Persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

Or, if you prefer, you can return the enclosed proxy card in the envelope provided.

Whether or not you expect to attend in person, we urge you to vote your shares by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares will save the Company the expense and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote your shares by mail. ~~Submitting your proxy now will not prevent you from voting your stock at the meeting if you desire to do so, as your vote by proxy is revocable at your option.~~

Or, if you prefer, you can return the enclosed ~~proxy card~~Voting Instruction Form in the envelope provided.

Details of the business to be conducted at the annual meeting are given in the attached Notice of Annual Meeting and Proxy Statement.

You will notice in reading the proxy statement that Wm. G. Reed, Jr., a director of the Company since 1987, is retiring from the Board of Directors and hence, not standing for re-election. We want to express our deep appreciation to Gary for his valuable contributions to Microsoft during his 17 years of service.

Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card in the enclosed ~~postage-paid~~ envelope. If you decide to attend the annual meeting, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of the Company. I look forward to greeting as many of our shareholders as possible.

Shareholders of record at the close of business on September ~~9, 2002~~10, 2004 will be entitled to vote at the meeting on the basis of one vote for each share held. On September ~~9, 2002,~~10, 2004, there were ~~5,363,475,897~~10,880,648,840 shares of common stock outstanding, held of record by ~~118,507~~143,122 shareholders.

The Audit Committee and Finance Committee each met four times, and the Compensation Committee met five times, during fiscal 2002. The Governance and Nominating Committee was formed in August 2002 and therefore did not meet in fiscal 2002. The entire Board of Directors met ~~eight~~nine times during the last fiscal year. All directors attended 75% or more of the ~~aggregate number of~~ Board meetings and meetings of the committees on which they ~~served.~~

served during fiscal year 2004. Directors are encouraged to attend the annual meeting of shareholders. Five directors attended the 2003 annual meeting.

The table below provides current membership and meeting information for each of the Board committees for the fiscal year. Committee memberships changed during the fiscal year. Following the election of directors at the Company’s annual meeting in November 2003, Mr. Shirley stepped down from and Mr. Noski was appointed to the Audit Committee, Mrs. Korologos stepped down from and Mr. Noski was appointed to the Finance Committee, Mr. Gilmartin stepped down from and Dr. Panke was appointed to the Compensation Committee, and Dr. Cash stepped down from and Mr. Marquardt was appointed to the Governance and Nominating Committee.


Name	Audit	Compensation	Finance	Governance & Nominating	Antitrust Compliance
Mr. Gates
Mr. Ballmer
Dr. Cash	X				X*
Mr. Gilmartin				X*	X
Mrs. Korologos		X*			X
Mr. Marquardt			X	X
Mr. Noski	X		X
Dr. Panke		X
Mr. Reed	X*	X
Mr. Shirley			X*

Total meetings in fiscal year 2004	8	6	4	3	4

Committee Chairperson

Below is a description of each committee of the Board of Directors. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that each member of each committee meets the standards of independence under the Governance Guidelines and applicable Nasdaq listing standards, including that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment.

Audit Committee: The Audit Committee assists the Board of Directors in its oversight of the quality and integrity of the accounting, auditing, and reporting practices of the Company. The Audit Committee’s role includes overseeing the work of the Company’s internal accounting and auditing processes and discussing with management the Company’s processes to manage business and financial risk, and for compliance with significant applicable legal, ethical, and regulatory requirements. The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditor engaged to prepare or issue audit reports on the financial statements of the Company. The Audit Committee relies on the expertise and knowledge of management, the internal auditors, and the independent auditor in carrying out its oversight responsibilities. The Committee’s specific responsibilities are delineated in the Audit Committee Responsibilities Calendar accompanying the Audit Committee Charter. The Charter and Responsibilities Calendar are attached as Exhibit 1 to this Proxy Statement. The Board of Directors has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on


3 / MSFT		2004 PROXY STATEMENT

the Committee. In addition, the Board has determined that Charles H. Noski is an “audit committee financial expert” as defined by Securities and Exchange Commission (“SEC”) rules.

Compensation Committee: The primary responsibilities of the Compensation Committee are: (a) In conjunction with the lead independent director, review and approve the annual goals and objectives of the chairman and chief executive officer and evaluate performance against those goals and objectives, (b) approve the compensation of the chairman and chief executive officer; (c) oversee the performance evaluation of the Company’s other executive officers and approve their compensation; (d) oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs; (e) oversee the Company’s administration of its equity-based compensation and other benefit plans; and (f) approve grants of equity compensation awards under the Company’s stock plans. The Compensation Committee’s role includes producing the report on executive compensation required by SEC rules and regulations. The specific responsibilities and functions of the Compensation Committee are delineated in the Compensation Committee Charter.

Finance Committee: The Finance Committee is responsible for overseeing and making recommendations to the Board about the financial affairs and policies of the Company including: (a) Policies relating to the Company’s cash flow, cash management and working capital, shareholder dividends and distributions, and share repurchases and investments; (b) financial strategies; (c) policies for managing financial risk; (d) tax planning and compliance; and (e) proposed mergers, acquisitions, divestitures, and strategic investments. The Finance Committee’s role includes designating officers and employees who can execute documents and act on behalf of the Company in the ordinary course of business under previously approved banking, borrowing, and other financing agreements. The specific responsibilities and functions of the Finance Committee are delineated in the Finance Committee Charter.

Governance and Nominating Committee: The principal responsibilities of the Governance and Nominating Committee are to: (a) Determine the slate of director nominees for election to the Company’s Board of Directors; (b) identify and recommend candidates to fill vacancies occurring between annual shareholder meetings; (c) review the composition of Board committees; (d) monitor compliance with, review, and recommend changes to the Company’s Corporate Governance Guidelines; and (e) review the Company’s policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stakeholders. The Governance and Nominating Committee’s role includes periodically reviewing the compensation paid to non-employee directors, and making recommendations to the Board for any adjustments. In addition, the Chair of the Governance and Nominating Committee acts as the lead independent director and is responsible for leading the Board of Directors’ annual review of the chief executive officer’s performance. The Governance and Nominating Committee regularly reviews the charters of Board committees and, after consultation with the respective committee chairs, makes recommendations, if necessary, about changes to the charters. The specific responsibilities and functions of the Governance and Nominating Committee are delineated in the Governance and Nominating Committee Charter.

The Governance and Nominating Committee annually reviews with the Board the applicable skills and characteristics required of Board nominees in the context of current Board composition and Company circumstances. In making its recommendations to the Board, the Governance and Nominating Committee considers, among other things, the qualifications of individual director candidates. The Governance and Nominating Committee works with the Board to determine the appropriate characteristics, skills, and experiences for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education, and public service. In evaluating the suitability of individual Board members, the Board takes into account many factors, including general understanding of marketing, finance, and other disciplines relevant to the success of a large publicly traded company in today’s business environment; understanding of the Company’s business and technology; educational and professional background; and personal accomplishment. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the Company’s business and represent shareholder interests through the exercise of sound judgment, using its diversity of experience. In determining whether to recommend a director for re-election, the Governance and Nominating Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

The Committee will consider shareholder recommendations for candidates for the Board. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve, if elected, and evidence of the nominating shareholder’s ownership of Company stock should be sent to the attention of the Deputy General Counsel, Finance and Operations, of the Company.


4 / MSFT		2004 PROXY STATEMENT

Antitrust Compliance Committee: The Antitrust Compliance Committee oversees the performance of the Compliance Officer, who is charged under the Final Judgment entered by the District Court for the District of Columbia inState of New York et al. v. Microsoft Corp., No. 98-1232 (the “Final Judgment”) with developing and supervising Microsoft’s internal programs and processes to ensure compliance with antitrust laws and the Final Judgment. The Compliance Officer reports directly to the Antitrust Compliance Committee and the Chief Executive Officer, and may be removed by the Chief Executive Officer only with the concurrence of the Committee. The specific responsibilities in carrying out the Antitrust Compliance Committee’s oversight role are delineated in the Antitrust Compliance Committee Responsibilities Checklist attached to the Antitrust Compliance Committee Charter. The Compliance Officer is required to maintain a record of complaints received and actions taken by the Company with respect to them and to report credible evidence of violations of the Final Judgment to the Final Judgment plaintiffs. The Antitrust Compliance Committee receives regular reports from the Compliance Officer about existing and planned internal compliance programs and processes, complaints received and the Company’s response to them, and violations reported to the Final Judgment plaintiffs. In addition, the Antitrust Compliance Committee receives reports from the General Counsel and from other members of management about compliance with the Final Judgment and about other issues that may arise concerning the Company’s compliance with antitrust and competition laws. The Antitrust Compliance Committee can authorize further inquiries into matters reported to it for the purpose of ensuring the adequacy of the Company’s processes and programs for fulfilling its obligations under the Final Judgment and antitrust laws. The Antitrust Compliance Committee provides guidance to the Compliance Officer and to management and reports regularly to the Board of Directors.

Director Compensation. Messrs. Gates and Ballmer receive no ~~cash~~ compensation for serving as directors, except that they, like all directors, are eligible to receive reimbursement of any expenses incurred in attending Board and committee meetings. ~~Each~~During fiscal year 2004, each director, other than Messrs. Gates and Ballmer, ~~is paid $35,000 annually as~~received compensation for serving on the Board of Directors and ~~the respective~~ committees of the Board onas follows:

An annual retainer of $50,000;

for each Board Committee chair, an annual retainer of $10,000;

a per meeting fee of $1,000 for attendance at special meetings of Board Committees; and

a stock award grant for 4,000 shares, which ~~they serve.~~vests over 5 years.

~~During~~

In fiscal ~~2002, Messrs. Cash, Gilmartin, Marquardt, Reed, and Shirley and Ms. Korologos each received options to purchase 10,000 shares~~year 2004, there was one special meeting of the ~~Company’s common stock.~~Antitrust Compliance Committee and one special meeting of the Compensation Committee, which was attended by each member, and for which each member was paid the per meeting fee of $1,000.

Shareholder Communications to the Board

Shareholders may contact an individual director, the lead independent director, the Board as a group, or a specified Board committee or group, including the non-employee directors as a group, by the following means:


Mail:		MicrosoftCorporation
		One Microsoft Way
		Redmond,WA 98052-6399
		Attn:Board of Directors

Email:		askboard@microsoft.com

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. The ~~exercise price~~Company will initially receive and process communications before forwarding them to the addressee. The Company generally will not forward to the directors a shareholder communication that it determines to be primarily commercial in nature or relates to an improper or irrelevant topic, or that requests general information about the Company.

Concerns about accounting or auditing matters or possible violations of ~~each option was~~ the ~~closing price~~Microsoft Standards of ~~Microsoft common shares~~Business Conduct should be reported pursuant to the procedures outlined in the Standards of Business Conduct, which are available on the ~~date of grant.~~

Company’s website at www.microsoft.com/mscorp/legal/buscond/.

2
5 / MSFT		~~2002~~2004 PROXY STATEMENT

INFORMATION REGARDING BENEFICIAL OWNERSHIP

OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND MANAGEMENT

The following table sets forth, as of September 10, 2004, information regarding the beneficial ownership of the Company’s common shares by ~~the nominees for~~all directors, the Company’s Chief Executive Officer and the ~~five~~four other highest paid executive officers (the “Named Executive Officers”), and the directors and executive officers as a group.

Names
Amount and Nature of Beneficial Ownership
of Common Shares as of 9/9/2002⁽¹⁾

Percent
of Class

William H. Gates III
621,749,668
⁽²⁾⁽³⁾

11.6
%
Steven A. Ballmer      235,484,037      4.4 %
Ann McLaughlin Korologos
13,500
⁽⁴⁾
     *
David F. Marquardt
1,605,890
⁽⁵⁾
     *
Raymond V. Gilmartin
4,500
⁽⁶⁾
     *
Wm. G. Reed Jr.
619,372
⁽⁷⁾
     *
Jon A. Shirley
7,084,641
⁽⁸⁾
     *
James I. Cash Jr.
8,354
⁽⁹⁾
     *
Richard E. Belluzzo
187,625
⁽¹⁰⁾
     *
James E. Allchin
1,836,275
⁽¹¹⁾
     *
Jeffrey S. Raikes
7,608,357
⁽¹²⁾
     *
Craig J. Mundie
1,067,280
⁽¹³⁾

*

Executive Officers and Directors as a group (29 persons)
898,127,287
⁽¹⁴⁾

16.7
%


Names	Amount and Nature of Beneficial Ownership of Common Shares as of 9/10/2004⁽¹⁾		Percent of Class
William H. Gates III	1,097,499,336	⁽²⁾⁽³⁾	10.09	%
Steven A. Ballmer	410,967,990		3.78	%
James I. Cash Jr.	41,700	⁽⁴⁾	*
Raymond V. Gilmartin	31,500	⁽⁵⁾	*
Ann McLaughlin Korologos	62,000	⁽⁶⁾	*
David F. Marquardt	2,429,118	⁽⁷⁾	*
Charles H. Noski	5,136	⁽⁸⁾	*
Helmut Panke	650		*
Wm. G. Reed Jr.	1,263,744	⁽⁹⁾	*
Jon A. Shirley	3,771,690	⁽¹⁰⁾	*
James E. Allchin	1,584,096	⁽¹¹⁾	*
Kevin R. Johnson	438,467	⁽¹²⁾	*
Jeffrey S. Raikes	15,013,396	⁽¹³⁾	*
Executive Officers, Directors as a group (24 persons)	1,557,236,763	⁽¹⁴⁾	14.27	%

Less than 1%

(1)

Beneficial ownership represents sole voting and investment power. To the ~~Company's~~Company’s knowledge, Mr. Gates was the only shareholder who beneficially owned more than 5% of the outstanding common shares as of September ~~9, 2002, was Mr. Gates.~~10, 2004.

(2)

The business address for Mr. Gates is: Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052.

(3)

~~Includes 368 shares held in an entity owned by Mr. Gates, and excludes 214,260~~Excludes 428,520 shares held by Mr. Gates’ wife, as to which he disclaims beneficial ownership.

(4)

Includes ~~12,500~~27,500 options to purchase Company stock exercisable within sixty days of September ~~9, 2002~~10, 2004 (“Vested Options”).

~~(5)~~

~~Includes 577,500 Vested Options.~~

~~(6)~~

~~Includes 2,500 Vested Options,~~, and excludes ~~600~~200 shares held ~~by Mr. Gilmartin’s wife,~~in an account for the benefit of Dr. Cash’s nephew, as to which he disclaims beneficial ownership.

(5)

Includes 27,500 Vested Options, and excludes 1,200 shares held by Mr. Gilmartin’s wife, as to which he disclaims beneficial ownership.

(6)

Includes 60,000 Vested Options.

(7)

Includes ~~511,000~~300,000 Vested Options.

(8)

Includes 1,400 shares held in trusts for two of Mr. Noski’s minor children.

(9)

Includes 1,022,000 shares and ~~10,000~~20,000 Vested Options held by Riviera LLC, a family limited liability company of which Mr. Reed and his wife own a majority of the membership units, and ~~7,500~~40,000 Vested Options held by Mr. Reed directly.

~~(8)~~(10)

Includes ~~1,254,470~~1,308,940 shares held by the Shirley Family Limited Partnership, a limited partnership of which Mr. Shirley is the president of the sole general partner, and ~~577,500 Vested Options.~~

~~(9)~~

Includes 1,250 Vested Options, and excludes 100 shares held in an account for the benefit of Mr. Cash’s nephew and 96 shares held by an investment club of which Mr. Cash is a member, as to which he disclaims beneficial ownership.

~~(10)~~

~~Includes 187,500~~60,000 Vested Options.

(11)

Includes ~~1,810,000~~1,575,000 Vested Options.

(12)

Includes ~~1,740,000~~426,900 Vested Options.

(13)

Includes ~~1,066,178~~6,575,000 Vested Options.

(14)

Includes ~~24,482,139~~30,423,162 Vested Options.

3
6 / MSFT		~~2002~~2004 PROXY STATEMENT

INFORMATION REGARDING EXECUTIVE OFFICER COMPENSATION

~~CASH COMPENSATION~~

The following table discloses compensation received for the three fiscal years ended June 30, ~~2002,~~2004 by the Named Executive Officers.

SUMMARY COMPENSATION TABLE

Annual Compensation

Long-Term Compensation Awards

Name and Principal Position    Year    Salary
Bonus⁽¹⁾
     Securities Underlying Options (#)
All Other
Compensation⁽²⁾
Steven A. Ballmer    2002    $ 547,500    $ 205,810      –      $ 5,500
Chief Executive Officer;    2001    494,076    171,444      –      5,100
Director    2000    428,414    200,000      –      5,100
William H. Gates III    2002    547,500    205,810      –      –
Chairman of the Board;    2001    494,992    171,762      –      –
Chief Software Architect; Director    2000    439,401    200,000      –      –
Richard E. Belluzzo⁽³⁾
   2002    568,723    350,000      –      13,680,042
President; Chief Operating Officer    2001    468,758    350,000      1,500,000      2,190,616
   2000    335,835    293,000      3,500,000      4,447,619
James E. Allchin    2002    495,195    400,000      –      4,000
Group Vice President    2001    419,576    275,000      1,000,000      3,200
Platforms Group    2000    355,263    275,000      3,000,000      3,925
Jeffrey S. Raikes    2002    495,083    250,000      –      5,500
Group Vice President    2001    420,826    275,000      1,000,000      5,100
Productivity and Business Services    2000    370,991    258,500      3,000,000      5,250
Craig J. Mundie    2002    347,172    280,000      –      6,000
Senior Vice President;    2001    288,899    165,000      500,000      5,578
Chief Technical Officer, Advanced Strategies and Policy    2000    258,813    129,060      1,594,600      5,087


		Annual Compensation				Long-Term Compensation Awards
Name and Principal Position	Year	Salary		Bonus⁽¹⁾		Restricted Stock Award(s) ($)			Securities Underlying Options (#)	All Other Compensation⁽²⁾
Steven A. Ballmer Chief Executive Officer; Director	2004 2003 2002	$	591,667 550,000 545,833	$	310,000 313,447 205,810		– – –		– – –	$	7,865 7,667 7,167

William H. Gates III Chairman; Chief Software Architect; Director	2004 2003 2002		591,667 550,000 545,833		310,000 313,447 205,810		– – –		– – –		1,715 1,667 1,667

James E. Allchin Group Vice President, Platforms Group	2004 2003 2002		558,334 504,168 493,750		342,000 400,000 400,000	$	383,840 –	⁽⁴⁾	– 1,300,000 –		1,467,189 5,456 5,445	⁽³⁾

Kevin R. Johnson Group Vice President; World Wide Sales, Marketing and Services	2004 2003 2002		480,336 379,125 340,959		435,000 300,000 243,100		– 326,264 –	⁽⁶⁾	– 600,000 1,000,000		1,043,942 7,036 7,387	⁽⁵⁾

Jeffrey S. Raikes Group Vice President, Information Worker Business	2004 2003 2002		562,500 522,917 493,749		400,000 300,000 250,000		– 383,840 –	⁽⁴⁾	– 1,300,000 –		7,558 7,392 6,834

(1)

The amounts disclosed in the Bonus column were all awarded under the ~~Company's Executive Bonus Plan.~~Company’s executive bonus program.

(2)

~~The~~Except as indicated in notes 3 and 5, the amounts disclosed in the All Other Compensation column ~~include~~consist of Company contributions under the ~~Company's~~Company’s 401(k) plan and imputed insurance costs, as follows. Mr. Ballmer: 401(k) matching contributions of $6,150 for 2004, $6,000 for 2003, and $5,500 for 2002; imputed insurance costs of $1,715 for 2004, $1,667 for 2003, and $1,667 for 2002. Mr. Gates: imputed insurance costs for each of the ~~amounts described in footnote 3~~fiscal years. Mr. Allchin: 401(k) matching contributions of $4,100 for 2004, $4,000 for 2003, and $4,000 for 2002; imputed insurance costs of $1,498 for 2004, $1,456 for 2003, and $1,445 for 2002. Mr. ~~Belluzzo.~~Johnson: 401(k) matching contributions of $6,150 for 2004, $6,021 for 2003, and $6,240 for 2002; imputed insurance costs of $1,443 for 2004, $1,015 for 2003, and $1,148 for 2002. Mr. Raikes: 401(k) matching contributions of $6,150 for 2004, $6,000 for 2003, and $5,500 for 2002; imputed insurance costs of $1,408 for 2004, $1,392 for 2003, and $1,334 for 2002.

(3)

~~Mr. Belluzzo resigned as~~Includes $1,461,600 received by the ~~Company's President and Chief Operating Officer~~executive in May 2002 and resigned from the Company in August 2002. The All Other Compensation amounts disclosed for Mr. Belluzzo in 2002 include $13,649,416 required to be accrued as compensation by generally accepted accounting principles in connection with certain stock options granted to Mr. Belluzzo, $25,626 of costs incurredfiscal year 2004 in connection with the ~~personal use of an aircraft leased~~Company’s stock option transfer program plan. The executive transferred 6,000,000 stock options in the Company’s stock option transfer program that was completed in December 2003. The amount received by the ~~Company,~~executive in fiscal year 2004 is one-third of the total payment for the transferred options. The remaining amount will be paid to the executive in equal installments (plus interest) after November 12, 2005 and ~~$5,000 of Company contributions under~~November 12, 2006 provided the Company's 401(k) plan. The All Other Compensation amounts disclosed for Mr. Belluzzo in 2001 include $2,186,366 accrued compensation in connection with certain stock options granted to Mr. Belluzzo and $4,250 of Company contributions under the Company's 401(k) plan. The All Other Compensation amounts disclosed for Mr. Belluzzo in 2000 include a $4,200,000 signing bonus, $242,619 in relocation and resettlement allowances, and $5,000 of Company contributions under the Company's 401(k) plan.executive remains continuously employed through those dates. See also note 2.

(4)

Represents the grant of stock awards under which the executive has the right to receive, subject to vesting, 16,000 shares of common stock. The stock awards vest over five years at 20% per year beginning on the first anniversary of the grant. The value set forth above is based on the closing price on the date of grant, July 31, 2002, which was $23.99 (as adjusted for the 2-for-1 stock split on February 18, 2003). The value as of June 30, 2004 of the remaining 12,800 unvested stock awards, together with the 780,000 shares (assuming

47 / MSFT

~~2002~~2004 PROXY STATEMENT

target performance) issuable under the shared performance stock award described below under “Long-Term Incentive Compensation Plans — Awards in Last Fiscal Year,” was $22,642,368. The stock awards and shared performance stock awards are not entitled to dividends or dividend equivalents.

(5)

Includes $1,036,349 received by the executive in fiscal year 2004 in connection with the Company’s stock option transfer program. The executive transferred 2,404,000 stock options in the Company’s stock option transfer program that was completed in December 2003. The amount received by the executive in fiscal year 2004 is one-third of the total payment for the transferred options. The remaining amount will be paid to the executive in equal installments (plus interest) after November 12, 2005 and November 12, 2006 provided the executive remains continuously employed through those dates. See also note 2.

