were granted to non-employee directors, and 208,000 shares were available for future grants at December 31, 2000.
    Under the 1994 Restricted Stock Plan for Non-Employee Directors, a maximum of 100,000 restricted shares may be granted to non-employee directors. The restricted shares granted to each non-employee director are not delivered prior to the end of a five-year restricted period. At December 31, 2000, 66,400 shares were available for future grants.
    Stock option information related to the plans was as follows:

Stock Options	2000	Weighted Average Exercise Price	1999	Weighted Average Exercise Price	1998	Weighted Average Exercise Price
Outstanding at January 1	85,244,130	$39.13	75,790,629	$30.53	83,306,276	$24.86
Granted	16,496,678	56.51	21,945,755	62.00	15,167,210	50.13
Canceled	(3,866,134)	58.32	(1,903,601)	51.83	(2,872,314)	37.03
Exercised (2000 - $11.80 to $62.31 per share)	(15,123,361)	27.90	(10,588,653)	22.76	(19,810,543)	20.79
Outstanding at December 31 (2000 - $14.52 to $65.19 per share)	82,751,313	43.74	85,244,130	39.13	75,790,629	30.53
Exercisable at December 31	51,830,094	35.31	52,789,450	28.27	54,471,524	24.51

    The following table summarizes information regarding stock options outstanding at December 31, 2000:

Options Outstanding					Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$14.52 to 19.99	16,211,773	3.3 years	$17.80		16,211,773	$17.80
20.00 to 29.99	5,305,927	4.9 years	26.38		5,305,927	26.38
30.00 to 39.99	14,541,345	5.7 years	36.18		14,541,345	36.18
40.00 to 49.99	764,125	8.0 years	46.00		362,785	46.20
50.00 to 59.99	27,800,657	8.5 years	53.96		8,671,779	50.59
60.00 to 65.19	18,127,486	8.4 years	62.32		6,736,485	62.33
	82,751,313	6.7 years	43.74		51,830,094	35.31

    The Company accounts for stock-based compensation using the intrinsic value method. Accordingly, no compensation expense has been recognized for stock options. If compensation expense for the Company's stock options issued in 2000, 1999 and 1998 had been determined based on the fair value method of accounting, the Company's net income (loss) and earnings (loss) per share would have been adjusted to the pro forma amounts indicated below:

(In thousands except per share amounts)	2000	1999	1998
Net income (loss) less preferred dividends:     As-reported	$(2,370,733)	$(1,227,171)	$2,474,284
Pro forma	(2,520,657)	(1,312,238)	2,412,431
Basic earnings (loss) per share:     As-reported	$ (1.81)	$ (0.94)	$ 1.88
Pro forma	(1.93)	(1.00)	1.84
Net income (loss):     As-reported	$(2,370,687)	$(1,227,121)	$2,474,338
Pro forma	(2,520,611)	(1,312,188)	2,412,485
Diluted earnings (loss) per share*:     As-reported	$ (1.81)	$ (0.94)	$ 1.85
Pro forma	(1.93)	(1.00)	1.80
* The total weighted average common shares outstanding for diluted loss per share for 2000 and 1999 did not include common share equivalents, as the effect would have been antidilutive.

    The fair value of issued stock options is estimated on the date of grant using a variant of the Black-Scholes option pricing model incorporating the following assumptions for stock options granted in 2000, 1999 and 1998, respectively: expected volatility (the amount by which the stock price is expected to fluctuate) of 31.2%, 25.0% and 24.2%; expected dividend yield of 1.6%, 2.2% and 2.8%; risk-free interest rate of 6.3%, 5.6% and 5.6%; and expected life of five, four and four years. The weighted average fair value of stock options granted during 2000, 1999 and 1998 was $18.76, $14.36 and $10.03 per option share, respectively.