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Notes to Consolidated Financial Statements

14    Stock Plans

Stock Option Plans
The Company has stock option plans under which options have been granted to purchase shares of the Company's common stock at prices established by the Compensation and Benefits Committee of the Board of Directors. The 1995, 1998 and 2002 Stock Option Plans made available 24,000,000; 10,000,000; and 12,500,000 shares of the Company's common stock for the granting of options to employees, respectively. At September 30, 2002, shares available for future grant under the 1995, 1998 and 2002 Plans were 545,119; 2,050,548; and 12,500,000, respectively. The Non- Employee Directors 2000 Stock Option Plan made available 1,000,000 common shares for the granting of options, of which 924,719 remained available for future grant as of September 30, 2002. All stock plan data has been retroactively restated to reflect the two-for-one stock splits in prior years, where applicable.
A summary of changes in outstanding options is as follows:

  2002   2001   2000  
  Options
for
Shares
  Weighted
Average
Exercise
Price
  Options
for
Shares
  Weighted
Average
Exercise
Price
  Options
for
Shares
  Weighted
Average
Exercise
Price
 
Balance at October 1   28,271,329    $  23.80      30,516,315    $  21.29      30,122,274    $  20.33  
Granted   5,460,162      32.45      4,635,232      31.90      3,727,955      27.94  
Exercised   (2,570,626    13.53      (5,354,447    15.34      (2,287,523    15.09  
Forfeited, canceled or expired   (772,247    31.98      (1,525,771    28.20      (1,046,391    30.80  
Balance at September 30   30,388,618    $  26.02      28,271,329    $  23.80      30,516,315    $  21.29  
Exercisable at September 30   19,682,329    $  22.92      20,534,073    $  21.30      26,641,132    $  20.23  
Weighted average fair value of options granted  $  11.59           $  12.08         $  11.53       
Available for grant at September 30    16,020,386             8,246,462           11,555,118       

The maximum term of options is ten years. Options outstanding as of September 30, 2002, expire on various dates from January 2003 through September 2012.

 September 30, 2002
  Options Outstanding Options Exercisable
Range Of
Option Exercise Price
Number
Outstanding
  Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual Life
           Number
Exercisable
  Weighted
Average
Exercise
Price
 
$ 8.64-$12.55    4,481,658    $  10.81      2.8 Years             4,481,658    $  10.81  
 18.83-  25.63    8,255,582      22.63      5.0 Years             8,231,162      22.62  
 27.25-  34.96    15,281,174      30.89      8.5 Years             4,720,346      29.12  
 35.06-  41.56    2,370,204      35.19      7.4 Years             2,249,163      35.09  
     30,388,618    $  26.02      7.2 Years             19,682,329    $  22.92  


    As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," the Company has adopted the disclosure-only provision of the Statement and applies APB Opinion No. 25 and related interpretations in accounting for its employee stock plans.
    The 1990 Plan has a provision whereby unqualified options may be granted at, below, or above market value of the Company's stock. If the option price is less than the market value of the Company's stock on the date of grant, the discount is recorded as compensation expense over the service period in accordance with the provisions of APB Opinion No. 25. There was no such compensation expense in 2002, 2001, or 2000.
    Under certain circumstances, the stock option plans permit the optionee the right to receive cash and/or stock at the Company's discretion equal to the difference between the market value on the date of exercise and the option price. This difference would be recorded as compensation expense over the vesting period.
    The following pro forma net income and earnings per share information has been determined as if the Company had accounted for its stock-based compensation awards issued subsequent to October 1, 1995 using the fair value method. Under the fair value method, the estimated fair value of awards would be charged against income on a straight-line basis over the vesting period, which generally ranges from zero to four years. The pro forma effect on net income for 2002, 2001, and 2000 may not be representative of the pro forma effect on net income in future years since compensation cost is allocated on a straight-line basis over the vesting periods of the grants, which extend beyond the reported years.

  2002   2001   2000  
  As Reported   Pro Forma      As Reported   Pro Forma      As Reported   Pro Forma  
Net Income  $  479,982    $  445,092      401,652    $  368,135    $  392,897    $  361,639  
Earnings Per Share:
  Basic
   1.85      1.72      1.55      1.42      1.54      1.42  
  Diluted    1.79      1.66      1.49      1.37      1.49      1.38  
    The pro forma amounts and fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants in 2002, 2001, and 2000: risk free interest rates of 4.50%, 5.57%, and 6.64%, respectively; expected volatility of 33.0%, 32.8%, and 35.4%, respectively; expected dividend yields of 1.16%; and expected lives of 6 years for each year presented.

Other Stock Plans
The Company has a compensatory Stock Award Plan, which allows for grants of common shares to certain key employees. Distribution of 25% or more of each award, as elected by the grantee, is deferred until after retirement or involuntary termination. Commencing on the first anniversary of a grant following retirement, the remainder is distributable in five equal annual installments. During 2002, 64,915 shares were distributed. No awards were granted in 2002, 2001, or 2000. At September 30, 2002, 2,321,073 shares were reserved for future issuance, of which awards for 219,685 shares have been granted.
    The Company has a compensatory Restricted Stock Plan for Non-Employee Directors, which reserves for issuance 300,000 shares of the Company's common stock. No restricted shares were issued in 2002, 2001, or 2000.
    The Company has a Directors' Deferral Plan, which provides a means to defer director compensation, from time to time, on a deferred stock or cash basis. As of September 30, 2002, 155,801 shares were held in trust, of which 11,323 shares represented Directors' compensation in 2002, in accordance with the provisions of the Plan. Under the Plan, which is unfunded, directors have an unsecured contractual commitment from the Company to pay directors the amounts due to them under the Plan.

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