(6)

Represents the grant of stock awards under which the executive has the right to receive, subject to vesting, 13,600 shares of common stock. The stock awards vest over five years at 20% per year beginning on the first anniversary of the grant. The value set forth above is based on the closing price on the date of grant, July 31, 2002, which was $23.99 (as adjusted for the 2-for-1 stock split on February 18, 2003). The value as of June 30, 2004 of the remaining 10,880 unvested stock awards, together with the 320,000 shares (assuming target performance) issuable under the shared performance stock award described below under “Long-Term Incentive Compensation Plans — Awards in Last Fiscal Year,” was $9,449,933. The stock awards and shared performance stock awards are not entitled to dividends or dividend equivalents.


8 / MSFT		2004 PROXY STATEMENT

OPTION GRANTS IN LAST FISCAL YEAR

~~COMPENSATION PURSUANT TO STOCK OPTIONS~~

No stock options were granted ~~in fiscal 2002~~ to any of the Named Executive ~~Officer.~~

Officers during fiscal year 2004.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table provides information on option exercises in fiscal ~~2002~~year 2004 by the Named Executive Officers and the value of ~~such officers’~~their unexercised options at June 30, ~~2002.~~

Shares Acquired on Exercise (#)

Value
Realized
($)

Number of Securities Underlying Unexercised Options at Fiscal
Year-End (#)

Value of Unexercised
In-the-Money Options
at Fiscal Year-End ($)
Name            Exercisable      Unexercisable    Exercisable    Unexercisable
Steven A. Ballmer      –    –    –      –    –    –
William H. Gates III      –    –    –      –    –    –
Richard E. Belluzzo      –    –    1,214,288      3,785,712    –    –
James E. Allchin      –    –    1,310,000      3,250,000    $ 23,856,929    –
Jeffrey S. Raikes      –    –    1,240,000      3,850,000    19,665,329    $ 23,957,872
Craig J. Mundie      120,000    7,026,150    808,445      1,686,155    19,492,500    –

~~AGREEMENTS WITH CERTAIN EXECUTIVE OFFICERS~~

~~Richard Belluzzo resigned~~2004.

Acquired

on Exercise (#)

Value

Realized ($)

Number of Securities
Underlying Unexercised
Options at Fiscal Year-End (#)

Value of Unexercised In-the-
Money Options at Fiscal Year-End ($)

Name

Exercisable

Unexercisable

Exercisable

Unexercisable

Steven A. Ballmer

–

William H. Gates III

–

James E. Allchin

240,000

5,850,144

1,162,500

2,137,500

1,365,125

5,820,875

Kevin R. Johnson

–

299,400

735,000

498,639

2,529,975

Jeffrey S. Raikes

2,160,000

36,968,184

5,662,500

3,637,500

1,365,125

5,820,875

LONG-TERM INCENTIVE PLANS — AWARDS IN LAST FISCAL YEAR


Name	Number of Shares, Units or other Rights (#)	Performance or Other Period until Maturation or Payout	Target (#)	Maximum (#)

Steven A. Ballmer	–	–	–	–
William H. Gates III	–	–	–	–
James E. Allchin	780,000	1/1/04 - 6/30/06	780,000	1,170,000
Kevin R. Johnson	320,000	1/1/04 - 6/30/06	320,000	480,000
Jeffrey S. Raikes	780,000	1/1/04 - 6/30/06	780,000	1,170,000

The shared performance stock award (“SPSA”) program is designed to reward recipients based on growth in the number and satisfaction of Microsoft customers as measured by performance in the ~~Company’s President~~following areas: customer satisfaction, unit volumes of our Windows products and ~~Chief Operating Officer effective May 1, 2002,~~usage of our development tools, and ~~his employment with~~desktop application deployment. These goals are designed to focus our top leaders on shared business goals to guide our long term growth and address our biggest challenges. For the ~~Company terminated on August 23, 2002. Under~~current Named Executive Officers the ~~terms of Mr. Belluzzo’s Resignation Agreement,~~program performance period is the ~~Company agreed that Mr. Belluzzo’s bonus under~~two-and-one-half year period ending June 30, 2006. At the ~~Company’s Partner Bonus Plan for fiscal 2002 would be $350,000, but that he would not be entitled to any bonus for fiscal 2003. As part~~end of the ~~Resignation Agreement, it was agreed that pursuant~~performance period, the executive will receive stock awards in an aggregate amount equaling the number of target awards granted multiplied by a percentage derived from performance against goals. The award for the current Named Executive Officers will range from zero to ~~the terms~~150% of an agreement entered into prior to Mr. Belluzzo’s appointment as President and Chief Operating Officer, he would retain a $15,000,000 advance made to him in December 2000, in exchange for cancellation of certain options granted to Mr. Belluzzo during his employment with the Company. Interest intarget, which is the amount of ~~$1,526,645 (accrued at an interest rate~~the award if maximum performance is reached. One-third of ~~5.87%) was also satisfied through~~ the ~~cancellation~~total award will be paid following the end of ~~options.~~⁽¹⁾

the performance period in the form of Microsoft common stock. The ~~Company hired Richard Emerson as Senior Vice President, Corporate Development,~~remaining two-thirds will be paid in ~~November 2000. As part~~the form of ~~recruiting Mr. Emerson from~~Microsoft common stock over the investment banking field, the Company entered into an agreement whereby it advanced $12,000,000 to Mr. Emerson. This advance was made pursuant to a limited recourse promissory note bearing interest at 5.61%, and is repayablefollowing two years in equal installments on or about August 31, 2007 and August 31, 2008, subject to continued employment. The SPSA award is subject to forfeiture if the executive’s employment terminates before ~~January 2005 in cash or with~~ the ~~value~~end of the ~~vested portion of options~~performance period for any reason other than disability or death. Similarly, unpaid amounts are forfeited if the executive’s employment terminates prior to ~~acquire Company stock~~the payment date for any reason other than disability or death. The Compensation Committee may amend the program to take into account extraordinary events that impact Microsoft’s business. The awards granted to ~~Mr. Emerson at hiring. As~~Messrs. Allchin, Johnson and Raikes do not include a specific threshold level of September 9, 2002, the outstanding amount owed under the promissory note was $13,154,320. The advance is part of an arrangement that includes characteristics of both compensation and an extension of credit.

~~In accordance with the recently-enacted Sarbanes-Oxley Act of 2002, the Company in the future~~performance below which no award will ~~not enter into these forms of transactions for its executive officers or directors.~~

be payable.

~~(1)~~

~~The Resignation Agreement has been filed as Exhibit 10.10 to the Company’s 2002 Annual Report on 10-K.~~

59 / MSFT

~~2002~~2004 PROXY STATEMENT

REPORT OF THE MICROSOFT CORPORATION BOARD OF DIRECTORS COMPENSATION COMMITTEE

Compensation Philosophy and Practice

Microsoft’s compensation philosophy is to provide employees with ~~an above-average~~a distinctive overall compensation package and the opportunity for outstanding performers to earn very competitive compensation over the long-term through a pay-for-performance approach. The key objectives of the company’s executive compensation ~~plans~~programs are ~~intended~~ to ~~promote outstanding employee~~attract, motivate, and retain executives who drive Microsoft’s success and industry leadership. The programs are designed to:

Provide executives with competitive compensation that maintains a balance between cash and stock compensation and provides a significant portion of total compensation at risk, tied both to annual and long-term performance ~~by offering high-performing employees larger~~of the Company as well as to the creation of shareholder value.

Differentiate strongly within the organization so that Microsoft’s best performers receive a highly competitive compensation ~~rewards.~~package.

Encourage executives to act as owners with an equity stake in the Company.

Components of Executive Compensation

The compensation program for executive officers consists of the following components:

Cash. This includes base salary and any bonus award earned for the fiscal year’s performance. The Company’s cash compensation policies provide a base salary that is above the average of industry pay levels and offer bonuses that reward superior performance. Microsoft employees also participate in a broad-based stock option program. The program is structured to promote excellent performance over an employee’s career through the opportunity for increased compensation that increases commensurate with the Company’s long-term performance.

~~The Company’s compensation policy for officers, while similar to that for other employees, is oriented toward rewarding excellence, leadership and outstanding long-term company performance.~~

Officers of the Company are paid salaries that are comparable to base salaries paid by competitors in the computer and other relevant industries. Officers participate in an Executive Bonus Plan which offersExecutives have the opportunity to earn an annual bonus of up to 100% of base salary based upon individually established performance goals. ~~Officers are also eligible~~Individual bonus awards reflect the individual’s performance compared to objectives for the year. For executives and other senior leaders, total compensation at risk increases with responsibility.

Stock-based Incentives.

Stock Awards. During fiscal year 2004, Microsoft revised its equity compensation program as it began granting stock awards instead of stock options to employees. A stock award, or restricted stock unit award, is a grant of a right to receive shares that vests over time. As the stock ~~option~~award vests, employees receive Microsoft common shares that they own outright. We believe stock awards are a better way to provide significant equity compensation to employees that provides more predictable long-term rewards than stock options. The size of stock award grants which are intended to incent officers to help the Company realize its fullest potential by offering the opportunity for significant additional compensation through gains from long-term stock appreciation. Stock option grants arewas based on various factors relating to the responsibilities of the individual officers and their expected future contributions.

Shared Performance Stock Awards. Microsoft also instituted during fiscal 2004 the shared performance stock award program, a long-term incentive program for executives and other senior leaders under which a significant portion of stock-based compensation depends on the growth in the number and satisfaction of our customers over a three-year period.

Target SPSA awards were made during fiscal year 2004 for the fiscal 2004-2006 performance period. At the end of the performance period, the number of shares of stock and stock awards issued will be determined by adjusting upward or downward from the target in a range between 0% and 150% for the current Named Executive Officers, and between 33% and 150% for other executive officers, based on the Company’s performance against the customer satisfaction and platform success objectives established for the performance period. Each stock award is equivalent in value to one share of Microsoft common stock. Shares of stock are issued following the end of the performance period and as the stock awards vest annually over the following two years.

The size of a person’s SPSA grant depends on competitive long-term compensation data, the person’s job, and the person’s expected role in Microsoft’s long-term performance. Details regarding the grants made to the Named Executive Officers with respect to the 2004-2006 fiscal year period are provided on page 9.


10 / MSFT		2004 PROXY STATEMENT

How Executive Pay Levels are Determined

Microsoft participates in several executive compensation benchmarking surveys that provide summarized data on levels of base salary, target annual incentives, and stock-based and other long-term incentives. These surveys also provide benchmark information on compensation practices such as the prevalence of types of compensation plans and the proportion of the types of pay components as part of the total compensation package. These surveys are supplemented by other publicly available information and input from compensation consultants on other factors such as recent market trends. The comparison group includes a range of leading information technology companies and large market capitalization U.S. companies with whom Microsoft competes for executive talent.

How Microsoft’s Use of Stock-Based Awards is Determined

As ~~noted~~described above, during fiscal year 2004 the Company’s compensation ~~policy is primarily~~and retention strategy included the use of stock awards and SPSA awards. The level of usage was determined based ~~upon~~on factors such as compensation levels at comparison companies relative to Microsoft’s target total compensation levels and desired mix of cash and equity pay. Each year, management determines the ~~practice of pay-for-performance. Section 162(m)~~appropriate usage, balancing these factors against the projected needs of the ~~Internal Revenue Code imposes a limitation~~business as well as financial considerations, including the projected impact on shareholder dilution. The Company emphasizes differentiation in executive stock compensation and in the ~~deductibility of nonperformance-based compensation in excess of $1 million paid to Named~~broad-based stock award program.

Compensation for the Chairman and Chief Executive Officers. The Committee currently believes that the Company should be able to continue to manage its executive compensation program for Named Executive Officers so as to preserve the related federal income tax deductions, although individual exceptions may occur.

Officer

The Compensation Committee of the Board of Directors (comprised entirely of independent directors) reviews officer salaries, bonuses, and compensation programs. The Committee approves stock option grants and reviews stock option programs for all employees. The Committee also annually ~~reviews and~~ approves the compensation of Steven A. Ballmer, Chief Executive Officer, and William H. Gates III, ~~the~~ Chairman ~~of the Board~~ and Chief Software Architect.

The compensation of Messrs. Ballmer and Gates reflects their status as significant shareholders of the Company. Their salary rates are below competitive levels elsewhere in industry and they do not participate in the Company’s ~~stock option~~equity compensation program. They are eligible for an annual bonus of up to 100% of their salary based on ~~corporate revenue and profit goals, which are reviewed by~~a review of performance against objectives for the ~~Compensation Committee.~~year. As the leaders of the Company they are focused on building long-term success, and as significant shareholders in the Company, their ~~overall compensation~~personal wealth is tied directly to sustained increases in the Company’s value.

Mr. Ballmer’s bonus was determined based on an evaluation of his performance against his annual objectives including achievement of revenue and profit plans, achievement of major product development objectives, progress in improving the number and satisfaction of Company customers, progress in key competitive initiatives, and development of senior leadership.

~~COMPENSATION COMMITTEE~~Tax Deductibility under Section 162(m)

~~Raymond V. Gilmartin~~

Under Section 162(m) of the Internal Revenue Code, the Company may not deduct certain forms of compensation in excess of $1,000,000 paid to any of the Named Executive Officers that are employed by the Company at year-end. The Committee believes that it is generally in the Company’s best interests to comply with Section 162(m). Accordingly, the Committee has taken appropriate actions, to the extent it believes feasible, to preserve the deductibility of annual incentive and long-term performance awards. However, notwithstanding this general policy, the Committee also believes that there may be circumstances in which the Company’s interests are best served by maintaining flexibility in the way compensation is provided, whether or not compensation is fully deductible under Section 162(m).

Ann McLaughlin Korologos

Helmut Panke

Wm. G. Reed Jr.

6
11 / MSFT		~~2002~~2004 PROXY STATEMENT

PERFORMANCE GRAPH

The chart below compares the five-year cumulative total return, assuming the reinvestment of dividends, on Microsoft common stock with that of the S&P 500 Index and the NASDAQ Computer Index. This graph assumes $100 was invested on June 30, 1999, in each of Microsoft common stock, the S&P 500 companies, and the companies in the NASDAQ Computer Index.

Note: Microsoft management ~~consistently~~ cautions that the stock price performance shown in the graph below should not be considered indicative of potential future stock price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

AMONG MICROSOFT CORPORATION, THE S&P 500 INDEX

AND THE NASDAQ COMPUTER INDEX

LOGO


	Cumulative Total Return
	6/99	6/00	6/01	6/02	6/03	6/04
Microsoft Corporation	100	89	81	61	57	64
S&P 500 Index	100	107	91	75	75	89
Nasdaq Computer Index	100	185	88	55	65	83


12 / MSFT		2004 PROXY STATEMENT

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Gates is the sole shareholder of Corbis Corporation, a company that provides digitized images and production services. The Company paid Corbis ~~Corporation~~ approximately ~~$340,181~~$1,018,000 in fiscal ~~2002~~year 2004 as licensing fees for digital images.

Those licenses were entered into at arm’s length, and are similar to license agreements Microsoft enters into from time to time with other providers of digital images. The terms of the Corbis transactions are established by Corbis and the relevant business group at Microsoft seeking to use the digital images in Microsoft’s products, services, and marketing materials. The Company believes the terms are no less favorable to Microsoft than what are offered by Corbis to other large customers. Mr. Gates is not involved in negotiating agreements with Corbis or setting price or other terms, either on behalf of Microsoft or Corbis. Microsoft’s Audit Committee has reviewed and approved these arrangements.

A son of Mr. Shirley, a director of the Company; a brother-in-law of Robert J. (Robbie) Bach, an executive officer of the Company; and a brother-in-law of Eric D. Rudder, an executive officer of the Company, were employed by the Company or one of its subsidiaries in fiscal year 2004, and each of them received fiscal year 2004 compensation that exceeded $60,000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

~~Wm. G. Reed Jr. was approximately 30 days~~

The following officers filed a late ~~in filing a Report~~report on Form 4 relating to annual Stock Awards received in September 2003 and a late report on Form 5 relating to shared performance stock awards received in August 2003, due to an administrative oversight by the ~~exercise~~Company: Robert J. Bach, Douglas J. Burgum, David W. Cole, John G. Connors, Jean-Philippe Courtois, Kenneth A. DiPietro, Michelle J. Mathews, Eric D. Rudder, and Bradford L. Smith. The following officers filed a late report on Form 5 relating to shared performance stock awards received in August 2003, because of an administrative oversight by the Company: Craig J. Mundie and David Vaskevitch. The following officers filed a late report on either a Form 4 or a Form 5 relating to shares canceled in payment of withholding taxes on stock ~~options~~awards that vested in July 2003, because of an administrative oversight by the Company: James A. Allchin, Robert J. Bach, Douglas J. Burgum, David W. Cole, John G. Connors, Jean-Philippe Courtois, Kevin R. Johnson, Michelle J. Mathews, Craig J. Mundie, Jeffrey S. Raikes, Eric D. Rudder, Bradford L. Smith, and David Vaskevitch. Mr. ~~Reed~~Burgum filed a late report on amended Form 3 to report 230 shares (460 shares as adjusted for a stock split) inadvertently omitted from the total shares beneficially owned. Mr. Shirley was late in ~~December 2001.~~

~~7 / MSFT~~

~~2002 PROXY STATEMENT~~

filing a report on Form 4 to report the sale of shares under a 10b5-1 trading plan.

REPORT OF THE MICROSOFT CORPORATION BOARD OF DIRECTORS AUDIT COMMITTEE

The ~~primary~~Audit Committee’s purpose is to oversee the accounting and financial reporting processes of the ~~Audit Committee is to assist~~Company, the ~~Board of Directors in its general oversight~~audits of the Company’s financial ~~reporting process,~~statements, the qualifications of the public accounting firm engaged as the Company’s independent auditor to prepare or issue an audit report on the financial statements of the Company, and the performance of the Company’s internal and independent auditors. The Committee’s function is more fully described in its charter, which the ~~Committee~~Board has adopted and is included as Exhibit I1 to this ~~proxy statement.~~Proxy Statement. The Committee reviews the charter on an annual basis. The ~~Committee~~Board annually reviews the ~~NASD standard~~Nasdaq listing standards definition of independence for audit ~~committees~~committee members and ~~at its most recent review~~has determined that each member of the Committee meets that ~~standard.~~

standard as well as the definition of independence for audit committee members contained in the listing standards for the New York Stock Exchange.

Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. The Company’s independent ~~auditors,~~auditor, Deloitte & Touche LLP, ~~are~~is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted ~~accounting principles.~~

in the United States of America.

The Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended June 30, ~~2002~~2004 with the Company’s management and has discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards Board Standard No. 61, as amended, “Communication with Audit ~~Committees.”~~Committees” and SEC Regulation S-X, Rule 2-07. In addition, Deloitte & Touche LLP has provided the Audit


13 / MSFT		2004 PROXY STATEMENT

Committee with the written disclosures and the letter required by the Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and the Audit Committee has discussed with Deloitte & Touche LLP their independence.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2002,~~2004, for filing with the Securities and Exchange ~~Commission.~~

~~AUDIT COMMITTEE~~

~~James I. Cash Jr.~~

~~Wm. G. Reed Jr.~~

~~Jon Shirley~~

~~FEES PAID TO DELOITTE & TOUCHE LLP~~

~~The audit committee retained~~Commission, and selected Deloitte & Touche LLP as the ~~company’s~~ independent ~~auditors to audit the Company’s financial statements~~auditor for fiscal ~~2002.~~year 2005. The ~~aggregate~~Board is recommending that shareholders ratify that selection at the annual meeting.

AUDIT COMMITTEE

James I. Cash Jr.

Charles H. Noski

Wm. G. Reed Jr.


14 / MSFT		2004 PROXY STATEMENT

FEES BILLED BY DELOITTE & TOUCHE LLP

Fees

The following table presents fees ~~billed~~for professional audit services rendered by Deloitte & Touche ~~LPP include fees~~LLP for the ~~following~~audit of the Company’s annual financial statements for the years ended June 30, 2003 and 2004, and fees billed for other services rendered ~~during fiscal 2002:~~

~~Audit Fees~~ totaling $5.03 million, which included fees for the review and examination of Microsoft’s consolidated financial statements, quarterly reviews of interim financial statements, and consultations on accounting matters related to the financial statements.

~~All Other Fees~~ ~~totaling $16.39 million, which consisted of $12.65 million in~~~~audit-related services~~ ~~including statutory audits of foreign domiciled subsidiaries, software licensee related audits, and audits of benefit plans, joint ventures, and partnerships, $0.52 million in~~~~tax services~~~~, and $3.22 million in~~~~other services~~ ~~including a variety of benchmarking and business process improvement projects conducted for individual business units.~~by Deloitte & Touche ~~was not engaged to provide any internal audit or accounting record keeping services.~~

~~Financial Information Systems Design and Implementation Fees.~~ ~~Deloitte & Touche was not engaged to perform any services involving financial information systems design and implementation.~~

LLP during those periods.


(In millions)
Year Ended June 30	2003	2004

Audit Fees	$10.7	$15.9
Audit-Related Fees⁽¹⁾	7.7	6.9
Tax Fees⁽²⁾	1.9	1.2
All Other Fees⁽³⁾	7.2	2.8

Total	$27.5	$26.8

(1)

Audit-Related Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of Microsoft’s financial statements. This category includes fees related to the performance of audits and attest services not required by statute or regulations, audits of the Company’s benefit plans, due diligence related to mergers, acquisitions, and investments, additional revenue and license compliance procedures related to performance of the review or audit of Microsoft’s financial statements, and accounting consultations about the application of GAAP to proposed transactions. This category also includes additional revenue assurance and license compliance procedures under contracts that provide for review by an independent accountant, and advice about controls associated with the completeness and accuracy of the Company’s software licensing revenue. These services support the evaluation of the effectiveness of internal controls over revenue recognition, and enhance the auditor’s understanding of licensing programs and controls. An improved process was established in fiscal 2004 to review and track the nature of specific licensing-related service requests. This process provided for more comprehensive assessment of the classification of certain licensing compliance services. As a result, fees for certain types of services that appeared under “All Other Fees” in fiscal year 2003 appear in “Audit-Related Fees” in fiscal 2004.

(2)

Tax Fees consist of the aggregate fees billed for professional services rendered by Deloitte & Touche LLP for tax compliance, tax advice, and tax planning (domestic and international).

(3)

All Other Fees consist principally of services supporting the Company’s volume licensing compliance and revenue assurance initiatives, including data analysis and risk assessment. As discussed in (1) above, an improved process was established in fiscal 2004 to track the nature of specific licensing-related service requests and associated fees that allowed additional differentiation in the nature of specific services. In the absence of that information in fiscal 2003 all of those fees were classified as “All Other Fees.”

The Audit Committee has concluded the provision of the non-audit services listed ~~as “All Other Fees”~~ above is compatible with maintaining the independence of Deloitte & Touche LLP.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

The Audit Committee is responsible for appointing, setting compensation, and overseeing the work of the independent auditor. The Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent auditor. A centralized service request function is used to provide an initial assessment of requests from Company personnel for services by the independent auditor for compliance with the auditor services policy. The request must be specific as to the particular services to be provided. If the initial assessment is favorable, the request is forwarded for review to a group whose members come from the Company’s

8
15 / MSFT		~~2002~~2004 PROXY STATEMENT

Finance, Legal, Tax, and Internal Audit departments. Requests approved by the group are aggregated and submitted to the Audit Committee in one of the following ways:

Request for approval of services at a meeting of the Audit Committee; or

Request for approval of services by a designated member of the Audit Committee.

INFORMATION REGARDING PROPOSALS 2 and 3

Background and Reason for Proposed Amendments to Stock Plans

On July 20, 2004, Microsoft announced the decision by the Board of Directors to provide up to $75 billion to shareholders over the next four years. This decision has three components:

An increased regular dividend

A stock buy-back program of up to $30 billion over four years

A special dividend of $3.00 per share

The contributions of our employees have been critical to the success that allowed Microsoft to take these actions. Our stock compensation plans have played an important role in motivating this performance. Because our stock plans did not contemplate a special dividend to shareholders, the Board has approved plan amendments and award adjustments that would ensure employees, directors, consultants and advisors that hold awards under our stock plans are not disadvantaged by the special dividend. The Board and management determined that it would be appropriate to present the plan amendments to shareholders for their approval.

The amendments will allow adjustment of vested and unvested stock options and unvested stock awards to maintain their economic value after the special dividend equivalent to their pre-dividend value. In theory (and disregarding other events that may affect financial markets), when a company transfers part of its assets to shareholders, its stock price declines by the amount of the dividend once the ex-dividend date passes. For shareholders, any stock price decline is offset by the cash they receive in the form of the dividend. Microsoft’s existing stock options, unvested stock awards, and shared performance stock awards are not eligible to receive a dividend, so we would adjust these awards based on the amount of the special dividend, applying the same arithmetic formula that would be used for other capital events such as stock splits or reorganizations.

The specific details of the adjustments are explained in the next section of this summary. We believe it is appropriate that all holders of Microsoft equity, including holders of stock options, stock awards and shared performance stock awards under our stock plans, be treated equally with respect to the special dividend. If Proposal 2, which relates to the amendments to the 2001 Stock Plan and the 1991 Stock Option Plan, is not approved by shareholders, out of fairness to our employees the special dividend would not be made, and the Board and management would consider other alternatives.

Adjustments to awards issued under the Company’s stock plans described in the following proposals will only occur if shareholders approve the amendments to the relevant plan. The adjustments will not result in any equity compensation expense for the Company.

Special Dividend Adjustments if Amendments are Approved

If shareholders approve the applicable amendments, awards that are outstanding immediately prior to the ex-dividend date for the special dividend will be adjusted as follows:

Stock Options. The exercise price will be adjusted downward and the number of options will be adjusted upward pursuant to the following formulas, where “Closing Price” means the official Nasdaq closing price of a share of Microsoft common stock on the last trading day before the ex-dividend date for the special dividend.

The exercise price of stock options outstanding immediately before the ex-dividend date will be adjusted downward to the product of:


Pre-dividend Exercise Price	x	(Closing Price- $3.00)	=	Post-dividend Exercise Price
		Closing Price


16 / MSFT		2004 PROXY STATEMENT

The number of shares covered by each stock option outstanding immediately before the ex-dividend date will be adjusted upward to the product of:


Number of Shares Pre-dividend	x	Closing Price	=	Number of Shares Post-dividend
		(Closing Price- $3.00)

Additional options outstanding as a result of these adjustments would be vested or unvested in proportion to the number of options covered by an award that are vested or unvested immediately before the adjustment, and the additional unvested options will vest on the remaining vesting dates applicable to such award, in proportion to the number of options that vest on each of those dates.

Stock Awards. The number of shares covered by each stock award will be adjusted upward by the number of shares that would be purchased if the special dividend was paid on the stock awards and that amount was reinvested in Microsoft stock at a price equal to the Closing Price minus the amount of the special dividend. Stated as a formula:

The number of shares covered by each stock award outstanding immediately before the ex-dividend date will be adjusted upward to the product of:


Number of Shares Pre-dividend	x	Closing Price	=	Number of Shares Post-dividend
		(Closing Price- $3.00)

Additional stock awards outstanding as a result of these adjustments would vest on the remaining vesting dates applicable to such award, in proportion to the number of stock awards that vest on each of those dates.

Shared Performance Stock Awards. The target award for each outstanding shared performance stock award will be adjusted by using the same formula that applies for stock awards.

Maximum Number of Shares Issuable under Plan. The maximum number of shares issuable under each plan will be increased by the additional number of shares covered by options, stock awards, and shared performance stock awards outstanding under such plan as a result of the adjustments, however the number of shares remaining available for future awards under each plan immediately before the adjustments will be the same as the number of shares remaining available for future awards immediately after the adjustments.

Different Treatment in Certain Jurisdictions

The above examples describe the adjustments that would apply to the vast majority of our outstanding stock options and all outstanding unvested stock awards and shared performance stock awards. Stock options held by employees in countries where the Company determines there may be unfavorable tax consequences to employees as a result of an adjustment will not be adjusted for the special dividend. In lieu of an adjustment, the Company would grant those option holders stock awards with a value equal to the decline in the Black-Scholes value of the unadjusted options as a result of the special dividend, as determined by Microsoft. That grant would not be made pursuant to the adjustment provisions of the relevant plan; rather it would be a new grant under the 2001 Stock Plan.

General

This discussion is designed to help shareholders understand the proposed adjustments that would occur relating to the payment of the special dividend conditionally declared by the Board on July 20, 2004. The plan amendments would provide general authority to make adjustments in the event of any distribution of assets to shareholders other than a normal cash dividend. If any other distribution of assets to shareholders other than a normal cash dividend was declared in the future, the plan amendments would grant the Board authority to make adjustments to outstanding awards, which may or may not be identical to the adjustments described above. The plan amendments are not intended to override the requirement that the Company obtain shareholder approval for a repricing of awards; the amendments would only apply to the circumstance described above, similar to the adjustments that are currently permitted under the stock plans for other types of capital events such as a stock split, stock dividend, or recapitalization.


17 / MSFT		2004 PROXY STATEMENT

2. PROPOSAL FOR APPROVAL OF AMENDMENTS TO THE ~~2003 EMPLOYEE~~2001 STOCK ~~PURCHASE~~PLAN AND THE 1991 STOCK OPTION PLAN

On July 20, 2004, the ~~meeting,~~Board of Directors declared a special dividend of $3.00 per share of common stock payable December 2, 2004 to all shareholders of record on November 17, 2004, conditioned on shareholder approval of amendments to the 2001 Stock Plan (the “2001 Stock Plan”) and the 1991 Stock Option Plan (the “1991 Plan”). Following the conditional declaration of the special dividend, the Board amended the 2001 Stock Plan and the 1991 Plan, subject to shareholder approval. If these amendments are approved, the board will have the authority to adjust awards under the 2001 Stock Plan and the 1991 Plan in connection with any distribution of assets other than a normal cash dividend. If these amendments are approved, the special dividend declared July 20, 2004 will be unconditional and the adjustments to the employee awards approved by the Board will occur on the ex-dividend date for the special dividend.

Proposed Amendments

The Board has amended the 2001 Stock Plan and the 1991 Plan in similar ways to permit the Board to adjust awards, the numeric grant limitations in the plan, and the number of shares covered by the plan in the event of any distribution to shareholders other than a normal cash dividend. Microsoft proposes to restate the first paragraph of Section 14 of the 2001 Stock Plan to read as follows:

14. Adjustments to Shares Subject to the Plan.

If any change is made to the Shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities and/or the price per Share covered by outstanding Awards under the Plan, (iii) the Maximum Annual Participant Award, (iv) the maximum aggregate number of Shares underlying all Nonqualified Stock Options and SARs with a per Share exercise price of less than fair market value on any grant date that may be granted under the Plan, and (v) the maximum aggregate number of Shares underlying all Awards with a vesting period of less than three years. The Board may also make adjustments described in (i)-(v) of the previous sentence in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 14, the Board may take into account such factors as it deems appropriate, including (i) the restrictions of applicable law, (ii) the potential tax consequences of an adjustment and (iii) the possibility that some Awardees might receive an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding Awards, modify vesting dates, defer the delivery of stock certificates or make other equitable adjustments. Any such adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Board shall be final, binding and conclusive. For purposes of this Section 14, conversion of any convertible securities of the Company shall not be deemed to have been effected without receipt of consideration. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.

The adjustment provisions of Section 11 of the 1991 Plan have been similarly revised, subject to shareholder approval. Each amended plan also includes related changes to implement the effect of the revisions to the adjustment provisions. This section previously allowed for adjustments to awards for a capital event. It has been revised to provide express authority to make adjustments for distributions to shareholders other than a normal cash dividend.

For the reasons described under “Information Regarding Proposals 2 and 3,” which begins on page 16 of this proxy statement, the Board has adopted resolutions approving, and recommending to the shareholders ~~will be requested~~for their approval, amendments to ~~approve~~ the ~~2003 Employee~~2001 Stock ~~Purchase~~ Plan ~~(the “Purchase Plan”) which is an amendment~~ and ~~restatement of~~ the ~~Company’s 1997 Employee Stock Purchase~~1991 Plan. ~~The 1997 Plan would expire on December 31, 2002 if~~

Since the ~~Purchase Plan is not approved. The Board recommends~~ approval of the ~~Purchase~~amended and restated 2001 Stock Plan at the 2003 Annual Meeting of Shareholders, the Board has approved the following additional changes to the 2001 Stock Plan.


18 / MSFT		2004 PROXY STATEMENT

reduced the maximum aggregate number of shares underlying all stock awards that may be granted to any person in ~~order~~a single fiscal year from 20 million shares to ~~allow~~5 million shares; and

added a requirement that all awards must contain a minimum three-year vesting period from the date of grant, except that awards covering up to 50 million shares (increased, proportionately, in the event of a stock split, stock dividend, or similar event) may be granted without regard to the three year vesting restriction, and performance-based awards and stock options assumed or substituted upon an acquisition are not subject to the three year vesting restriction.

These changes were made to have the terms of the 2001 Stock Plan better reflect the intended usage of the plan by the Company, and are now part of the 2001 Stock Plan whether or not this proposal is adopted.

The principal provisions of the amended and restated plans are summarized below. These summaries are qualified in their entirety by reference to ~~continue~~the actual plans, copies of which are attached to ~~offer its employees~~ the ~~ability to invest in~~electronic copy of this Proxy Statement filed with the ~~Company’s common stock at an attractive price. A~~SEC and may be accessed from the SEC’s home page (www.sec.gov). In addition, a copy of the ~~Purchase~~2001 Stock Plan and the 1991 Plan, each as amended and restated, for which shareholder approval is being sought may be obtained upon written request ~~to the Company’s~~to: Investor Relations Department, atMicrosoft Corporation, One Microsoft Way, Redmond, ~~Washington~~WA 98052.

~~DESCRIPTION OF THE PLAN~~Description of the 2001 Stock Plan, as Amended and Restated, Subject to Shareholder Approval

General. The ~~Purchase~~purposes of the 2001 Stock Plan ~~if approved~~are to attract and retain the best available individuals for positions of substantial responsibility, to provide additional incentive to such individuals, and to promote the success of Microsoft’s business by aligning the ~~shareholders, will establish sub-plans designed~~financial interests of employees and consultants providing personal services to ~~permit~~ the ~~purchase of~~ Company or its affiliates with long-term shareholder value. Stock options, stock awards, and stock appreciation rights may be granted under the 2001 Stock Plan. Options granted under the 2001 Stock Plan may be either “incentive stock options,” as defined in ~~a “Statutory Plan,” intended to satisfy the requirements of~~ Section ~~423~~422 of the Internal Revenue Code (“Code”), or ~~in a “Non-Statutory Plan.” Except as modified~~nonqualified stock options.

Administration. The 2001 Stock Plan is administered by the ~~Purchase~~ Board or the Compensation Committee of the Board (hereafter, the “Committee”).

Plan ~~administrative committee~~Benefits. Because benefits under the 2001 Stock Plan depend on the Committee’s actions and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received by officers and other employees under the 2001 Stock Plan.

Eligibility. Incentive stock options may be granted only to employees of the Company or its subsidiaries. Nonqualified stock options, stock awards, and stock appreciation rights awards may be granted under the 2001 Stock Plan to employees and consultants of the Company, its affiliates and subsidiaries, as well as to persons to whom offers of employment as employees have been made. The Committee, in its discretion, will select the individuals to whom options, stock awards, and stock appreciation rights will be granted, the time or times when such awards are granted, and the number of shares subject to each grant.

Shares Subject to the 2001 Stock Plan. The total number of shares of Company common stock that may be awarded and delivered under the 2001 Stock Plan are (a) the number of shares that remained available for future awards under the Company’s 1991 Plan as of January 1, 2001, the effective date of the 2001 Stock Plan, (b) plus any shares represented by awards under the 1991 Plan that expire, are forfeited, are cancelled without delivery of shares, or otherwise result in the ~~case~~return of ~~a Non-Statutory~~shares to the Company, (c) minus 100,000,000 shares. In addition, when any award under the 2001 Stock Plan expires or for any reason shares underlying an award are not delivered in full, the ~~Purchase Plan~~undelivered shares will ~~allow all employees of companies that have been designated to participate~~become available for future awards under the 2001 Stock Plan. Notwithstanding the foregoing, any awards represented by stock options transferred under an option transfer program, such as the program conducted by the Company in the ~~Purchase~~second quarter of fiscal year 2004, will be removed from the 2001 Stock Plan, ~~other than employees whose customary employment is~~and the shares underlying the transferred stock options will not be available for ~~not more than five months a year, to authorize payroll deductions at any whole percentage rate from 1% to 15%~~regrant under the 2001 Stock Plan, regardless of ~~cash performance-based pay (including overtime~~whether the transferred stock options are exercised or ~~performance bonuses,~~expire unexercised. The shares that may be awarded and delivered under the 2001 Stock Plan may be authorized, but ~~excluding certain other types~~unissued, or reacquired common shares.


19 / MSFT		2004 PROXY STATEMENT

Limitations. The 2001 Stock Plan provides that the maximum aggregate number of ~~bonuses such as relocation and sign-on bonuses)~~Company common shares underlying all awards to be ~~applied toward the purchase~~granted to any person in any single fiscal year of the ~~Company’s common stock. There will be 100 million~~Company is 20,000,000 shares of common stock ~~reserved~~(5 million shares for ~~issuance~~a stock award). The aggregate number of shares underlying all nonqualified stock options and all stock appreciation rights that may be granted under the ~~Purchase Plan. As of September 9, 2002, there were approximately 50,469 employees eligible to participate in the Purchase Plan. The Purchase~~2001 Stock Plan ~~will terminate on December 31, 2012, or earlier~~at exercise prices which are less than fair market value at the ~~discretion~~dates of ~~the Board or~~such grants may not exceed 50,000,000 (excluding certain replacement (conversion) options granted to employees, consultants and advisors of acquired entities). These limits are increased proportionately in the event ~~all shares reserved under~~of any stock split, stock dividend or similar event.

Terms and Conditions of Awards. Each award is to be evidenced by an award agreement between the ~~plan have been purchased.~~

~~Separate six-month offerings commence on January 1~~Company and ~~July 1 of each year. No employee may purchase more than 1,000~~the individual awardee and is subject to the following additional terms and conditions:

Exercise Price. The Committee will determine the exercise price for the shares of common stock ~~during any single offering.~~

An employee must authorize a payroll deduction before the start of an offering in order to participate in that offering. On the last business day of the offering, the employee will be deemed to have exercised the option to purchase as many shares as the employee’s payroll deduction will allowunderlying each award at the time the award is granted. The exercise price for shares under an incentive stock option ~~price. The option price is 85%~~may not be less than 100% of ~~the lesser of (i)~~ the fair market value of the common stock on the ~~first business day~~date such option is granted. The exercise price for shares subject to a nonqualified stock option or stock appreciation right may not be less than 75% of ~~the offering, or (ii)~~ the fair market value of the common stock on the ~~last business day~~date such award is granted, except that certain replacement (conversion) options with lower exercise prices for the underlying shares may be granted, in connection with acquisitions, to employees, consultants and advisors of acquired entities. The fair market value price for a share of Company common stock underlying each award is the ~~offering.~~closing price per share on Nasdaq on the date the award is granted. The closing price for one share of Microsoft common stock on September 14, 2004 was $27.44. No award may be repriced, replaced, regranted through cancellation, or modified without shareholder approval (except in connection with a change in the Company’s capitalization or similar event), if the effect would be to reduce the exercise price for the shares underlying such award.

Exercise of Award; Form of Consideration. The Committee will determine when awards become exercisable. Each award is required to have a minimum vesting period of not less than three years from the date of grant, except that the following are not subject to the three year vesting restriction: (i) awards covering up to 50,000,000 shares (increased, proportionately, in the event of any stock split, stock dividend or similar event) and (ii) awards that are granted or that vest subject to performance goals and awards assumed or substituted upon an acquisition.

The means of payment, if any, for shares issued upon exercise of an award will be specified in each award agreement. The 2001 Stock Plan permits payment to be made by cash, check, broker-assisted same day sales, and, in the case of certain executive officers, by delivery of other shares of Company stock which they have owned for six months or more as of the ~~Company’s~~exercise date. For nonqualified stock options, stock awards, and stock received upon the exercise of stock appreciation rights, the option holder or stock recipient must also pay the Company, at the time of purchase, the amount of federal, state, and local withholding taxes required to be withheld by the Company. An award under the 2001 Stock Plan may permit or require that such withholding tax obligations be paid by having the Company withhold shares of common stock ~~as reported on~~having a value equal to the ~~Nasdaq Stock Market on September 9, 2002 was $48.70.~~

~~An employee may withdraw from an offering at any time before the first day~~amount required to be withheld. Certain executives of the ~~last month~~Company may elect to pay their withholding obligations by having shares withheld.

Performance Goals. Awards may, but need not, vest or be granted subject to the satisfaction of one or more performance goals. Performance goals for awards will be determined by the Committee and will be designed to support the Company’s business strategy, and align executives’ interests with customer and shareholder interests. For awards that are intended to qualify as performance-based compensation under Section 162(m) of the ~~offering period. Upon withdrawal, the amount in the employee’s account~~Internal Revenue Code, performance goals will be refunded. An employee may suspend participation in an offering at any time before the first day of the last month of the offering period by reducing his or her payroll deduction percentage election to 0% for the remainder of the offering. In such a case, the amount accumulated in the employee’s account prior to the suspension is not refunded, but is used to purchase shares as described in the preceding paragraph. An employee who has withdrawn from or suspended participation in an offering may not again participate in the Purchase Plan until the next offering commences.

~~No employee shall be permitted to purchase any shares under the Purchase Plan if such employee, immediately after such purchase, owns shares possessing five percent~~based on one or more of the following business criteria: sales or licensing volume, revenues, customer satisfaction, expenses, organizational health/productivity, earnings (which includes similar measurements such as net profits, operating profits and net income, and which may be calculated before or after taxes, interest, depreciation, amortization or taxes), margins, cash flow, shareholder return, return on equity, assets, or investments, working capital, product shipments, product releases, brand or product recognition/acceptance, and/or stock price.

Achievement of the goals may be measured individually, alternatively, or in any combination; with respect to Microsoft, a subsidiary, division, business unit, product line, product, or any combination of the foregoing; on an absolute basis, or relative to a target, to a designated comparison group, to results in other periods, or to other external measures; and including or excluding items that could affect the measurement, such as extraordinary or unusual and nonrecurring gains or losses, litigation or claim judgments or settlements, material changes in tax laws, acquisitions, divestitures, the cumulative effect of accounting changes, asset write-downs, restructuring charges, or the results of discontinued operations.


20 / MSFT		2004 PROXY STATEMENT

Term of Award. The term of an award may be no more than ten years from the date of grant. No award may be exercised after the expiration of its term.

Death or Disability. If an awardee’s employment or consulting relationship terminates as a result of his or her death or total ~~combined voting power~~and permanent disability, then his or her awards will vest to the extent of any vesting that would have occurred within the following 12 months had the employment or consulting relationship continued. Following death, an option or SAR may be exercised, to the extent vested and not expired, within the 12-month period following the awardee’s death by his or her estate or by the person who acquires the exercise right by bequest or inheritance. Following total and permanent disability, an option or SAR may be exercised, to the extent vested and not expired, within the 18-month period following the date on which the awardee ceased performing services.

Nontransferability of Awards. Unless otherwise determined by the Committee, awards granted under the 2001 Stock Plan are not transferable other than by will or the laws of descent and distribution and may be exercised during the awardee’s lifetime only by the awardee.

Other Provisions. An award agreement may contain other terms and provisions consistent with the 2001 Stock Plan, as may be determined by the Committee.

Stock Awards. Stock awards may be granted alone, in addition to, or in tandem with other awards under the 2001 Stock Plan. Unless the Committee determines otherwise, the award agreement will provide that any non-vested stock underlying the stock award is forfeited back to the Company upon the awardee’s termination of employment or consulting relationship for any reason. If the unvested shares were purchased under a stock award, at the termination of employment or consulting relationship the shares will be immediately resold to the Company at the original purchase price.

Stock Appreciation Rights. Stock appreciation rights (“SARs”) may be granted alone (“Stand-Alone SARs”), in addition to, or in tandem (“Tandem SARs”) with a stock option under the 2001 Stock Plan. Upon exercise of a Stand-Alone SAR, the awardee will be entitled to receive the excess of the fair market value on the exercise date of the Company common shares underlying the SAR over the aggregate base price applicable to such shares; provided that the base price per share may not be less than the fair market value of ~~all classes~~such shares on the grant date. An awardee granted a Tandem SAR will be required to elect between exercising the underlying option and surrendering the option in exchange for a distribution from the Company equal to the excess of the fair market value on the surrender date of the shares that were vested under the surrendered option over the aggregate exercise price payable for such shares. Any such surrender must be first approved by the Committee. Distributions to the awardee may be made in common stock, in cash, or in a combination of stock and cash, as determined by the Committee.

Adjustments to Shares Subject to the Plan. If any change is made to the Company’s common shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities and/or the price per share covered by outstanding awards under the Plan, (iii) the maximum annual award, (iv) the limit on nonqualified stock options and SARs with an exercise price of less than fair market value on the grant date, and (v) the limit on awards with a vesting period of less than three years. Such adjustments may also be made in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under these provisions, the Board may take into account such factors as it deems appropriate. Any such adjustments to outstanding awards will be effected in a manner that precludes the enlargement of rights and benefits under such awards.

In the event of a liquidation or dissolution of the Company, any unexercised awards will terminate immediately prior to the proposed action unless otherwise determined by the Board. In the event of the sale of substantially all assets of the Company or ~~its~~a merger with or into another corporation In the event of the sale of substantially all assets of the Company or a merger with or into another corporation, each award shall be assumed or an equivalent award shall be substituted by the successor corporation or a parent or subsidiary ~~corporations. The fair market value of all shares purchased by an employee under the Purchase Plan during any calendar year may not exceed $25,000.~~

Because the purchase of shares under the Purchase Plan is discretionary with all eligible employees, the amount of shares which would have been distributable during fiscal 2002 to all employees, or to groups of employees, or to any particular employee of the ~~Company had~~successor corporation or, if not assumed, shall be fully vested.


21 / MSFT		2004 PROXY STATEMENT

Amendment and Termination of the ~~Purchase~~2001 Stock Plan ~~been in effect during the year are not determinable.~~

. The Board ~~of Directors~~ may amend, alter, suspend, or terminate the 2001 Stock Plan, or any part thereof, at any time ~~amend or terminate the Purchase Plan, provided that no employee’s existing rights under~~and for any ~~offering already commenced may be adversely affected thereby. No amendment may be made to the Purchase Plan without prior approval of the shareholders of~~reason. However, the Company ~~if such amendment would~~shall obtain shareholder approval or ratification for any increase in the number of shares ~~reserved thereunder~~subject to the Plan (other than in connection with the adjustment provisions of the Plan), and for any award repricing, replacement, regrant through cancellation, or ~~materially modify~~modification that reduces the ~~eligibility requirements.~~

exercise price for shares under the award. No such action by the Board or shareholders may affect any award previously granted under the 2001 Stock Plan without the written agreement of the awardee; provided that the consent of an awardee is not necessary for a modification or amendment of the award, or the acceleration or deferral of the award’s vesting or exercise, that in the reasonable judgment of the Board confers a benefit on the awardee or is made in connection with the 2001 Stock Plan’s provisions for adjustment of shares in the event of changes to the shares underlying the award or the distribution of assets to shareholders other than under a normal cash dividend. The 2001 Stock Plan remains in effect until terminated by action of the Board or operation of law.

~~FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE PURCHASE PLAN~~Federal Income Tax Consequences Relating to the 2001 Stock Plan, as Amended and Restated

The U.S. federal income tax consequences to the Company and its employees of awards under the 2001 Stock Plan are complex and subject to change. The following discussion ~~which has been prepared by the law firm of Preston Gates & Ellis LLP, counsel to the Company,~~ is only a summary of the general ~~U.S. federal income tax~~ rules applicable to ~~purchases offered by~~ the ~~Company and certain~~2001 Stock Plan.

Recipients of ~~its designated subsidiaries~~awards under the ~~Statutory~~2001 Stock Plan ~~which is a sub-plan of the Purchase Plan. Employees~~ should consult their own tax advisors since a taxpayer’s particular situation may be such that some variation of the rules described below will apply.

As discussed above, several different types of instruments may be issued under the Stock Plan. The ~~Statutory~~tax consequences related to the issuance of each is discussed separately below.

Options. As noted above, options granted under the 2001 Stock Plan may be either incentive stock options or nonqualified stock options. Incentive stock options are options which are designated as such by the Company and which meet certain requirements under Section 422 of the Code and the ~~right of participants to make purchases thereunder are intended to qualify~~regulations thereunder. Any option that does not satisfy these requirements will be treated as a nonqualified stock option.

Incentive Stock Options. If an option granted under the ~~provisions of Section 421 and 423~~2001 Stock Plan is treated as an incentive stock option, the optionee will not recognize any income upon either the grant or the exercise of the ~~Internal Revenue Code. Under those provisions, no income~~option, and the Company will not be ~~taxable~~allowed a deduction for federal tax purposes. Upon a sale of the shares, the tax treatment to ~~a participant~~the optionee and the Company will depend primarily upon whether the optionee has met certain holding period requirements at the time he or she sells the shares. In addition, as discussed below, the exercise of ~~grant~~an incentive stock option may subject the optionee to alternative minimum tax liability.

If an optionee exercises an incentive stock option and does not dispose of the ~~option or purchase of shares. However, a participant may become liable for tax upon dispositions of~~ shares ~~acquired under the Statutory Plan, and the tax consequences will depend on how long a participant has held the shares prior to disposition.~~

~~9 / MSFT~~

~~2002 PROXY STATEMENT~~

~~If the shares are disposed of (a) at least~~received within two years after the date ~~of the beginning of the offering period and (b) at least~~such option was granted or within one year after the ~~stock is purchased in accordance with the Purchase Plan (or if the employee dies while holding the shares), the following tax consequences will apply.~~

~~The lesser of (a) the excess of fair market value~~transfer of the shares atto him or her, any gain realized upon the ~~time of~~disposition will be characterized as long-term capital gain and, in such ~~disposition over~~case, the ~~purchase price~~Company will not be entitled to a federal tax deduction.

If the optionee disposes of the shares ~~(the “option price”),~~either within two years after the date the option is granted or ~~(b)~~within one year after the ~~excess of the fair market value~~transfer of the shares ~~at the time the option was granted over the option price (which option price~~to him or her, such disposition will be ~~computed~~treated as ~~of the offering date) will be taxed as ordinary income to the participant. Any further gain upon~~a disqualifying disposition ~~generally will be taxed at long-term capital gain rates. If the shares are sold~~ and ~~the sales price is less than the option price, there is no ordinary income and the participant has a long-term capital loss~~an amount equal to the ~~difference. If an employee holds the shares for the holding periods described above, no deduction in respect~~lesser of ~~the disposition of such shares will be allowed to the Company.~~

If the shares are sold or disposed of (including by way of gift) before the expiration of either the two year or the one year holding periods described above, the following tax consequences will apply. The amount by which(1) the fair market value of the shares on the date of exercise minus the ~~option is exercised (which is~~exercise price, or (2) the ~~last business day of~~amount realized on the ~~offering period and which is hereafter referred to as~~disposition minus the ~~“termination date”) exceeds the option~~exercise price, will be taxed as ordinary income to the ~~participant. This excess will constitute ordinary income~~optionee in the taxable year in which the disposition occurs. (However, in the case of ~~sale or~~gifts, sales to related parties, and certain other ~~disposition even if no gain is realized on~~transactions, the ~~sale or a gratuitous transfer~~full difference between the fair market value of the ~~shares is made. The balance of any gain~~stock and the purchase price will be ~~taxed~~treated as ~~capital gain and~~compensation income.) The excess, if any, of the amount realized upon disposition over the fair market value at the time of the exercise of the option will ~~qualify for~~be treated as long-term capital gain ~~treatment~~ if the shares have been held for more than one year following the exercise of the option. IfIn the ~~shares are sold for an amount that is less than their fair market value~~event of a disqualifying disposition, the Company may withhold income taxes from the optionee’s compensation with respect to the ordinary income realized by the optionee as a result of the ~~termination date, the participant recognizes ordinary income equal~~disqualifying disposition.

The exercise of an incentive stock option may subject an optionee to ~~the~~alternative minimum tax liability. The excess of the fair market value of the shares at the time an incentive stock option is exercised over the purchase price of the shares is included in income for purposes of the alternative minimum tax even though it is not included in taxable income for purposes of determining the regular tax liability of an employee. Consequently, an optionee may be obligated to pay alternative minimum tax in the year he or she exercises an incentive stock option.


22 / MSFT		2004 PROXY STATEMENT

In general, there will be no federal income tax deductions allowed to the Company upon the grant, exercise, or termination of an incentive stock option. However, if an optionee sells or otherwise disposes of stock received on the ~~termination date~~exercise of an incentive stock option in a disqualifying disposition, the Company will be entitled to a deduction for federal income tax purposes in an amount equal to the ordinary income, if any, recognized by the optionee upon disposition of the shares, provided that the deduction is not otherwise disallowed under the Code.

Nonqualified Stock Options. Nonqualified stock options granted under the 2001 Stock Plan do not qualify as “incentive stock options” and will not qualify for any special tax benefits to the optionee. An optionee generally will not recognize any taxable income at the time he or she is granted a nonqualified option. However, upon its exercise, the optionee will recognize ordinary income for federal tax purposes measured by the excess of the then fair market value of the shares over the exercise price. The income realized by the optionee will be subject to income and other employee withholding taxes.

The optionee’s basis for determination of gain or loss upon the subsequent disposition of shares acquired upon the exercise of a nonqualified stock option ~~price, and~~will be the ~~participant may recognize~~amount paid for such shares plus any ordinary income recognized as a ~~capital loss equal~~result of the exercise of such option. Upon disposition of any shares acquired pursuant to the exercise of a nonqualified stock option, the difference between the ~~sales~~sale price and the ~~value of such shares on the termination date. The Company,~~optionee’s basis in the ~~event of an early disposition,~~shares will be treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if the shares have been held for more than one year at their disposition.

In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of a nonqualified stock option or a sale or disposition of the shares acquired upon the exercise of a nonqualified stock option. However, upon the exercise of a nonqualified stock option, the Company will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income that an optionee is required to recognize as a result of the exercise, provided that the deduction is not otherwise disallowed under the Code.

Stock Awards. Generally, the recipient of a stock award will recognize ordinary compensation income at the time the Company’s common stock associated with the stock award is received in an amount equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is non-vested (i.e., if the employee is required to work for a period of time in order to have the right to sell the stock) when it is received under the 2001 Stock Plan and the recipient had not elected otherwise, the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary compensation income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. The income realized by the ~~disposing employee.~~

~~Currently,~~recipient will generally be subject to U.S. income and employment taxes.

In the case of stock awards that take the form of the Company’s unfunded and unsecured promise to issue common stock at a future date, the grant of this type of stock award is not a taxable event to the recipient because it constitutes an unfunded and unsecured promise to issue shares of Company common stock at a future date. Once this type of stock award vests and the recipient receives the Company ~~is not required~~common shares, the tax rules discussed in the previous paragraph will apply to ~~withhold employment~~receipt of such shares.

The recipient’s basis for determination of gain or ~~income taxes~~loss upon the ~~exercise~~subsequent disposition of ~~options~~shares acquired as stock awards will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested, as applicable. Upon the disposition of any stock received as a stock award under ~~plans qualifying under Sections 421~~the 2001 Stock Plan, the difference between the sale price and ~~423 of~~ the ~~Internal Revenue Code. However, the Internal Revenue Service may issue guidance~~recipient’s basis in the ~~future requiring the Company to withhold employment and/or income taxes upon the exercise of options under the Statutory Plan.~~

The Company may also permit purchases to be made under Non-Statutory Plans by employees of companies that do not participate in the Statutory Plan. The specific terms of such Non-Statutory Plans are not yet known, accordingly it is not possible to discuss with certainty the relevant tax consequences of these Non-Statutory Plans. The Non-Statutory Plansshares will be ~~sub-plans~~treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if, at the time of disposition, the ~~Purchase Plan that are generally not intended~~shares have been held for more than one year since the recipient recognized compensation income with respect to ~~qualify under~~such shares.

If a recipient of a stock award receives the ~~provisions~~cash equivalent of ~~Sections 421 and 423~~Company common stock (in lieu of actually receiving Company common stock), the ~~Internal Revenue Code. Therefore, it is likely that~~recipient will recognize ordinary compensation income at the time of the ~~exercise~~receipt of ~~an option under~~such cash in the amount of the cash received.

In the year that the recipient of a ~~Non-Statutory Plan, an employee subject~~stock award recognizes ordinary taxable income in respect of such award, the Company will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income that the recipient is required to recognize, provided that the deduction is not otherwise disallowed under the ~~Internal Revenue Code would~~Code.


23 / MSFT		2004 PROXY STATEMENT

Stock Appreciation Rights. As discussed above, the Company may grant either Stand-Alone SARs or Tandem SARs under the 2001 Stock Plan. Generally, the recipient of a Stand-Alone SAR will not recognize any taxable income at the time the Stand-Alone SAR is granted.

With respect to Stand-Alone SARs, if the employee receives the appreciation inherent in the SARs in cash, the cash will be taxable as ordinary compensation income to the employee at the time that it is received. If the employee receives the appreciation inherent in the Stand-Alone SARs in stock, the employee will recognize ordinary compensation income equal to the excess of the fair market value of the stock on the ~~date of exercise and~~day it is received over any amounts paid by the employee for the stock.

With respect to Tandem SARs, if a holder elects to surrender the underlying option ~~price, the Company would be able to claim a tax deduction~~in exchange for cash or stock equal to ~~this difference, and~~ the ~~Company would~~appreciation inherent in the underlying option, the tax consequences to the employee will be ~~required~~the same as discussed above relating to ~~withhold employment taxes and income tax~~Stand-Alone SARs. If the employee elects to exercise the underlying option, the holder will be taxed at the time of exercise as if he or she had exercised a nonqualified stock option (discussed above), i.e., the ~~purchase.~~

employee will recognize ordinary income for federal tax purposes measured by the excess of the then fair market value of the shares over the exercise price.

In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of Stand-Alone SARs or Tandem SARs. However, upon the exercise of either a Stand-Alone SAR or a Tandem SAR, the Company will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income that the employee is required to recognize as a result of the exercise, provided that the deduction is not otherwise disallowed under the Code.

~~EQUITY COMPENSATION PLAN INFORMATION~~Description of the 1991 Plan, as Amended and Restated, Subject to Shareholder Approval

In millions, except per share amounts

June 30, 2002

(a)

(b)

(c)
Plan category

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 (excluding securities reflected in column (a))
Equity compensation plans approved by security holders      802      $ 53.75      600



Equity compensation plans not approved by security holders      –      –      –


Total      802      $ 53.75      600

~~VOTE REQUIRED AND BOARD RECOMMENDATION~~General. No new options may be granted under the 1991 Plan. Effective January 1, 2001, all shares available for future awards, and all shares that are represented by awards that are forfeited, expire or are canceled without delivery of shares or otherwise result in the return of shares to the Company were transferred to the 2001 Stock Plan. Outstanding options under the 1991 Plan are eligible for adjustment in the event of certain events as described below.

The purposes of the 1991 Plan were to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to recipients, and to promote the success of Microsoft’s business by aligning employee financial interests with long-term shareholder value. Awards granted under the 1991 Plan could be either “incentive stock options,” as defined in Section 422 of the Internal Revenue Code (“Code”), or nonqualified stock options.

Administration. The 1991 Plan is administered by the Board or the Compensation Committee of the Board.

Plan Benefits. Because benefits under the 1991 Plan will depend on the Committee’s actions and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received by officers and other employees under the 1991 Plan.

Eligibility. Options under the 1991 Plan could be granted only to employees of the Company or a parent or subsidiary. The Committee, in its discretion, selected the individuals to whom options were granted, the time or times when such options were granted, and the number of shares subject to each grant.

Shares Subject to the 1991 Plan. The total number of shares of Company common stock that were authorized to be awarded and delivered upon the exercise of options under the 1991 Plan was 4,160,000,000, as adjusted for stock splits. Effective January 1, 2001, all shares available for future awards under the 1991 Plan, and all shares under the 1991 Plan that are represented by awards that are forfeited, expire or are canceled without delivery of shares or otherwise result in the return of shares to the Company were transferred to the 2001 Stock Plan.

Limitations. The maximum aggregate number of Company common shares with respect to which an option or options could be granted to any employee in any one taxable year was 16,000,000 shares.


24 / MSFT		2004 PROXY STATEMENT

Terms and Conditions of Options. Each option was evidenced by a written option agreement, which designated the option as either an incentive stock option or a nonqualified stock option, and was subject to the following additional terms and conditions:

Exercise Price. The Board or Committee determined the exercise price for the shares of common stock underlying each option at the time the option was granted. The exercise price for shares under an incentive stock option may not be less than 100% of the fair market value of the common stock on the date such option is granted.The fair market value price for a share of Company common stock underlying each award was the closing price per share on Nasdaq on the date the award was granted.

The closing price for one share of Microsoft common stock on September 14, 2004 was $27.44. No award may be repriced, replaced, regranted through cancellation, or modified without shareholder approval (except in connection with a change in the Company’s capitalization or similar event), if the effect would be to reduce the exercise price for the shares underlying such award.

Exercise of Award; Form of Consideration. The Board or Committee determined when options were to become exercisable. The means of payment, if any, for shares issued upon exercise of an option were specified in each option agreement. The 1991 Plan permitted payment to be made by cash, check, broker-assisted same day sales, and, in the case of certain executive officers, by delivery of other shares of Company stock. The optionee is required to pay the Company, prior to the issuance of shares upon exercise of an option, any applicable federal, state, and local withholding obligations of the Company. Certain executives of the Company may elect to pay their withholding obligations by having shares withheld.

Term of Option. The term of an option may be no more than 10 years from the date of grant. No option may be exercised after the expiration of its term. Except as provided below, any option must be exercised within three months (or such shorter period specified in the grant) following termination of the optionee’s employment.

Death or Disability. If an optionee’s employment terminates as a result of his or her death or total and permanent disability, then his or her options will vest to the extent of any vesting that would have occurred within the following 12 months had the employment continued. Following death, an option may be exercised, to the extent vested and not expired, within the 6- month period following the optionee’s death by his or her estate or by the person who acquires the exercise right by bequest or inheritance. Following total and permanent disability, an option may be exercised, to the extent vested and not expired, within the 18-month period following the date the optionee ceased working.

Nontransferability of Options. Unless otherwise determined by the Board or Committee, options granted under the 1991 Plan are not transferable other than by will or the laws of descent and distribution and may be exercised during the optionee’s lifetime only by the optionee.

Other Provisions. An option agreement may contain other terms and provisions consistent with the 1991 Plan, as may be determined by the Board or Committee.

In the event of a liquidation or dissolution of the Company, any unexercised options will terminate immediately prior to the proposed action unless otherwise determined by the Board. In the event of the sale of substantially all assets of the Company or a merger with or into another corporation, In the event of the sale of substantially all assets of the Company or a merger with or into another corporation, each award shall be assumed or an equivalent award shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation or, if not assumed, shall be fully vested.


25 / MSFT		2004 PROXY STATEMENT

Amendment and Termination of the 1991 Plan. The Board may amend or terminate the 1991 Plan, or any part thereof, at any time and for any reason. However, the Company shall obtain shareholder approval or ratification for any increase in the number of shares subject to the Plan (other than in connection with the adjustment provisions of the Plan). No such action by the Board or shareholders may affect any option already granted without the written agreement of the optionee; provided that the consent of an optionee is not necessary for a modification or amendment of the option, or the acceleration or deferral of the option’s vesting or exercise, that in the reasonable judgment of the Board confers a benefit on the optionee or is made in connection with the 1991 Plan’s provisions for adjustment of shares in the event of changes to the shares underlying the option or the distribution of assets to shareholders other than under a normal cash dividend.

Federal Income Tax Consequences Relating to the 1991 Plan, as Amended and Restated

A summary of the U.S. federal income tax consequences of incentive and nonqualified stock options under the 1991 Plan is set forth above under the description of the 2001 Stock Plan.

Vote Required and Board Recommendation

The affirmative vote of holders of a majority of the shares of common stock represented at the meeting is required to approve the ~~Purchase~~amendments to the 2001 Stock Plan and the 1991 Plan.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.

3.PROPOSAL FOR APPROVAL OF AMENDMENTS TO THE 1999

STOCK PLAN FOR NON-EMPLOYEE DIRECTORS, THE STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AND THESTOCK OPTION PLAN FOR CONSULTANTS AND ADVISORS

Following the conditional declaration of the special dividend on July 20, 2004, the Board amended the 1999 Stock Plan for Non-Employee Directors (the “1999 Director Plan”), the Stock Option Plan for Non-Employee Directors (the “Original Director Plan”) and the Stock Option Plan for Consultants and Advisors (the “Consultants and Advisors Plan”), subject to shareholder approval. If these amendments are approved, the Board will have the authority to adjust awards under those plans in connection with any distribution of assets other than a normal cash dividend and, if Proposal 2 is also approved, the adjustments approved by the Board to awards under the 1999 Director Plan, the Original Director Plan, and the Consultants and Advisors Plan will occur on the ex-dividend date for the special dividend, as described in “Information Regarding Proposals 2 and 3” above.

Proposed Amendments

The Board has adopted amendments to the 1999 Director Plan, the Original Director Plan, and the Consultants and Advisors Plan similar to the amendments to the adjustment provisions described in the discussion of Proposal 2. Microsoft proposes to restate the adjustment provisions of the 1999 Director Plan, the Original Director Plan and the Consultants and Advisors Plan to permit the Board to adjust awards under the plans, any numeric grant limitations in the plans, and the number of shares covered by the plans in the event of any distribution of assets other than a normal cash dividend, in a manner similar to the amendments to the 2001 Stock Plan.

For the reasons described under “Information Regarding Proposals 2 and 3,” which begins on page 16 of this proxy statement, the Board has adopted resolutions approving, and recommending to the shareholders for their approval, amendments to the 1999 Director Plan, the Original Director Plan and the Consultants and Advisors Plan. Each amended plan also includes related changes to implement the effect of the revisions to the adjustment provisions.

Shareholders should be aware that since the approval of the amended and restated 1999 Director Plan at the 2003 Annual Meeting of Shareholders, the Board has added a requirement that all awards under that plan must contain a minimum three year vesting period from the date of grant, excluding awards granted in lieu of cash compensation. This change was made to have the terms of the 1999 Director Plan better reflect the intended usage of the plan by the Company, and is now part of the 1999 Director Plan whether or not this resolution is adopted.


26 / MSFT		2004 PROXY STATEMENT

The principal provisions of the plans are summarized below. These summaries are qualified in their entirety by reference to the actual plans, copies of which are attached to the electronic copy of this Proxy Statement filed with the SEC and may be accessed from the SEC’s home page (www.sec.gov). In addition, a copy of the 1999 Director Stock Plan, the Director Stock Option Plan and the Consultants and Advisors Plan, each as amended and restated, for which shareholder approval is being sought may be obtained upon written request to: Investor Relations Department, Microsoft Corporation, One Microsoft Way, Redmond, WA 98052.

Description of the 1999 Director Plan, as Amended and Restated, Subject to Shareholder Approval

General. The purpose of the 1999 Director Plan is to attract and retain the services of experienced and knowledgeable non-employee directors for the benefit of Microsoft and its shareholders and to provide additional incentive for those directors to continue to work for the best interests of the Company and its shareholders through continuing ownership of the Company’s common stock.

Administration.The Board of Directors ~~recommends a vote~~has authority to grant awards to non-employee directors and is responsible for the ~~proposal.~~general administration and interpretation of the 1999 Director Plan.

Plan Benefits. Because benefits under the 1999 Director Plan will depend on the Board’s actions and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received by current non-employee directors if the amendments to the 1999 Director Plan are approved by the shareholders. In the fiscal year ended June 30, 2004, stock awards for an aggregate of 32,000 shares of the Company’s common stock were granted to non-employee directors. The closing price of Microsoft common stock on September 14, 2004 was $27.44.

Eligibility. Each director who is not, and has not been during the immediately preceding 12-month period, an employee of the Company or any subsidiary of the Company is eligible to participate in the 1999 Director Plan. The Board has the discretion to determine that one or more directors will not be eligible for a specified year or for an indefinite period.

Shares Subject to the 1999 Director Plan. An aggregate of 3,500,000 shares of common stock have been reserved for issuance under the 1999 Director Plan. The plan provides for the grant of both stock options and stock awards, which are referred to collectively in the plan as “awards”.

Limitations. Each eligible non-employee director will be eligible to receive an award of up to 10,000 shares on an annual basis. Each of the seven continuing non-employee directors of the Company will be eligible to receive these discretionary awards in fiscal year 2005. The 1999 Director Plan permits the Company to grant awards to each new non-employee director at the time of his or her initial election to the Board, for up to 25,000 shares. Each award, other than an award granted in lieu of cash compensation, shall vest over a period of not less than three (3) years from the date of grant.

Options. The exercise price and vesting schedule for all options granted under the 1999 Director Plan will be set by the Board in its discretion. Options granted under the 1999 Director Plan will become fully exercisable if the director ceases to serve on the Board for any reason within one year following any Change in Control of the Company (as defined in the 1999 Director Plan). Options may be exercised only while the option holder is a director of the Company, within 180 days after the date the option holder terminates as a director, or within 180 days after the death of the option holder. During the option holder’s lifetime, an option is exercisable only by the option holder. Options are not transferable except upon the death of the option holder, or as the Board of Directors may otherwise permit. At the date of exercise, the option holder may pay the full option price in cash or in shares of common stock previously acquired by the option holder valued at fair market value. Upon exercise of an option, the number of shares subject to the option and the number of shares available under the 1999 Director Plan for future option grants are reduced by the number of shares with respect to which the option is exercised.

10
27 / MSFT		~~2002~~2004 PROXY STATEMENT

~~3. SHAREHOLDER PROPOSAL NO. 1~~

~~John C. Harrington, P.O. Box 6108, Napa, California 94981 has notified~~Stock Awards. Stock awards may be granted either alone, in addition to, or in tandem with other awards granted under the ~~Company that it intends to submit the following proposal at this year’s annual meeting:~~

WHEREAS: our company’s business practices in China respect human and labor rights of workers. The eleven principles below were designed to commit a company to a widely accepted and thorough set of human and labor rights standards for China. They were defined by the International Labor Organization and the United Nations Covenants on Economic, Social and Cultural Rights, and Civil, and Political Rights. They have been signed by the Chinese government and China’s national laws.

~~(1)~~

No goods or products produced within our company’s facilities or those of suppliers shall be manufactured by bonded labor, forced labor, within prison camps or as part of reform-through-labor or reeducation-through-labor programs.

~~(2)~~

Our facilities and suppliers shall adhere to wages that meet workers’ basic needs, fair and decent working hours, and at a minimum, to the wage and hour guidelines provided by China’s national labor laws.

~~(3)~~

~~Our facilities and suppliers shall prohibit the use of corporal punishment, any physical, sexual or verbal abuse or harassment of workers.~~

~~(4)~~

~~Our facilities and suppliers shall use production methods that do not negatively affect the worker’s occupational safety and health.~~

~~(5)~~

~~Our facilities and suppliers shall not call on police or military to enter their premises to prevent workers from exercising their rights.~~

~~(6)~~

We shall undertake to promote the following freedoms among our employees and the employees of our suppliers: freedom of association and assembly, including the rights to form unions and bargain collectively; freedom of expression, and freedom from arbitrary arrest or detention.

~~(7)~~

~~Company employees and those of our suppliers shall not face discrimination in hiring, remuneration or promotion based on age, gender, marital status, pregnancy, ethnicity or region of origin.~~

~~(8)~~

Company employees and those of our suppliers shall not face discrimination in hiring, remuneration or promotion based on labor, political or religious activity, or on involvement in demonstrations, past records of arrests or internal exile for peaceful protest, or membership in organizations committed to non-violent social or political change.

~~(9)~~

~~Our facilities and suppliers shall use environmentally responsible methods of production that have minimum adverse impact on land, air and water quality.~~

~~(10)~~

~~Our facilities and suppliers shall prohibit child labor, at a minimum comply with guidelines on minimum age for employment within China’s national labor laws.~~

~~(11)~~

~~We will issue annual statements to the Human Rights for Workers in China Working Group detailing our efforts to uphold these principles and to promote these basic freedoms.~~

~~RESOLVED: Stockholders request~~1999 Director Plan. After the Board of Directors determines that it will offer a stock award, the Company will advise the director in writing or electronically, by means of an award agreement, of the terms, conditions and restrictions, including vesting, if any, related to the offer, including the number of shares that the director will be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the director must accept the offer. Unless the Board of Directors determines otherwise, the award agreement will provide for the forfeiture of the non-vested shares underlying the stock award upon the director ceasing to be a director for any reason, including death. To the extent that the director purchased the shares granted under the stock award and any such shares remain non-vested at the time the director ceases to be a director, the cessation of director status will cause an immediate sale of such non-vested shares to the Company at the original price per share paid by the director. Stock awards granted under the 1999 Director Plan will become fully vested and nonforfeitable if the director ceases to serve on the Board for any reason within one year following any Change in Control of the Company (as defined in the 1999 Director Plan).

Termination and Amendment. Unless it is terminated sooner, the 1999 Director Plan will terminate on November 10, 2009. The Board of Directors may at any time terminate the 1999 Director Plan or make ~~all possible lawful efforts~~any modification or amendment that it deems advisable; provided, however, that shareholder approval will be required for any amendment that will (a) increase the total number of shares as to ~~implement~~which awards may be granted under the 1999 Director Plan, (b) modify the class of persons eligible to receive awards, or (c) otherwise require shareholder approval under any applicable law or regulation. In addition, the Board of Directors will not amend the provisions in the 1999 Director Plan regarding the amount, pricing, and timing for grants pursuant to the 1999 Director Plan more than once every six months, other than to comport with changes in the Internal Revenue Code or the rules thereunder. Termination or any modification or amendment of the 1999 Director Plan will not, without the consent of an award holder, affect his or her rights under an award previously granted to him or her; provided that the consent of an awardee is not necessary for a modification or amendment or the award, or the acceleration or deferral of the award’s vesting or exercise, that in the reasonable judgment of the Board confers a benefit on the awardee or is made in connection with the 1999 Director Plan’s provisions for adjustment of shares in the event of changes to the shares underlying the award or the distribution of assets to shareholders other than under a normal cash dividend.

Adjustments to Shares Subject to the Plan. If any change is made to the Company’s common shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities and/or the price per share covered by outstanding awards under the Plan, and (iii) the limits on the size of individual awards under the Plan. Such adjustments may also be made in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under these provisions, the Board may take into account such factors as it deems appropriate. Any such adjustments to outstanding awards will be effected in a manner that precludes the enlargement of rights and benefits under such awards. In the event of a liquidation or dissolution of the Company, any unexercised awards will terminate immediately prior to the proposed action unless otherwise determined by the Board. In the event of the sale of substantially all assets of the Company or a merger with or into another corporation, each award shall be assumed or an equivalent award shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation or, if not assumed, shall be fully vested.

Federal Income Tax Consequences Relating to the 1999 Director Plan, as Amended and Restated

The U.S. federal income tax consequences to the Company and recipients of awards under the 1999 Director Plan are complex and subject to change. The following discussion is only a summary of the general rules applicable to the 1999 Director Plan. Recipients of awards under the 1999 Director Plan should consult their own tax advisors since a taxpayer’s particular situation may be such that some variation of the rules described below will apply.

As discussed above, several different types of instruments may be issued under the 1999 Director Plan. The tax consequences related to the issuance of each is discussed separately below.


28 / MSFT		2004 PROXY STATEMENT

Nonqualified Stock Options. Options granted under the 1999 Director Plan are nonqualified stock options. Except for the fact that income recognized by the optionee upon the exercise of nonqualified stock options granted under the 1999 Director Plan will not be subject to income or other employee withholding taxes, the federal income tax consequences to optionees and the Company with respect to options granted under the 1999 Director Plan are the same as those applicable to employees and the Company with respect to nonqualified stock options granted under the 2001 Stock Plan. These tax consequences are discussed above in the discussion of Proposal 2 under the heading “Federal Income Tax Consequences Relating to the 2001 Stock Plan, as Amended and Restated” and under the sub-heading “Nonqualified Stock Options.”

Stock Awards. Except for the fact that income realized by the recipient of Company common stock upon the vesting of a stock award granted under the 1999 Director Plan will not be subject to U.S. income or other employee withholding taxes, the federal income tax consequences to recipients and the Company with respect to stock awards granted under the 1999 Director Plan are the same as those applicable to recipients and the Company with respect to stock awards granted under the Stock Plan. These tax consequences are discussed above in the discussion of Proposal 2 under the heading “Federal Income Tax Consequences Relating to the 2001 Stock Plan, as Amended and Restated” and under the sub-heading “Stock Awards,” provided that, for purposes of the 1999 Director Plan, stock will be viewed as non-vested if the director is required to continue to serve as a director for a period of time in order to have the right to sell the stock.

Description of the Original Director Plan, as Amended and Restated, Subject to Shareholder Approval

General. No new options may be granted under the Original Director Plan. Outstanding options under the Original Director Plan are eligible for adjustment in the event of certain events as described below.

The purpose of the Original Director Plan was to attract and retain the services of experienced and knowledgeable non-employee directors for the benefit of Microsoft and its shareholders and to provide additional incentive for such directors to continue to work for the best interests of the Company and its shareholders through continuing ownership of the Company’s common stock.

Administration. The Board of Directors is responsible for the general administration and interpretation of the Original Director Plan.

Plan Benefits. Because benefits under the Original Director Plan will depend on the Board’s actions and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received under the Original Director Plan.

Eligibility. Under the Original Director Plan, a director was eligible for grants if he or she: was not an employee of the Company or any subsidiary during the preceding 12 months; did not own any common stock of the Company acquired directly from the Corporation and subject to any contractual forfeiture or mandatory resale to the Corporation on the occurrence of certain specified events; and did not hold any unvested stock options to purchase common stock of the Company, except for non-discretionary stock options previously granted pursuant to the Original Director Plan.

Shares Subject to the Original Director Plan. An aggregate of 36,000,000 shares of common stock (as adjusted for stock splits) were reserved for issuance under the Original Director Plan. No additional shares may be issued under the Original Director Plan; however, outstanding awards may be adjusted as described below under “Adjustments to Shares Subject to the Plan.”

Limitations. Each eligible non-employee director received a nondiscretionary option grant of 5,000 shares on an annual basis and was eligible for discretionary grants of up to 50,000 shares of common stock to each new non-employee director at the time of his or her initial election to the Board.

Options. The exercise price for a nondiscretionary option grant was set at the fair market value of the underlying shares on the date of grant, and a nondiscretionary option grant vested in full on the first anniversary of the date of grant. The exercise price and vesting schedule for discretionary grants of options under the Original Director Plan


29 / MSFT		2004 PROXY STATEMENT

were set by the Board in its discretion. Options granted under the Original Director Plan will become fully exercisable if the director ceases to serve on the Board for any reason within one year following any Change in Control of the Company (as defined in the Original Director Plan). Options may be exercised only while the option holder is a director of the Company, within 30 days after the date the option holder terminates as a director, or within 180 days after the death of the option holder. During the option holder’s lifetime, an option is exercisable only by the option holder. Options are not transferable except upon the death of the option holder, or as the Board of Directors may otherwise permit. At the date of exercise, the option holder may pay the full option price in cash or in shares of Company common stock previously acquired by the option holder valued at fair market value.

Termination and Amendment. The Board of Directors may at any time terminate the Original Director Plan or make any modification or amendment that it deems advisable; provided, however, that shareholder approval will be required for any amendment that will (a) increase ~~activity~~the total number of shares as to which awards may be granted under the Original Director Plan, (b) modify the class of persons eligible to receive awards, or (c) otherwise require shareholder approval under any applicable law or regulation. In addition, the Board of Directors will not amend the provisions in the Original Director Plan regarding the amount, pricing, and timing for grants pursuant to the Original Director Plan more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. Termination or any modification or amendment of the Original Director Plan will not, without the consent of an award holder, affect his or her rights under an award previously granted to him or her; provided that the consent of an optionee is not necessary for a modification or amendment or the option, or the acceleration or deferral of the option’s vesting or exercise, that in the reasonable judgment of the Board confers a benefit on the optionee or is made in connection with the Original Director Plan’s provisions for adjustment of shares in the event of changes to the shares underlying the option or the distribution of assets to shareholders other than under a normal cash dividend.

Adjustments to Shares Subject to the Plan. If any change is made to the Company’s common shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, and (ii) the number and/or class of securities and/or the price per share covered by outstanding awards under the Plan. Such adjustments may also be made in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under these provisions, the Board may take into account such factors as it deems appropriate. Any such adjustments to outstanding options will be effected in a manner that precludes the enlargement of rights and benefits under such options. In the event of a liquidation or dissolution of the Company, any unexercised awards will terminate immediately prior to the proposed action unless otherwise determined by the Board. In the event of the sale of substantially all assets of the Company or a merger with or into another corporation, each award shall be assumed or an equivalent award shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation or, if not assumed, shall be fully vested.

Federal Income Tax Consequences Relating to the Original Director Plan, as Amended and Restated

The U.S. federal income tax consequences of nonqualified stock options, like those granted under the Original Director Plan, are set forth under the description of the Company’s 1999 Stock Plan for Non-Employee Directors.

Description of the Consultants and Advisors Plan, as Amended and Restated, Subject to Shareholder Approval

General. No new options may be granted under the Consultants and Advisors Plan. Outstanding options under the Consultants and Advisors Plan are eligible for adjustment if certain events occur as described below.

The purposes of the Consultants and Advisors Plan were to attract and maintain a long-term relationship with best available consultants and advisors, to provide additional incentive to such individuals, and to promote the success of Microsoft’s business. Options granted under the Consultants and Advisors Plan were nonqualified stock options evidenced by written stock option agreements.


30 / MSFT		2004 PROXY STATEMENT

Administration. The Consultants and Advisors Plan is administered by the Board or the Compensation Committee of the Board.

Plan Benefits. Because benefits under the Consultants and Advisors Plan will depend on the Committee’s actions and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received.

Eligibility. Options under the Consultants and Advisors Plan could be granted only to consultants and advisors who provided consulting services to the Company. The Board or Committee, in their discretion, selected the individuals to whom options were granted, the time or times when such options were granted, and the number of shares subject to each grant.

Shares Subject to the Consultants and Advisors Plan. The total number of shares of Company common stock that were authorized to be awarded and delivered upon the exercise of options under the Consultants and Advisors Plan was 4,800,000, as adjusted for stock splits. No additional shares may be issued under the Consultants and Advisors Plan; however, outstanding awards may be adjusted as described above under “Adjustments to Shares Subject to the Plan.”

Terms and Conditions of Options. Each option was subject to the following additional terms and conditions:

Exercise of Option; Form of Consideration. The Board or Committee determined when options were to become exercisable. The means of payment, if any, for shares issued upon exercise of an option were specified in each option agreement. The Consultants and Advisors Plan permitted payment to be made by cash, check or broker assisted same day sales.

Death or Disability. If an optionee’s continuous status as consultant or advisor terminates as a result of his or her death, his or her options may be exercised, to the extent vested and not expired, within the 6-month period following the optionee’s death by his or her estate or by the person who acquires the exercise right by bequest or inheritance. If an optionee’s continuous status as consultant or advisor terminates as a result of his or her total and permanent disability, an option may be exercised, to the extent vested and not expired, within the 18-month period following the date the optionee ceased working.

Nontransferability of Options. Unless otherwise determined by the Board or Committee, options granted under the Consultants and Advisors Plan are not transferable other than by will or the laws of descent and distribution and may be exercised during the optionee’s lifetime only by the optionee.

Other Provisions. An option agreement may contain other terms and provisions consistent with the Consultants and Advisors Plan, as may be determined by the Board or Committee.

Adjustments to Shares Subject to the Plan. If any change is made to the Company’s common shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan and (ii) the number and/or class of securities and/or the price per share covered by outstanding options under the Plan. Such adjustments may also be made in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under these provisions, the Board may take into account such factors as it deems appropriate. Any such adjustments to outstanding options will be effected in a manner that precludes the enlargement of rights and benefits under such options. In the event of a liquidation or dissolution of the Company, any unexercised options will terminate immediately prior to the proposed action unless otherwise determined by the Board. In the


31 / MSFT		2004 PROXY STATEMENT

event of the sale of substantially all assets of the Company or a merger with or into another corporation, each option shall be assumed or an equivalent award shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation or, if not assumed, shall be fully vested.

Amendment and Termination of the Consultants and Advisors Plan. The Board may amend or terminate the Consultants and Advisors Plan, or any part thereof, at any time and for any reason. No such action by the Board may affect any option already granted without the written mutual agreement of the optionee and the Board; provided that the consent of an optionee is not necessary for a modification or amendment or the option, or the acceleration or deferral of the option’s vesting or exercise, that in the reasonable judgment of the Board confers a benefit on the optionee or is made in connection with the Consultants and Advisors Plan’s provisions for adjustment of shares in the event of changes to the shares underlying the option or the distribution of assets to shareholders other than under a normal cash dividend.

Federal Income Tax Consequences Relating to the Consultants and Advisors Plan, as Amended and Restated

The U.S. federal income tax consequences of nonqualified stock options, like those granted under the Consultants and Advisors Plan, are set forth under the description of the Company’s 1999 Stock Plan for Non-Employee Directors.

Vote Required and Board Recommendation

Approval of the amendments to the 1999 Director Plan, the Original Director Plan and the Consultants and Advisor Plan requires more votes in favor of approval of the amendments than those against approval.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.

4. PROPOSAL FOR APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER THE 2001 STOCK PLAN

Shareholders are being asked to approve the material terms of the performance goals that may apply to awards under the 2001 Stock Plan. This approval is necessary to preserve Microsoft’s federal income tax deduction for performance-based compensation paid to certain executive officers under Section 162(m) of the Internal Revenue Code.

Background

Section 162(m) imposes an annual deduction limit of $1 million on the amount of compensation paid to each of the ~~principles named above in~~chief executive officer and the ~~People’s Republic~~four other highest compensated officers. The deduction limit does not apply to performance-based compensation that satisfies the requirements of ~~China.~~

~~SUPPORTING STATEMENT: As U.S. companies import~~Section 162(m). The requirements of Section 162(m) for performance-based compensation include shareholder approval of the material terms of the performance goals under which the compensation is paid. The material terms include (1) the employees eligible to receive compensation upon attainment of a goal, (2) the business criteria on which the goals may be based, and (3) the maximum amount payable to an employee upon attainment of a goal.

Awards under the 2001 Stock Plan may be granted to employees and consultants of the Company and it subsidiaries and affiliates, and to persons to whom offers of employment have been made.

Under the 2001 Stock Plan, awards may, but need not, be subject to the satisfaction of one or more ~~goods, consumer~~performance goals. Performance goals for awards will be determined by the Compensation Committee and will be designed to support the business strategy and align executives’ interests with customer and shareholder ~~concern~~interests. For awards that are intended to qualify as performance-based compensation under Section 162(m), performance goals will be based on one or more of the following business criteria: sales or licensing volume, revenues, customer satisfaction, expenses, organizational health/productivity, earnings (which includes similar measurements such as net profits, operating profits and net income, and which may be calculated before or after taxes, interest, depreciation, amortization or taxes), margins, cash flow, shareholder return, return on equity, assets, or investments, working capital, product shipments, product releases, brand or product recognition/acceptance, or stock price.


32 / MSFT		2004 PROXY STATEMENT

Achievement of the goals may be measured:

individually, alternatively, or in any combination;

with respect to Microsoft, a subsidiary, division, business unit, product line, product, or any combination of the foregoing;

on an absolute basis, or relative to a target, to a designated comparison group, to results in other periods, or to other external measures; and

including or excluding items that could affect the measurement, such as extraordinary or unusual and nonrecurring gains or losses, litigation or claim judgments or settlements, material changes in tax laws, acquisitions, divestitures, the cumulative effect of accounting changes, asset write-downs, restructuring charges, or the results of discontinued operations.

The section of this proxy statement titled “Information Regarding Executive Officer Compensation — Long-Term Incentive Plans — Awards in Last Fiscal Year,” describes the performance goals under the 2003 shared performance stock award program.

Under the 2001 Stock Plan, stock award grants for any participant are limited to 5,000,000 shares of common stock in each taxable year of the Company, and this limit also applies to stock awards that are subject to the satisfaction of performance goals.

A description of the 2001 Stock Plan is ~~growing about working conditions~~set forth in ~~China that fall below basic standards~~Proposal 2 of ~~fair~~this proxy statement.

Vote Required and ~~humane treatment. We hope that our company can prove to be a leader in its industry and embrace these principles.~~

Board Recommendation

~~VOTE REQUIRED AND BOARD RECOMMENDATION~~

The affirmative vote of holders of a majority of the shares of common stock ~~cast in person or by proxy~~represented at the meeting is required ~~for approval of the proposal.~~

~~The Board recommends a vote against~~to approve this proposal. The Company is committed to operating in full compliance with applicable laws in every country where it does business, including the People’s Republic of China. The Company has in place business standards and compliance policies to promote compliance with the laws of the numerous countries in which the Company operates. These policies have proven effective and provide uniformity for the Company’s worldwide operations, including its China operations. In addition, Microsoft maintains strong corporate policies designed to promote a healthy environment, prohibit harassment, and prohibit discrimination on the basis of race, age, gender, or national origin.

The Company has also made significant investments in the Chinese software industry which have had a direct positive impact by creating career opportunities for numerous researchers and software engineers and creating employment and training opportunities for other individuals. Further, the Company believes that its efforts to foster the development of a local software industry in China should have a positive impact on the people of China by moving Chinese software development into the global market and towards global business practices.THE BOARD OF DIRECTORS RECOMMENDS A ~~vibrant software industry in China will also facilitate the development of local technologies that may enable improved access to information for its population.~~

VOTE FOR THE PROPOSAL.

EQUITY COMPENSATION PLAN INFORMATION


(In millions, except per share amounts)

June 30, 2004	(a)	(b)	(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights⁽¹⁾	Weighted-average exercise price of outstanding options, warrants and rights⁽²⁾	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))⁽³⁾

Equity compensation plans approved by security holders	1,013.5	$29.15	982.4

Equity compensation plans not approved by security holders⁽⁴⁾	0.2	18.28	0

Total⁽⁵⁾	1,013.7	$29.14	982.4

11(1)

Includes 34.5 million shares issuable upon vesting of outstanding stock awards granted under the 2001 Stock Plan and 30.5 million shares issuable under outstanding shared performance stock awards granted under the 2001 Stock Plan (assuming target performance).

(2)

The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding stock awards or the shares issuable under outstanding shared performance stock awards, which have no exercise price.

(3)

Includes 175.5 million shares remaining available for issuance as of June 30, 2004 under the 2003 Employee Stock Purchase Plan.


33 / MSFT		~~2002~~2004 PROXY STATEMENT

(4)

The Microsoft Stock Option Plan for Consultants and Advisors authorized the grant of stock options to consultants and advisors to the Company. No additional options may be granted under this plan.

(5)

Does not include options to purchase an aggregate of 0.7 million shares, at a weighted average exercise price of $32.39, granted under a plan assumed in connection with an acquisition transaction. No additional options may be granted under this assumed plan.

5. RATIFICATION OF INDEPENDENT AUDITOR

~~As part of the Company’s investment in the Chinese software industry, Microsoft~~

The Audit Committee has ~~established a local Research~~selected Deloitte & Development Center (with over 150 employees), Microsoft Research Asia and The Microsoft Global Technical Support Center in Shanghai. These three operations are key elements in facilitating knowledge transfer, skill development and employment opportunities in China. These activities helped contribute to Microsoft being voted one of the most respected companies in China in 2002 by The Economic Observer and Beijing University.

Microsoft Research Asia, based in Beijing and employing over 120 full time research staff and hosting over 200 visiting scientists annually, is a renowned research center employing local and international scientists working on important software research areas and technologies. Microsoft Research Asia has established programs to support basic research in Chinese academia and foster alliances with local universities and industry. These alliances have resulted in scholarships, visiting academic programs, the establishment of four joint computer laboratories in Chinese universities, joint research programs and the establishment of a post-doctoral center.

The Company recently has invested in two joint ventures in China – Zhongguancun Software company to develop enterprise and government software applications and industry solutions for Chinese and international markets and Shanghai Wicresoft Co. Ltd to offer the outsourcing of software services to multinational corporations and the development of proprietary applications for Chinese and international customers. Shanghai Wicresoft Co. Ltd today employs 400 people and is estimated to grow to approximately 700 people in the coming three years with a majority of those being employed coming from Chinese universities.

The establishment of such joint ventures is essential in developing the local creation of intellectual property. Local ownership of intellectual property is critical in fostering ongoing efforts to protect both locally and foreign owned intellectual property, which the Company believes will ultimately lead to growth and diversification of the Chinese economy.

The Company’s operations in China have also directly enabled the development of philanthropic programs to aid in the retraining of unskilled workers and the contribution of software to non-profit organizations. The main community affairs initiative sponsored by the Company is the IT Training for Laid-off Workers Program. Begun in 1999 in the Dalian Province in cooperation with the Local Labor Bureau, the program has trained 40 trainers to date with 70% of the re-skilled workers attaining employment as a result of the training. The Center in Dalian has the capacity to train 1200 workers per year and due to its success similar programs have been be rolled out in Guangzhou and Shanghai, and will soon be launched in Chengdu.

In reviewing this proposal, the Board was mindful of the fact that it is virtually identical to proposals submitted by Mr. Harrington for consideration at the annual meeting for the last two years. On both occasions, the proposal has been rejected by the Company’s shareholders by large margins. The Board does not believe there are any new facts or arguments presented by Mr. Harrington this year.

~~For these reasons, the Board believes that adoption of the proposal is not necessary or in the best interests of the Company and recommends a vote against the proposal.~~

~~4. SHAREHOLDER PROPOSAL NO. 2~~

~~Citizens Funds, 230 Commerce Way, Portsmouth, NH 03801, has notified the Company that it intends to submit the following proposal at this year’s annual meeting~~

~~WHEREAS: It is imperative that investors have confidence in the integrity of the financial statements and the independence of the firm retained to audit those statements.~~

WHEREAS: The retention of accounting firms at companies for functions other than audit related services, where they serve as the independent auditor, can impair the independence of the auditor, either real or perceived.

RESOLVED: That the shareholders of Microsoft Corp. request the Board of Directors adopt a policy that, in the future, would cap the non-audit fees at 25% of aggregate fees for the firm that is retainedTouche LLP as the Company’s independent ~~auditor.~~

~~SUPPORTING STATEMENT: Independent auditors are necessary~~auditor for the current fiscal year, and the Board is asking shareholders to ~~ensure~~ratify that selection. Although current law, rules, and regulations, as well as the ~~veracity~~charter of ~~financial statements~~the Audit Committee, require the Company’s independent auditor to be engaged, retained, and supervised by the Audit Committee, the Board considers the selection of ~~public corporations, and~~the independent auditor to ~~provide the investor with confidence that those financial statements are accurate and truthful. The Securities and Exchange Commission noted in Final Rule S7-13-00:~~

~~Independent auditors have~~be an important ~~public trust. Investors must be able to rely on issuers’ financial statements. It~~matter of shareholder concern and is submitting the auditor’s opinion that furnishes investors with critical assurance that the financial statements have been subjected to a rigorous examination by an objective, impartial, and skilled professional, and that investors, therefore, can rely on them. If investors do not believe that an auditor is independentselection of ~~a company, they will derive little confidence from the auditor’s opinion and will be far less likely to invest in that public company’s securities.~~

To maintain the trust of investors, it is important that the independent accounting firms retained by companies remain independent, and be perceived as independent. As accounting firms provide additional services to their audit clients, and the complexity of those relationships increases, the independence of those auditors is called into question, and may no longer be in the best interest of investors.

~~According to Microsoft Corp.’s 2001 proxy statement, of the total auditor fees paid to~~ Deloitte & Touche LLP ~~in the most recent year, 75.6% were~~ for ~~non-audit services. Microsoft paid $4,742,000 for audit services and $14,722,000 for non-audit services to the independent accountant.~~

~~12 / MSFT~~

~~2002 PROXY STATEMENT~~

ratification by shareholders as a matter of good corporate practice.

We believe that this level of interconnectivity between audit and non-audit services creates a conflict of interest. As a result, we believe investor confidence in the Company’s financial statements could be harmed. We do, however, recognize that the independent auditor of the Company may be in the best position to provide certain non-audit services to the Company. Therefore, it is submitted to the Board of Directors that, in the future, the non-audit fees be capped at 25% of aggregate fees for the firm that is retained as the Company’s independent auditor.

~~VOTE REQUIRED AND BOARD RECOMMENDATION~~

The affirmative vote of holders of a majority of the shares of common stock ~~cast in person or by proxy~~represented at the meeting is required ~~for approval~~to approve the ratification of the ~~proposal.~~

~~The Board recommends a vote against this proposal for the following reasons:~~

The Board and management recognize the important role that auditor independence plays in ensuring the integrity of the Company’s financial statements and protecting the interests of investors. The Audit Committee of the Board takes its responsibility for assuring the independence of the Company’s auditors seriously. The Audit Committee has taken measures to ensure that any engagement of the Company’s auditors for non-audit services is consistent with the maintenance of auditor independence. In its evaluation of auditor independence the Audit Committee considers many factors, including the level of services the Company’s auditors provide that do not relate to the audit of the financial statements. The Audit Committee and the Board believe that, under certain circumstances, hiring the Company’s independent auditors to perform non-audit services is in the best interests of the Company and its shareholders. Frequently, non-audit services are so integrally related to the audit that retaining the Company’s auditor to provide those services results in significant cost savings to the Company and higher quality advice.

The proposal does not clearly define “non-audit” services. The Board believes that a significant portion of the “non-audit” fees, as reported in the proxy statement, are for important services which support and enhance the audit of the financial statements. Restricting the level of such audit-related services could result in increased cost to the Company in the future without enhancing auditor independence.

As noted elsewhere in this proxy statement, the Company paid $16.39 million in “Other” fees in fiscal 2002 to its current auditors Deloitte & Touche LLP. The SEC regulations governing the disclosure of auditor fees in the proxy statement adopt a narrow definition of audit services so that audit-related services traditionally performed by a company’s outside auditor are excluded from the “audit fees” category and must be reported in one of the other categories. Fees in the “All Other Fees” category include the following:

~~$12.65 million–~~~~audit-related services.~~ These services included statutory audits of foreign domiciled subsidiaries, software licensee related audits, and audits of benefit plans, joint ventures and partnerships. The domestic laws of many of Microsoft’s foreign subsidiaries require that an audit of the subsidiary be performed annually. It is efficient that the Company’s principal external auditor perform this work, which is complementary to and consistent with subsidiary-related work performed to support the annual audit. Deloitte & Touche LLP also audits payments by certain software licensees (OEM and volume licensing customers) to verify compliance with the payment terms of the license agreements.

~~$0.52 million–~~~~tax services.~~

~~$3.22 million–~~~~miscellaneous projects.~~ These services included a variety of benchmarking and business process improvement projects conducted for individual business units. It is important to note that Deloitte & Touche was not engaged to perform consulting involving financial information systems design and implementation.

~~The Audit Committee and the Board believe the services described above were performed by the Company’s auditors without jeopardizing auditor independence. The~~ selection of Deloitte & Touche LLP ~~to perform such services resulted in significant cost savings and higher quality service to the Company. It may be appropriate to use~~as the Company’s ~~auditors to provide similar services in~~independent auditor for the ~~future.~~

The Audit Committee and the Board also believe that the recently passed Sarbanes-Oxley Act of 2002 (the “Act”) contains provisions that establish additional, required safeguards that promote auditor independence. The Act carefully distinguishes between non-audit services that raise conflict issues and those non-audit services that do not raise such issues, and specifically permits the latter without regard to a dollar limitation. The Company will comply with the provisions of the Act. The Board believes that compliance with the Act, Titles II and III of which specifically focuses on maintaining auditor independence, provides a significantly better approach to assuring auditor independence than the one described in the shareholder proposal. For example, the Act requires audit committee pre-approval of most non-audit services. Audit committee approvals of non-audit services must also be disclosed to investors.

~~Further, the new law prohibits an auditor from providing the following non-audit services:~~

Ÿcurrent fiscal year.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.

~~bookkeeping or other services related to the accounting records or financial statements of the audit client;~~

~~financial information systems design and implementation;~~

~~appraisal or valuation services, fairness opinions, or contribution-in-kind reports;~~

~~13 / MSFT~~

~~2002 PROXY STATEMENT~~

~~actuarial services;~~

~~internal audit outsourcing services;~~

~~management functions or human resources;~~

~~broker or dealer, investment adviser, or investment banking services;~~

~~legal services and expert services unrelated to the audit; and~~

~~any other service that the Board determines, by regulation, is impermissible.~~

Given the protective policies already in place and the policies that will be in place in light of the Act, the Company does not believe it is necessary to place arbitrary limitations on the Board or the Audit Committee. The Board believes adoption of this proposal is neither necessary nor in the best interests of the Company and recommends a vote against the proposal.

PROPOSALS OF SHAREHOLDERS FOR ~~2003~~2005 ANNUAL MEETING

~~To be considered~~

Shareholders who, in accordance with Securities and Exchange Commission Rule 14a-8, wish to present proposals for inclusion in the proxy materials to be distributed in connection with next year’s annual meeting Proxy Statement ~~shareholder~~must submit their proposals ~~must be~~so that they are received at Microsoft’s principal executive offices no later than the close of business on ~~May 28, 2003.~~

~~For any~~June 1, 2005. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that ~~is not submitted for inclusion~~it will be included.

In accordance with our Bylaws, in ~~next year’s proxy statement (as described in the preceding paragraph) but is instead sought~~order to be ~~presented directly at next year’s annual meeting, Securities and Exchange Commission rules permit management to vote proxies in its discretion if (a)~~properly brought before the ~~Company receives~~2005 Annual Meeting, a shareholder’s notice of the ~~proposal~~matter the shareholder wishes to present, or the person or persons the shareholder wishes to nominate as a director, must be delivered to the Secretary of Microsoft at its principal executive offices not less than 120 nor more than 180 days before the first anniversary of the date of this proxy statement. As a result, any notice given by a shareholder pursuant to these provisions of our Bylaws (and not pursuant to the SEC’s Rule 14a-8) must be received no earlier than April 2, 2005 and no later than June 1, 2005, unless our annual meeting date is more than 30 days before or after November 9, 2004. If our 2005 annual meeting date is advanced or delayed by more than 30 days from this year’s meeting date, then proposals must be received no later than the close of business on ~~August 11, 2003 and advises stockholders in next year’s proxy statement about~~ the ~~nature~~later of the ~~matter~~90th day before the 2005 Annual Meeting or the 15th day following the date on which the meeting date is publicly announced.

To be in proper form, a shareholder’s notice must include the specified information concerning the proposal or nominee as described in our Bylaws. A shareholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about our Bylaw and ~~how management intends to vote on such matter,~~SEC requirements. Microsoft will not consider any proposal or ~~(b)~~nomination that does not ~~receive notice of~~meet the Bylaw requirements and the SEC’s requirements for submitting a proposal ~~prior to the close of business on August 11, 2003.~~

or nomination.

Notices of intention to present proposals at the ~~2003~~2005 annual meeting should be addressed to ~~Deputy General Counsel, Finance and Operations,~~Secretary, Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.


34 / MSFT		2004 PROXY STATEMENT

SOLICITATION OF PROXIES

The Proxy accompanying this Proxy Statement is solicited by the Board of Directors of the Company. Proxies may be solicited by officers, directors, and regular supervisory and executive employees of the Company, none of whom will receive any additional compensation for their services. Also, Georgeson Shareholder Communications may solicit proxies at an approximate cost of ~~$12,500~~$17,500 plus reasonable expenses. Such solicitations may be made personally or by mail, facsimile, telephone, telegraph, messenger, or via the Internet. The Company will pay persons holding shares of common stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. All of the costs of solicitation of proxies will be paid by the Company.

VOTING PROCEDURES

Tabulation of Votes: Votes cast by proxy or in person at the meeting will be tabulated by Mellon Investor Services, LLC.

Effect of an Abstention and Broker Non-Votes: A shareholder who abstains from voting on any or all proposals will be included in the number of shareholders present at the meeting for the purpose of determining the presence of a quorum. Abstentions and broker non-votes will not be counted either in favor of or against the election of the nominees or other proposals. Under the rules of the National Association of Securities Dealers and the New York Stock Exchange, brokers holding stock for the accounts of their clients who have not been given specific voting instructions asare not allowed to ~~a matter by their clients may~~ vote ~~their clients’~~client proxies ~~in their own discretion.~~on Proposals 2 and 3 relating to stock plan amendments but are allowed to vote client proxies on other matters.

AUDITORS

Representatives of Deloitte & Touche LLP, independent ~~public auditors~~auditor for the Company for fiscal ~~2002~~2004 and the current fiscal year, will be present at the annual meeting, will have an opportunity to make a statement, and will be available to respond to appropriate questions.

OTHER MATTERS

The Board of Directors does not intend to bring any other business before the meeting, and so far as is known to the Board, no matters are to be brought before the meeting except as specified in the notice of the meeting. In addition to the scheduled items of business, the meeting may consider shareholder proposals (including proposals omitted from the Proxy Statement and form of Proxy pursuant to the ~~Proxy Rules~~proxy rules of the Securities and Exchange Commission) and matters relating to the conduct of the meeting. As to any other business that may properly come before the meeting, it is intended that proxies will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

DATED: Redmond, Washington, September ~~25, 2002.~~

29, 2004.

14
35 / MSFT		~~2002~~2004 PROXY STATEMENT

EXHIBIT I1

As part of the commitment of the Company and the Board of Directors to good governance practices, the Audit Committee regularly reviews its charter and recommends to the Board changes to the charter. The Board adopted changes to the charter in ~~August 2002, in part to take into account the adoption of the Sarbanes-Oxley Act of 2002.~~

June 2004 that were effective July 1, 2004.

MICROSOFT CORPORATION AUDIT COMMITTEE CHARTER

ROLE

The Audit Committee of the Board of Directors assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and reporting practices of the ~~company,~~Company, and such other duties as directed by the Board. The Committee’s purpose is to oversee the accounting and financial reporting processes of the Company, the audits of the Company’s financial statements, the qualifications of the public accounting firm engaged as the Company’s independent auditor to prepare or issue an audit report on the financial statements of the Company, and the performance of the Company’s internal and independent auditors. The Committee’s role includes a particular focus on the qualitative aspects of financial reporting to shareholders, ~~and on~~ the ~~company’s~~Company’s processes to manage business and financial risk, and ~~for~~ compliance with significant applicable legal, ethical, and regulatory requirements. The Committee is directly responsible for the appointment, compensation, retention and oversight of the ~~public accounting firm engaged to prepare or issue an audit report on the financial statements of the company.~~

independent auditor.

MEMBERSHIP

The membership of the Committee ~~shall consist~~consists of at least three directors, ~~who are generally knowledgeable~~all of whom shall meet the independence requirements established by the Board and applicable laws, regulations and listing requirements. Each member shall in the judgment of the Board have the ability to read and understand fundamental financial statements. At least one member of the Committee shall in the judgment of the Board be an “audit committee financial expert” as defined by the rules and ~~auditing matters, including~~regulations of the Securities and Exchange Commission, and at least one member ~~with accounting or related~~(who may also serve as the audit committee financial ~~management expertise. Each member~~expert) shall ~~be free of any relationship that,~~ in the ~~opinion~~judgment of the Board would interfere with his or her individual exercise of independent judgment. Applicable laws and regulations shall be followed in evaluating a member’s independence. The chairperson shall be appointedmeet the financial sophistication standard as defined by the ~~full~~requirements of the Nasdaq Stock Market, Inc. The Board appoints the members of the Committee and the chairperson. The Board may remove any member from the Committee at any time with or without cause.

Generally, no member of the Committee may serve on more than three audit committees of publicly traded companies (including the Audit Committee of the Company) at the same time. For this purpose, service on the audit committees of a parent and its substantially owned subsidiaries counts as service on a single audit committee.

OPERATIONS

The Committee meets at least six times a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will cause to be kept adequate minutes of all its proceedings, and will report on its actions and activities at the next quarterly meeting of the Board.

Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the state of Washington.


36 / MSFT		2004 PROXY STATEMENT

~~COMMUNICATIONS/REPORTING~~COMMUNICATIONS

The ~~public accounting firm shall report~~independent auditor reports directly to the Committee. The Committee is expected to maintain free and open communication with the ~~public accounting firm,~~independent auditor, the internal auditors, and ~~the company’s~~ management. This communication ~~shall~~will include periodic private executive sessions ~~at least annually,~~ with each of these parties. ~~The Committee chairperson shall report on Audit Committee activities to the full Board.~~

EDUCATION

The ~~company~~Company is responsible for providing new members with appropriate orientation briefings and educational opportunities, and the full Committee with educational resources related to accounting principles and procedures, current accounting topics pertinent to the ~~company~~Company and other material as may be requested by the Committee. The ~~company shall~~Company will assist the Committee in maintaining appropriate financial literacy.

AUTHORITY

The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to retain and terminate outside counsel or other experts or consultants, as it deems appropriate, including sole authority to approve the firms’ fees and other retention terms. The Committee will be provided with appropriate funding by the Company, as the Committee determines, for the payment of compensation to the Company’s independent auditor; outside counsel and other advisors as it deems appropriate, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its ~~attention, with full power~~attention. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to ~~retain outside counsel~~preserve the privileged nature of those communications.

The Committee may form and delegate authority to subcommittees and may delegate authority to one or ~~other experts for this purpose.~~

more designated members of the Committee.

RESPONSIBILITIES

The Committee’s specific responsibilities in carrying out its oversight role are delineated in the Audit Committee Responsibilities ~~Checklist.~~Calendar. The ~~responsibilities checklist~~Responsibilities Calendar will be updated annually to reflect changes in regulatory requirements, authoritative guidance, and evolving oversight practices. As the compendium of Committee responsibilities, the most recently updated ~~responsibilities checklist~~Responsibilities Calendar will be considered to be an addendum to this ~~charter.~~

Charter.

The Committee relies on the expertise and knowledge of management, the internal auditors and the ~~public accounting firm~~independent auditor in carrying out its oversight responsibilities. Management of the ~~company~~Company is responsible for determining the ~~company’s~~Company’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. The ~~public accounting firm~~independent auditor is responsible for auditing the ~~company’s~~Company’s financial statements. It is not the duty of the Committee to plan or conduct audits, to determine that the financial statements are complete and accurate and ~~are~~ in accordance with generally accepted accounting principles, to conduct investigations, or to assure compliance with laws and regulations or the ~~company’s~~Company’s standards of business conduct, codes of ethics, internal policies, procedures and controls.

Last Revised: July 1, 2004

15
37 / MSFT		~~2002~~2004 PROXY STATEMENT

MICROSOFT CORPORATION

AUDIT COMMITTEE RESPONSIBILITIES ~~CHECKLIST~~

CALENDAR

~~WHEN PERFORMED~~

~~Audit Committee Meetings~~

~~Winter~~

WHEN PERFORMED

Audit Committee Meetings

~~Spring~~RESPONSIBILITY

~~Summer~~Q1

~~Fall~~Q2

A/N*

As
Needed

~~The Committee will perform such other functions as assigned by law, the Company’s charter or bylaws, or the Board of Directors.~~

The Committee shall have the power to conduct or authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain independent counsel, accountants, or others to assist it in the conduct of any investigation.

The Committee shall meet four times per year or more frequently as circumstances require. The Committee may ask members of management or others to attend the meeting and provide pertinent information as necessary.

The agenda for Committee meetings will be prepared in consultation between the Committee chair (with input from the Committee members), Finance management, the General Auditor and the ~~public accounting firm~~independent auditor.

Provide an open avenue of communication between the internal auditors, the public accounting firm, Finance management and the Board of Directors. Report Committee actions to the Board of Directors with such recommendations as the Committee may deem appropriate.

6.2.

Review and update the Audit Committee Charter and Responsibilities ~~Checklist~~Calendar annually.

Complete an annual evaluation of the Committee’s performance.

7.4.

Provide a report in the annual proxy that includes the Committee’s review and discussion of matters with management and the independent ~~public accounting firm.~~

auditor.

8.5.

Include a copy of the Committee charter as an appendix to the proxy statement at least once every three years.

Appoint or replace the independent auditor and approve the terms on which the independent auditor is engaged for the ensuing fiscal year.

~~Appoint, approve~~

At least annually, evaluate the ~~compensation of,~~independent auditor’s qualifications, performance, and ~~provide oversight~~independence, including that of the ~~public accounting firm.~~lead partner. The evaluation will include obtaining a written report from the independent auditor describing: the firm’s internal quality control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the firm or by any inquiry or investigation by governmental or professional authorities within the past five years, concerning an independent audit or audits carried out by the firm, and any steps taken to deal with those issues; and all relationships between the independent auditor and the Company.

Resolve any disagreements between management and the independent auditor about financial reporting.

Establish and oversee a policy designating permissible services that the independent auditor may perform for the Company, providing for pre-approval of those services by the Committee subject to the de minimis exceptions permitted under applicable rules, and quarterly review of any services approved by the designated member under the policy and the firm’s non-audit services and related fees.

10.

Review the responsibilities, functions and performance of the Company’s internal audit department.

~~10.~~11.

Review and approve the appointment or change in the General Auditor.

~~11.~~12.

~~Confirm annually~~Ensure receipt from the independent auditor of a formal written statement delineating all relationships between the auditor and the company, consistent with Independence Standards Board Standard No. 1, and actively engage in a dialogue with the auditor about any disclosed relationships or services that may impact the objectivity and independence of the auditor, and take appropriate action to oversee the independence of the ~~public accounting firm, and quarterly review the firm’s non-audit services and related fees.~~

independent auditor.

~~12.~~

~~Verify~~

13.

Advise the Board about the Committee’s determination whether the Committee consists of ~~a minimum~~three or more members all of ~~three members who~~whom are financially literate, including at least one member who has financial ~~sophistication.~~sophistication and is a financial expert.

~~13.~~

~~Review the independence of each Committee member based on NASD and other applicable rules.~~

14.

Inquire of Finance management, the General Auditor, and the ~~public accounting firm~~independent auditor about significant risks or exposures, review the Company’s policies for risk assessment and risk management, and assess the steps management has taken to ~~minimize~~control such risk to the Company.


38 / MSFT		2004 PROXY STATEMENT

MICROSOFT CORPORATION

AUDIT COMMITTEE RESPONSIBILITIES CALENDAR

WHEN PERFORMED

Audit Committee Meetings

RESPONSIBILITY

As
Needed

15.

Review with the General Auditor, the ~~public accounting firm~~independent auditor and Finance management the audit scope and plan, and coordination of audit efforts to ~~assure~~ensure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent public accountants other than the appointed auditors of ~~MS.~~the Company.

16.

Consider and review with Finance management, the ~~public accounting firm~~independent auditor and the General Auditor:

a. The ~~adequacy~~Company’s annual assessment of the ~~Company’s~~effectiveness of its internal controls ~~including computerized information system controls~~ and ~~security.~~

the independent auditor’s attestation and report about the Company’s assessment.

b. ~~Any related significant findings and recommendations~~The adequacy of the ~~independent public accountants~~Company’s internal controls including computerized information system controls and ~~internal audit together with management’s responses thereto.~~

security.

c. Any related significant findings and recommendations of the independent auditor and internal audit together with management’s responses.

17.

Review with Finance management any significant changes to GAAP and/or MAP policies or standards.

18.

Review with Finance management and the independent auditor at the completion of the annual audit:

~~As Needed~~

~~16 / MSFT~~

~~2002 PROXY STATEMENT~~

~~MICROSOFT CORPORATION~~

~~AUDIT COMMITTEE RESPONSIBILITIES CHECKLIST~~

~~WHEN PERFORMED~~

~~Audit Committee Meetings~~

~~Winter~~

~~Spring~~

~~Summer~~

~~Fall~~

~~A/N~~

~~18.~~

~~Review with Finance management and the public accounting firm at the completion of the annual audit:~~

a. The Company’s annual financial statements and related footnotes.

b. The ~~public accounting firm’s~~independent auditor’s audit of the financial statements and its report thereon.

c. Any significant changes required in the ~~public accounting firm’s~~independent auditor’s audit plan.

d. Any serious difficulties or disputes with management encountered during the course of the ~~audit.~~

audit and management’s response.

e. Other matters related to the conduct of the audit which are to be communicated to the Committee under generally accepted auditing standards.

19.

Review with Finance management and the ~~public accounting firm~~independent auditor at least annually the Company’s critical accounting policies.

20.

Review policies and procedures with respect to transactions between the Company and officers and directors, or affiliates of officers or directors, or transactions that are not a normal

part of the Company’s ~~business.~~

business, and review and approve those related-party transactions that would be disclosed pursuant to SEC Regulation S-K, Item 404.

21.

Consider and review with Finance management and the General Auditor:

a. Significant findings during the year and management’s ~~responses thereto.~~

responses.

b. Any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information.

c. Any changes required in planned scope of their audit plan.

22.

~~The Chairman of the Audit Committee will participate~~Participate in a telephonic meeting among Finance management, the General Auditor and the ~~public accounting firm prior~~independent auditor before each earnings release to discuss the earnings ~~release.~~release, financial information and earnings guidance.

23.

Review and discuss with Finance management and the independent auditor the Company’s quarterly financial statements.

~~23.~~24.

Review the periodic reports of the Company with Finance management, the General Auditor and the ~~public accounting firm~~independent auditor prior to filing of the reports with the ~~SEC.~~SEC, including the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

X
39 / MSFT		2004 PROXY STATEMENT

MICROSOFT CORPORATION

AUDIT COMMITTEE RESPONSIBILITIES CALENDAR

WHEN PERFORMED

Audit Committee Meetings

RESPONSIBILITY

As
Needed

~~24.~~

25.

In connection with each periodic report of the Company, ~~review~~review:

a. Management’s disclosure to the Committee and the independent auditor under Section 302 of the Sarbanes-Oxley ~~Act.~~

Act, including identified changes in internal control over financial reporting.

b. The contents of the Chief Executive Officer and the Chief Financial Officer certificates to be filed under Sections 302 and 906 of the Sarbanes-Oxley Act.

~~25.~~

~~Review filings (including interim reporting) with the SEC and other published documents containing the Company’s financial statements and consider whether the information~~

~~contained in these documents is consistent with the information contained in the financial statements before it is filed with the SEC or other regulators.~~

26.

Monitor the appropriate standards adopted as a code of conduct for ~~Microsoft Corporation. Review with Finance management and Legal and Corporate Affairs~~ the ~~results of the review of the Company’s monitoring compliance with such standards and its compliance policies.~~

Company.

27.

Review with the Compliance Officer legal and regulatory matters that may have a material impact on the financial statements, related Company compliance policies and programs, and reports received from regulators.

~~28.~~

~~Meet with the public accounting firm in executive session to discuss any matters that the Committee or the public accounting firm believe should be discussed privately with the Audit Committee.~~X

~~29.~~28.

~~Meet with~~Develop, review and oversee procedures for (i) receipt, retention and treatment of complaints received by the ~~General Auditor in executive sessions to discuss any~~Company regarding accounting, internal accounting controls and auditing matters, ~~that~~and (ii) the ~~Committee~~confidential, anonymous submission of employee concerns regarding accounting or ~~the General Auditor believe should be discussed privately with the Audit Committee.~~

auditing matters.

29.

Meet with the independent auditor in executive session to discuss any matters the Committee or the independent auditor believes should be discussed privately with the Audit Committee.

30.

Meet with the General Auditor in executive session to discuss any matters the Committee or the General Auditor believes should be discussed privately with the Audit Committee.

31.

Meet with Finance management in executive sessions to discuss any matters ~~that~~ the Committee or Finance management ~~believe~~believes should be discussed privately with the Audit Committee.

32.

Set clear hiring policies for the Company’s hiring of employees or former employees of the independent auditor who were engaged in the Company’s account, and ensure the policies comply with any regulations applicable to the Company.

1740 / MSFT

~~2002~~2004 PROXY STATEMENT

LOGO

MICROSOFT CORPORATION

2001 STOCK PLAN

1.Purpose of the Plan. The purposes of this Stock Plan are to attract and retain the best available individuals for positions of substantial responsibility, to provide additional incentive to such individuals, and to promote the success of the Company’s business by aligning the financial interests of Employees and Consultants providing personal services to the Company or to any Parent or Subsidiary of the Company with long-term shareholder value.

Awards granted hereunder may be Incentive Stock Options, Nonqualified Stock Options, Stock Awards, or SARs, at the discretion of the Board and as reflected in the terms of the Award Agreement.

~~P R O X Y~~2.Definitions. As used herein, the following definitions shall apply:

(a) “Award” shall mean any award or benefits granted under the Plan, including Options, Stock Awards, and SARs.

(b) “Award Agreement” shall mean a written or electronic agreement between the Company and the Awardee setting forth the terms of the Award.

(d) “Board” shall mean (i) the Board of Directors of the Company or (ii) both the Board and the Committee, if a Committee has been appointed in accordance with Section 4(a) of the Plan.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(f) “Committee” shall mean the Compensation Committee appointed by the Board of Directors in accordance with Section 4(a) of the Plan, if one is appointed; provided, however, if the Board of Directors appoints more than one Committee pursuant to Section 4(a), then “Committee” shall refer to the appropriate Committee, as indicated by the context of the reference.

(g) “Common Shares” shall mean the common shares of Microsoft Corporation.

(h) “Company” shall mean Microsoft Corporation, a Washington corporation and any successor thereto.

(i) “Consultant” shall mean any person, except an Employee, engaged by the Company or any Parent or Subsidiary of the Company, to render personal services to such entity, including as an advisor.

(j) “Continuous Status as a Participant” shall mean (1) for Employees, the absence of any interruption or termination of service as an Employee, and (2) for Consultants, the absence of any interruption, expiration, or termination of such person’s consulting or advisory relationship with the Company or the occurrence of any termination event as set forth in such person’s Award Agreement. Continuous Status as a Participant shall not be considered interrupted (i) for an Employee in the case of sick leave, maternity leave, infant care leave, medical emergency leave, military leave, or any other leave of absence for which Continuous Status is not considered interrupted in accordance with the Company’s policies on such matters, and (ii) for a Consultant, in the case of any temporary interruption in such person’s availability to provide services to the Company which has been authorized in writing by a Vice President of the Company prior to its commencement.

(k) “Conversion Options” shall mean the Options described in Section 6(c) of the Plan.

(l) “Employee” shall mean any person, including an officer, who is a common law employee of, receives remuneration for personal services to, is reflected on the official human resources database as an employee of, and is on the payroll of the Company or any Parent or Subsidiary of the Company. A person is on the payroll if he or she is paid from the payroll department of the Company, or any Parent or Subsidiary of the Company. Persons providing services to the Company, or to any Parent or Subsidiary of the Company, pursuant to an agreement with a staff leasing organization, temporary workers engaged through or employed by temporary or leasing agencies, and workers who hold themselves out to the Company, Parent, or Subsidiary to which they are providing services as being independent contractors, or as being employed by or engaged through another company while providing the services are not Employees for purposes of this Plan, whether or not such persons are, or may be reclassified by the courts, the Internal Revenue Service, the U. S. Department of Labor, or other person or entity as, common law employees of the Company, Parent, or Subsidiary, either solely or jointly with another person or entity.

(m) “Effective Date” shall mean January 1, 2001.

(n) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(o) “Incentive Stock Option” shall mean any Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(p) “Maximum Annual Participant Award” shall have the meaning set forth in Section 5(b).

(q) “Nonqualified Stock Option” shall mean an Option not intended to qualify as an Incentive Stock Option.

(r) “Option” shall mean a stock option granted pursuant to Section 6 of the Plan.

(s) “Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(t) “Participant” shall mean an Employee or Consultant.

(u) “Plan” shall mean this 2001 Stock Plan, including any amendments thereto.

(v) “Share” shall mean one Common Share, as adjusted in accordance with Section 14 of the Plan.

(w) “SAR” shall mean a stock appreciation right awarded pursuant to Section 8 of the Plan.

(x) “Stock Award” shall mean a grant of Shares or of a right to receive Shares or their cash equivalent (or both) pursuant to Section 7 of the Plan.

(y) “Subsidiary” shall mean (i) in the case of an Incentive Stock Option a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, and (ii) in the case of a Nonqualified Stock Option, a Stock Award or an SAR, in addition to a subsidiary corporation as defined in (i), a limited liability company, partnership or other entity in which the Company controls 50 percent or more of the voting power or equity interests.

3.Shares Subject to the Plan. Subject to the provisions of Sections 14 and 16 of the Plan, the maximum aggregate number of Shares (increased, proportionately, in the event of any stock split, stock dividend or similar event with respect to the Shares) which may be awarded and delivered under the Plan shall not exceed the sum of (a) any Shares available for future awards, as of the Effective Date, under the Microsoft Corporation 1991 Stock Option Plan, as amended (“1991 Stock Plan”) and (b) any Shares that are represented by awards under the 1991 Stock Plan which, after the Effective Date, are forfeited, expire, are cancelled without delivery of Shares, or otherwise result in the return of Shares to the Company, minus (c) 100,000,000 Shares (unadjusted for any stock split or stock dividend with respect to the Shares). The Shares may be authorized, but unissued, or reacquired Common Shares.

Subject to the provisions of the following sentence, if an Award should expire or become unexercisable for any reason without having been exercised in full, the undelivered Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future Awards under the Plan. Notwithstanding anything to the contrary contained herein, any Awards of Options that are transferred to a third party pursuant to a program under which the holder of certain Options may transfer such Options to such third party in exchange for cash or other consideration, shall be removed from the Plan and the Shares subject to such Awards shall not be available for regrant under the Plan regardless of whether the transferred Options are exercised or expire without exercise.

4.Administration of the Plan.

(a)Procedure. The Plan shall be administered by the Board of Directors of the Company.

(i) The Board of Directors may appoint one or more Committees each consisting of not less than two members of the Board of Directors to administer the Plan on behalf of the Board of Directors, subject to such terms and conditions as the Board of Directors may prescribe. Once appointed, such Committees shall continue to serve until otherwise directed by the Board of Directors.

(ii) From time to time the Board of Directors may increase the size of the Committee(s) and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, or fill vacancies however caused.

(b)Powers of the Board. Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to grant Incentive Stock Options, Nonqualified Stock Options, Stock Awards, and SARs; (ii) to determine, in accordance with Section 11(b) of the Plan, the fair market value of the Shares; (iii) to determine, in accordance with Section 11(a) of the Plan, the exercise price per share of Awards to be granted; (iv) to determine the Participants to whom, and the time or times at which, Awards shall be granted and the number of Shares to be represented by each Award; (v) to interpret the Plan and the terms of Awards; (vi) to prescribe, amend, and rescind rules and regulations relating to the Plan; including the form of Award Agreement, and manner of acceptance of an Award, (vii) to determine the terms and provisions of each Award to be granted (which need not be identical) and, with the consent of the Awardee, modify or amend any Award; (viii) to authorize conversion or substitution under the Plan of any or all Conversion Options; (ix) to accelerate or defer (with the consent of the Awardee) the vesting or exercise date of any Award; (x) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously granted by the Board; and (xi) to make all other determinations deemed necessary or advisable for the administration of the Plan;provided that, no consent of an Awardee is necessary under clauses (vii) or (ix) if the modification, amendment, acceleration, or deferral, in the reasonable judgment of the Board confers a benefit on the Awardee, or is made pursuant to an adjustment in accordance with Section 14.

The Board may, but need not, determine that an award shall vest or be granted subject to the satisfaction of one or more performance goals. Performance goals for awards will be determined by the Compensation Committee of the Board and will be designed to support the business strategy, and align executives’ interests with customer and shareholder interests. For awards that are intended to qualify as performance-based compensation under Section 162(m), performance goals will be based on one or more of the following business criteria: sales or licensing volume, revenues, customer satisfaction, expenses, organizational health/productivity, earnings (which includes similar measurements such as net profits, operating profits and net income, and which may be calculated before or after taxes, interest, depreciation, amortization or taxes), margins, cash flow, shareholder return, return on equity, return on assets or return on investments, working capital, product shipments or releases, brand or product recognition or acceptance and/or stock price. These criteria may be measured: individually, alternatively or in any combination; with respect to the Company, a subsidiary, division, business unit, product line, product or any combination of the foregoing; on an absolute basis, or relative to a target, to a designated comparison group, to results in other periods or to other external measures; and including or excluding items that could affect the measurement, such as extraordinary or unusual and nonrecurring gains or losses, litigation or claim judgments or settlements, material changes in tax laws, acquisitions or divestitures, the cumulative effect of accounting changes, asset write-downs, restructuring charges, or the results of discontinued operations.

(c)Effect of Board’s Decision. All decisions, determinations, and interpretations of the Board shall be final and binding on all Participants and Awardees.

5.Eligibility.

(a) Awards may be granted to Participants and to persons to whom offers of employment as an Employee have been extended; provided that Incentive Stock Options may only be granted to Employees. For avoidance of doubt, directors are not eligible to participate in the Plan unless they are Employees or Consultants.

(b) The maximum number of Shares with respect to which an Award or Awards may be granted to any Participant in any one taxable year of the Company (the “Maximum Annual Participant Award”) shall not exceed 20,000,000 Common Shares for Options or SARs, or 5,000,000 shares for Stock Awards (increased, in both cases proportionately, in the event of any stock split, stock dividend or similar event with respect to the Shares). If an Option is in tandem with an SAR, such that the exercise of the Option or SAR with respect to a Share cancels the tandem SAR or Option right, respectively, with respect to each Share, the tandem Option and SAR rights with respect to each Share shall be counted as covering but one Share for purposes of the Maximum Annual Participant Award.

6.Options.

(a) Each Option shall be designated in the written or electronic option agreement as either an Incentive Stock Option or a Nonqualified Stock Option. However, notwithstanding such designations, to the extent that the aggregate fair market value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under all plans of the Company) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.

(b) For purposes of Section 6(a), Options shall be taken into account in the order in which they were granted, and the fair market value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(c) Options converted or substituted under the Plan for any or all outstanding stock options and stock appreciation rights held by employees, consultants, advisors or other option holders granted by entities subsequently acquired by the Company or a subsidiary or affiliate of the Company (“Conversion Options”) shall be effective as of the close of the respective mergers and acquisitions of such entities by the Company. The Conversion Options may be Incentive Stock Options or Nonqualified Stock Options, as determined by the Committee; provided, however, that stock appreciation rights in the acquired entity shall only be converted to or substituted with Nonqualified Stock Options. The Conversion Options shall be options to purchase the number of Common Shares determined by multiplying the number of shares of the acquired entity’s common stock underlying each such stock option or stock appreciation right immediately prior to the closing of such merger or acquisition by the number specified in the applicable merger or acquisition agreement for conversion of each share of such entity’s common stock to a Common Share (the “Merger Ratio”). Such Conversion Options shall be exercisable at an exercise price per Common Share (increased to the nearest whole cent) equal to the exercise price per share of the acquired entity’s common stock under each such stock option or stock appreciation right immediately prior to closing divided by the Merger Ratio. No fractional Common Shares will be issued upon exercise of Conversion Options. In lieu of such issuance, the Common Shares issued pursuant to each such exercise shall be rounded to the closest whole Share. All other terms and conditions applicable to such stock options and stock appreciation rights prior to closing of the acquisition, including vesting, shall remain unchanged under the Conversion Options.

7.Stock Awards.

(a) Stock Awards may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. After the Committee determines that it will offer a Stock Award, it will advise the Awardee in writing or electronically, by means of an Award Agreement, of the terms, conditions and restrictions, including vesting, if any, related to the offer, including the number of Shares that the Awardee shall be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the Awardee must accept the offer. The offer shall be accepted by execution of an Award Agreement in the manner determined by the Committee.

(b) Unless the Committee determines otherwise, the Award Agreement shall provide for the forfeiture of the non-vested Common Shares underlying such Stock Award upon the Awardee ceasing to be a Participant. To the extent that the Awardee purchased the Shares granted under such Stock Award and any such Shares remain non-vested at the time the Awardee ceases to be a Participant, the cessation of Participant status shall cause an immediate sale of such non-vested Shares to the Company at the original price per Common Share paid by the Awardee.

8.SARs.

(a) The Committee shall have the full power and authority, exercisable in its sole discretion, to grant SARs to selected Awardees. The Committee is authorized to grant both tandem stock appreciation rights (“Tandem SARs”) and stand-alone stock appreciation rights (“Stand-Alone SARs”) as described below.

(b)Tandem SARs.

(i) Awardees may be granted a Tandem SAR, exercisable upon such terms and conditions as the Committee shall establish, to elect between the exercise of the underlying Section 6 Option for Common Shares or the surrender of the Option in exchange for a distribution from the Company in an amount equal to the excess of (A) the fair market value (on the Option surrender date) of the number of Shares in which the Awardee is at the time vested under the surrendered Option (or surrendered portion thereof) over (B) the aggregate exercise price payable for such vested Shares.

(ii) No such Option surrender shall be effective unless it is approved by the Committee, either at the time of the actual Option surrender or at any earlier time. If the surrender is so approved, then the distributions to which the Awardee shall become entitled under this Section 8(b) may be made in Common Shares valued at fair market value on the Option surrender date, in cash, or partly in Shares and partly in cash, as the Committee shall deem appropriate.

(iii) If the surrender of an Option is not approved by the Committee, then the Awardee shall retain whatever rights he or she had under the surrendered Option (or surrendered portion thereof) on the Option surrender date and may exercise such rights at any time prior to the later of (A) five (5) business days after the receipt of the rejection notice or (B) the last day on which the Option is otherwise exercisable in accordance with the terms of the instrument evidencing such Option, but in no event may such rights be exercised more than ten (10) years after the date of the Option grant.

(c)Stand-Alone SARs.

(i) An Awardee may be granted a Stand-Alone SAR not tied to any underlying Option under Section 6 of the Plan. The Stand-Alone SAR shall cover a specified number of Common Shares and shall be exercisable upon such terms and conditions as the Committee shall establish. Upon exercise of the Stand-Alone SAR, the holder shall be entitled to receive a distribution from the Company in an amount equal to the excess of (A) the aggregate fair market value (on the exercise date) of the Common Shares underlying the exercised right over (B) the aggregate base price in effect for those Shares.

(ii) The number of Common Shares underlying each Stand-Alone SAR and the base price in effect for those Shares shall be determined by the Committee at the time the Stand-Alone SAR is granted. In no event, however, may the base price per Share be less than the fair market value per underlying Common Share on the grant date.

(iii) The distribution with respect to an exercised Stand-Alone SAR may be made in Common Shares valued at fair market value on the exercise date, in cash, or partly in Shares and partly in cash, as the Committee shall deem appropriate.

(d) The Common Shares underlying any SARs exercised under this Section 8 shall not be available for subsequent issuance under the Plan.

9.Term of Plan. The Plan shall become effective as of the Effective Date. It shall continue in effect until terminated under Section 17 of the Plan.

10.Term of Award; Limitations on Vesting and Repricing.

(a) The term of each Award shall be no more than ten (10) years from the date of grant. However, in the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns Shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the term of the Option shall be no more than five (5) years from the date of grant.

(b) Each award shall vest over a period of not less than three (3) years from the date of grant, provided that awards covering up to 50,000,000 shares (increased, proportionately, in the event of any stock split, stock dividend or similar event) may be granted without regard to the 3-year vesting restriction; provided further, that Conversion Options and awards that are granted or vest based on performance goals shall not count toward the limit of this Section 10(b).

(c) No Award may be repriced, replaced, regranted through cancellation, or modified without approval of the shareholders of the Company (except in connection with an adjustment pursuant to Section 14) if the effect would be to reduce the exercise price for the Shares underlying such Award.

11.Exercise Price and Consideration.

(a) The per Share exercise price under each Award shall be such price as is determined by the Board, subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the fair market value per Share on the date of grant.

(B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the fair market value per Share on the date of grant.

(ii) Except for Conversion Options under Section 6(c), the per Share exercise price under a Nonqualified Stock Option or SAR shall be no less than seventy-five percent (75%) of the fair market value per Share on the date of grant. Notwithstanding the foregoing (or any other provision of the Plan), Options and SARs that are granted to Employees who are non-exempt for purposes of the FLSA, shall satisfy the requirements for exclusion from regular rate of pay for purposes of the FLSA and shall have an exercise price that is at least eighty-five percent (85%) of the fair market value of the underlying Shares at the time of grant; furthermore, such Options or SARs shall not be exercisable within the six (6) month period immediately following the date of grant, except, if so provided in the Award Agreement, in the event of the Awardee’s death, disability, or retirement, upon a change in corporate control of the Company, or under such other circumstances as are permitted under the FLSA or rules and regulations thereunder.

(iii) The maximum aggregate number of Shares underlying all Nonqualified Stock Options and SARs with a per Share exercise price of less than fair market value on any grant date that may be granted under this Plan is 50,000,000 Shares (increased, proportionately, in the event of any stock split, or stock dividend or similar event with respect to the Shares); provided that Conversion Options shall not count against the limit of this Section 11(a)(iii).

(b) The fair market value per Share shall be the closing price per share of the Common Share on the Nasdaq Stock Market (“Nasdaq”) on the date of grant. If the Shares cease to be listed on Nasdaq, the Board shall designate an alternative method of determining the fair market value of the Shares.

(c) The consideration to be paid for the Shares to be issued upon exercise of an Award, including the method of payment, shall be determined by the Board at the time of grant and may consist of cash and/or check. Payment may also be made by delivering a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds necessary to pay the exercise price. If the Awardee is an officer of the Company within the meaning of Section 16 of the Exchange Act, the officer may, in addition, be allowed to pay all or part of the purchase price with Shares which, as of the exercise date, the officer has owned for six (6) months or more. If the Awardee is a participant in the 1998 Microsoft Corporation Stock Option Gain And Bonus Deferral Program, he may in addition be allowed to pay all or part of the purchase price of any deferred Option with Shares. Shares used by officers to pay the exercise price shall be valued at their fair market value on the exercise date.

(d) Prior to issuance of the Shares upon exercise of an Award, the Awardee shall pay any federal, state, and local income and employment tax withholding obligations applicable to such Award. If an Awardee is an officer of the Company within the meaning of Section 16 of the Exchange Act, he may elect to pay such withholding tax obligations by having the Company withhold Shares having a value equal to the amount required to be withheld, and any Award under the Plan may permit or require that such withholding tax obligations be paid by having the Company withhold Shares having a value equal to the amount required to be withheld. The value of the Shares to be withheld shall equal the fair market value of the Shares on the day the Award is exercised. The right of an officer to dispose of Shares to the Company in satisfaction of withholding tax obligations shall be deemed to be approved as part of the initial grant of an Award, unless thereafter rescinded, and shall otherwise be made in compliance with Rule 16b-3 and other applicable regulations, and any Award under the Plan may permit or require that such withholding tax obligations be paid by having the Company withhold Shares having a value equal to the amount required to be withheld.

12.Exercise of Award.

(a)Procedure for Exercise; Rights as a Shareholder. Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Board at the time of grant, and as shall be permissible under the terms of the Plan.

An Award may not be exercised for a fraction of a Share.

An Award shall be deemed to be exercised when written or electronic notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised has been received by the Company. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 11(c) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the share certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares subject to the Award, notwithstanding the exercise of the Award. The Company shall issue (or cause to be issued) such share certificate promptly upon exercise of the Award. In the event that the exercise of an Award is treated in part as the exercise of an Incentive Stock Option and in part as the exercise of a Nonqualified Stock Option pursuant to Section 6(a), the Company shall issue a share certificate evidencing the Shares treated as acquired upon the exercise of an Incentive Stock Option and a separate share certificate evidencing the Shares treated as acquired upon the exercise of a Nonqualified Stock Option, and shall identify each such certificate accordingly in its share transfer records. No adjustment will be made for a dividend or other right for which the record date is prior to the date the share certificate is issued, except as provided in Section 14 of the Plan.

Exercise of an Award in any manner and delivery of the Shares subject to such Award shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Award, by the number of Shares as to which the Award is exercised.

(b)Termination of Status as a Participant. In the event of termination of an Awardee’s Continuous Status as a Participant, such Awardee may exercise his or her rights under any outstanding Awards to the extent exercisable on the date of termination (but in no event later than the date of expiration of the term of such Award as set forth in the Award Agreement). To the extent that the Awardee was not entitled to exercise his or her rights under such Awards at the date of such termination, or does not exercise such rights within the time specified in the individual Award Agreements, the Awards shall terminate.

(c)Disability of Awardee. Notwithstanding the provisions of Section 12(b) above, in the event of termination of an Awardee’s Continuous Status as a Participant as a result of total and permanent disability (i.e., the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of twelve (12) months), the Awardee will vest in the Award, but only to the extent of the vesting that would have occurred had the Awardee remained in Continuous Status as a Participant for a period of twelve (12) months after the date on which the Participant ceased performing services as a result of the total and permanent disability. An Option or SAR that is vested pursuant to this Section 12(c) must be exercised within eighteen (18) months (or such shorter time as is specified in the grant) from the date on which the Participant ceased performing services as a result of the total and permanent disability (but in no event later than the date of expiration of the term of such Option or SAR as set forth in the Award Agreement). To the extent that the Awardee was not entitled to exercise such Option or SAR within the time specified herein, the Award shall terminate.

(d)Death of Awardee. Notwithstanding the provisions of Section 12(b) above, in the event of the death of an Awardee:

(i) who is at the time of death a Participant, the Award will vest, but only to the extent of the vesting that would have occurred had the Awardee continued living and remained in Continuous Status as a Participant twelve (12) months following the date of death. An Option or SAR that is vested pursuant to this Section 12(d)(i) may be exercised, at any time within twelve (12) months following the date of death, by the Awardee’s estate or by a person who acquired the right to exercise the Award by bequest or inheritance; or

(ii) whose Option or SAR has not yet expired but whose Continuous Status as a Participant terminated prior to the date of death, the Option or SAR may be exercised, at any time within twelve (12) months following the date of death, by the Awardee’s estate or by a person who acquired the right to exercise the Option or SAR by bequest or inheritance, but only to the extent of the right to exercise that had vested at the date of termination.

(e) Notwithstanding subsections (b), (c), and (d) of this Section 12, the Board shall have the authority to extend the expiration date of any outstanding Option in circumstances in which it deems such action to be appropriate (provided that no such extension shall extend the term of an Award beyond the date on which the Award would have expired if no termination of the Employee’s Continuous Status as a Participant had occurred).

13.Non-Transferability of Awards. An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Awardee, only by the Awardee; provided that the Board may permit further transferability, on a general or specific basis, and may impose conditions and limitations on any permitted transferability.

14.Adjustments to Shares Subject to the Plan. If any change is made to the Shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities and/or the price per Share covered by outstanding Awards under the Plan, (iii) the Maximum Annual Participant Award, (iv) the maximum aggregate number of Shares underlying all Nonqualified Stock Options and SARs with a per Share exercise price of less than fair market value on any grant date that may be granted under the Plan, and (v) the maximum aggregate number of Shares underlying all Awards with a vesting period of less than three years. The Board may also make adjustments described in (i)-(v) of the previous sentence in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 14, the Board may take into account such factors as it deems appropriate, including (i) the restrictions of applicable law, (ii) the potential tax consequences of an adjustment and (iii) the possibility that some Awardees might receive an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding Awards, modify vesting dates, defer the delivery of stock certificates or make other equitable adjustments. Any such adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Board shall be final, binding and conclusive. For purposes of this Section 14, conversion of any convertible securities of the Company shall not be deemed to have been effected without receipt of consideration. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.

In the event of the proposed dissolution or liquidation of the Company, the Award will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Award shall terminate as of a date fixed by the Board and give each Awardee the right to exercise an Award as to all or any part of the Shares subject to an Award, including Shares as to which the Award would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each Award shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the Award or to substitute an equivalent award, in which case the Board shall, in lieu of such assumption or substitution, provide for the Awardee to have the right to exercise the Award as to all of the Shares subject to Awards, including Shares as to which the Award would not otherwise be exercisable. If the Board makes an Award fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the Awardee that the Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Award will terminate upon the expiration of such period.

15.Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Company completes the corporate action relating to the grant of such Award and all conditions to the grant have been satisfied, provided that conditions to the grant, exercise or vesting of an Award shall not defer the date of grant. Notice of a grant shall be given to each Participant to whom an Award is so granted within a reasonable time after the determination has been made.

16.Substitutions and Assumptions. The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies, provided such substitutions and assumptions are permitted by Section 424 of the Code and the regulations promulgated thereunder. The number of Shares reserved pursuant to Section 3 may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of Shares subject to Awards before and after the substitution.

17.Amendment and Termination of the Plan.

(a)Amendment and Termination. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable (including, but not limited to amendments which the Board deems appropriate to enhance the Company’s ability to claim deductions related to stock option exercises); provided that any increase in the number of Shares subject to the Plan, other than in connection with an adjustment under Section 14 of the Plan, and any amendment described in Section 10(c) of the Plan, shall require approval of or ratification by the shareholders of the Company.

(b)Participants in Foreign Countries. The Board shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan.

(c)Effect of Amendment or Termination. Except as otherwise provided in Sections 4 and 14, any such amendment or termination of the Plan shall not affect Awards already granted and such Awards shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Awardee and the Board, which agreement must be in writing and signed by the Awardee and the Company.

18.Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

19.Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

20.No Employment/Service Rights. Nothing in the Plan shall confer upon any Participant the right to an Award or to continue in service as an Employee or Consultant for any period of specific duration, or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining such person), or of any Participant or Awardee, which rights are hereby expressly reserved by each, to terminate such person’s services at any time for any reason, with or without cause.

As amended and restated through September 15, 2004, including amendments that will be effective only after approval by the shareholders at the 2004 Annual Meeting of Shareholders.

*	All share numbers in the Plan reflect the 2-for-1 stock split effected February 2003.

MICROSOFT CORPORATION

1991 STOCK OPTION PLAN, AS AMENDED

1.Purpose of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to such individuals, and to promote the success of the Company’s business by aligning employee financial interests with long-term shareholder value.

Options granted hereunder may be either Incentive Stock Options or Nonqualified Stock Options, at the discretion of the Board and as reflected in the terms of the written option agreement.

2.Definitions. As used herein, the following definitions shall apply:

(a) “Board” shall mean the Committee, if such Committee has been appointed, or the Board of Directors of the Company, if such Committee has not been appointed.

(b) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(c) “Committee” shall mean the Committee appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is appointed; provided, however, if the Board of Directors appoints more than one Committee pursuant to Section 4, then “Committee” shall refer to the appropriate Committee, as indicated by the context of the reference.

(d) “Common Shares” shall mean the common shares of Microsoft Corporation.

(e) “Company” shall mean Microsoft Corporation, a Washington corporation and any successor thereto.

(f) “Continuous Status as an Employee” shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, maternity leave, infant care leave, medical emergency leave, military leave, or any other leave of absence authorized in writing by a Vice President of the Company prior to its commencement.

(g) “Employee” shall mean any person, including officers, employed by the Company or any Parent or Subsidiary of the Company.

(h) “Incentive Stock Option” shall mean any Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(i)“Maximum Annual Employee Grant” shall have the meaning set forth in Section 5(e).

(j) “Non-Employee Director” shall have the same meaning as defined or interpreted for purposes of Rule 16b-3 (including amendments and successor provisions) as promulgated by the Securities and Exchange Commission pursuant to its authority under the Exchange Act (“Rule 16b-3”).

(k) “Nonqualified Stock Option” shall mean an Option not intended to qualify as an Incentive Stock Option.

(l) “Option” shall mean a stock option granted pursuant to the Plan.

(m) “Optioned Shares” shall mean the Common Shares subject to an Option.

(n) “Optionee” shall mean an Employee who receives an Option.

(o) “Outside Director” shall have the same meaning as defined or interpreted for purposes of Section 162(m) of the Code.

(p) “Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(q) “Plan” shall mean this 1991 Stock Option Plan, including any amendments thereto.

(r) “Share” shall mean one Common Share, as adjusted in accordance with Section 11 of the Plan.

(s) “Subsidiary” shall mean (i) in the case of an Incentive Stock Option a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, and (ii) in the case of a Nonqualified Stock Option, in addition to a subsidiary corporation as defined in (i), a limited liability company, partnership or other entity in which the Company controls 50 percent or more of the voting power or equity interests.

3.Shares Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of shares which may be optioned and sold under the Plan is 4,160,000,000 Common Shares. The Shares may be authorized, but unissued, or reacquired Common Shares.

If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or awards under the Microsoft Corporation 2001 Stock Plan (the “2001 Plan”).

4.Administration of the Plan.

(a)Procedure. The Plan shall be administered by the Board of Directors of the Company.

(1) The Board of Directors may appoint one or more Committees each consisting of not less than two members of the Board of Directors to administer the Plan on behalf of the Board of Directors, subject to such terms and conditions as the Board of Directors may prescribe. Once appointed, such Committees shall continue to serve until otherwise directed by the Board of Directors.

(2) Any grants of Options to officers who are subject to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) shall be made by (i) a Committee of two or more directors, each of whom is a Non-Employee Director and an Outside Director or (ii) as otherwise permitted by both Rule 16b-3, Section 162(m) of the Code and other applicable regulations.

(3) Subject to the foregoing subparagraphs (1) and (2), from time to time the Board of Directors may increase the size of the Committee(s) and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, or fill vacancies however caused.

(b)Powers of the Board. Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to grant Incentive Stock Options or Nonqualified Stock Options; (ii) to determine, in accordance with Section 8(b) of the Plan, the fair market value of the Shares; (iii) to determine, in accordance with Section 8(a) of the Plan, the exercise price per share of Options to be granted; (iv) to determine the Employees to whom, and the time or times at which, Options shall be granted and the number of Shares to be represented by each Option; (v) to interpret the Plan and the terms of Options; (vi) to prescribe, amend, and rescind rules and regulations relating to the Plan; (vii) to determine the terms and provisions of each Option granted (which need not be identical) and, with the consent of the holder thereof, modify or amend any Option; (viii) to reduce the exercise price per share of outstanding and unexercised Options; (ix) to accelerate or defer (with the consent of the Optionee) the vesting or exercise date of any Option; (x) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Board; and (xi) to make all other determinations deemed necessary or advisable for the administration of the Plan; provided that, no consent of an Optionee is necessary under clauses (vii) or (ix) if the modification, amendment, acceleration, or deferral in the reasonable judgment of the Board confers a benefit on the Optionee, or is made pursuant to an adjustment in accordance with Section 11.

(c)Effect of Board’s Decision. All decisions, determinations, and interpretations of the Board shall be final and binding on all Optionees and any other holders of any Options granted under the Plan.

5.Eligibility.

(a) Options may be granted only to Employees. For avoidance of doubt, directors are not eligible to participate in the Plan unless they are full-time Employees.

(b) Each Option shall be designated in the written option agreement as either an Incentive Stock Option or a Nonqualified Stock Option. However, notwithstanding such designations, to the extent that the aggregate fair market value of the Shares with respect to

which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.

(c) For purposes of Section 5(b), Options shall be taken into account in the order in which they were granted, and the fair market value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(d) Nothing in the Plan or any Option granted hereunder shall confer upon any Optionee any right with respect to continuation of employment with the Company, nor shall it interfere in any way with the Optionee’s right or the Company’s right to terminate the employment relationship at any time, with or without cause.

(e) The maximum number of Shares with respect to which an Option or Options may be granted to any Employee in any one taxable year of the Company shall not exceed 16,000,000 shares (the “Maximum Annual Employee Grant”).

6.Term of Plan. The Plan shall become effective upon its adoption by the Board. No new Options may be granted under the Plan, provided that Shares subject to the Plan (other than Shares issued in the exercise of Options granted under the Plan) shall be available for grants and awards under the 2001 Plan as provided in Section 3 and awards shall be subject to adjustment as provided in Section 11.

7.Term of Option. The term of each Option shall be no more than ten (10) years from the date of grant. However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns Shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the term of the Option shall be no more than five (5) years from the date of grant.

8.Exercise Price and Consideration.

(a) The per Share exercise price under each Option shall be such price as is determined by the Board, subject to the following:

(1) In the case of an Incentive Stock Option

(i) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the fair market value per Share on the date of grant.

(ii) granted to any other Employee, the per Share exercise price shall be no less than 100% of the fair market value per Share on the date of grant.

(2) In the case of a Nonqualified Stock Option the per Share exercise price may be less than, equal to, or greater than the fair market value per Share on the date of grant.

(c) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board at the time of grant and may consist of cash and/or check. Payment may also be made by delivering a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds necessary to pay the exercise price. If the Optionee is an officer of the Company within the meaning of Section 16 of the Exchange Act, he may in addition be allowed to pay all or part of the purchase price with Shares. If the Optionee is a participant in the 1998 Microsoft Corporation Stock Option Gain And Bonus Deferral Program, he may in addition be allowed to pay all or part of the purchase price of any deferred Option with Shares. Shares used by officers to pay the exercise price shall be valued at their fair market value on the exercise date.

(d) Prior to issuance of the Shares upon exercise of an Option, the Optionee shall pay any federal, state, and local withholding obligations of the Company, if applicable. If an Optionee is an officer of the Company within the meaning of Section 16 of the Exchange Act, he may elect to pay such withholding tax obligations by having the Company withhold Shares having a value equal to the amount required to be withheld. The value of the Shares to be withheld shall equal the fair market value of the Shares on the day the Option is exercised. The right of an officer to dispose of Shares to the Company in satisfaction of withholding tax obligations shall be deemed to be approved as part of the initial grant of an option, unless thereafter rescinded, and shall otherwise be made in compliance with Rule 16b-3 and other applicable regulations.

9.Exercise of Option.

(a)Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Board at the time of grant, and as shall be permissible under the terms of the Plan.

An Option may not be exercised for a fraction of a Share.

respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such share certificate promptly upon exercise of the Option. In the event that the exercise of an Option is treated in part as the exercise of an Incentive Stock Option and in part as the exercise of a Nonqualified Stock Option pursuant to Section 5(b), the Company shall issue a share certificate evidencing the Shares treated as acquired upon the exercise of an Incentive Stock Option and a separate share certificate evidencing the Shares treated as acquired upon the exercise of a Nonqualified Stock Option, and shall identify each such certificate accordingly in its share transfer records. No adjustment will be made for a dividend or other right for which the record date is prior to the date the share certificate is issued, except as provided in Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b)Termination of Status as Employee. In the event of termination of an Optionee’s Continuous Status as an Employee, such Optionee may exercise stock options to the extent exercisable on the date of termination. Such exercise must occur within three (3) months (or such shorter time as may be specified in the grant), after the date of such termination (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement). To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or does not exercise such Option within the time specified herein, the Option shall terminate.

(c)Disability of Optionee. Notwithstanding the provisions of Section 9(b) above, in the event of termination of an Optionee’s Continuous Status as an Employee as a result of total and permanent disability (i.e., the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of twelve (12) months), the Optionee may exercise the Option, but only to the extent of the right to exercise that would have accrued had the Optionee remained in Continuous Status as an Employee for a period of twelve (12) months after the date on which the Employee ceased working as a result of the total and permanent disability. Such exercise must occur within eighteen (18) months (or such shorter time as is specified in the grant) from the date on which the Employee ceased working as a result of the total and permanent disability (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement). To the extent that the Optionee was not entitled to exercise such Option within the time specified herein, the Option shall terminate.

(d)Death of Optionee. Notwithstanding the provisions of Section 9(b) above, in the event of the death of an Optionee:

(i) who is at the time of death an Employee of the Company, the Option may be exercised, at any time within six (6) months following the date of death (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that would have accrued had the Optionee continued living and remained in Continuous Status as an Employee twelve (12) months after the date of death; or

(ii) whose Option has not yet expired but whose Continuous Status as an Employee terminated prior to the date of death, the Option may be exercised, at any time within six (6) months following the date of death (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination.

(e) Notwithstanding subsections (b), (c), and (d) above, the Board shall have the authority to extend the expiration date of any outstanding option in circumstances in which it deems such action to be appropriate (provided that no such extension shall extend the term of an option beyond the date on which the option would have expired if no termination of the Employee’s Continuous Status as an Employee had occurred).

10.Non-Transferability of Options. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee; provided that the Board may permit further transferability, on a general or specific basis, and may impose conditions and limitations on any permitted transferability.

11.Adjustments Upon Changes in Capitalization or Merger. If any change is made to the Shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities and/or the price per share covered by outstanding Options under the Plan, and (iii) the Maximum Annual Employee Grant. The Board may also make adjustments described in (i)-(iii) of the previous sentence in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 11, the Board may take into account such factors as it deems appropriate, including (i) the restrictions of applicable law, (ii) the potential tax consequences of an adjustment, and (iii) the possibility that some Optionees might receive an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding Options, modify vesting dates, defer the delivery of stock certificates or make other equitable adjustments. Any such adjustments to outstanding Options will be effected in a manner that precludes the enlargement of rights and benefits under such Options. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Board shall be final, binding and conclusive. For purposes of this Section 11, conversion of any convertible securities of the Company shall not be deemed to have been effected “without receipt of consideration.” Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option.

In the event of the proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless

otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise an Option as to all or any part of the Optioned Shares, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the Option or to substitute an equivalent option, in which case the Board shall, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise the Option as to all of the Optioned Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option will terminate upon the expiration of such period.

12.Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Company completes the corporate action relating to the grant of an option and all conditions to the grant have been satisfied, provided that conditions to the exercise of an option shall not defer the date of grant. Notice of a grant shall be given to each Employee to whom an Option is so granted within a reasonable time after the determination has been made.

13.Substitutions and Assumptions. The Board shall have the right to substitute or assume Options in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies, provided such substitutions and assumptions are permitted by Section 424 of the Code and the regulations promulgated thereunder. The number of Shares reserved pursuant to Section 3 may be increased by the corresponding number of Options assumed and, in the case of a substitution, by the net increase in the number of Shares subject to Options before and after the substitution.

14.Amendment and Termination of the Plan.

(a)Amendment and Termination. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable (including, but not limited to amendments which the Board deems appropriate to enhance the Company’s ability to claim deductions related to stock option exercises); provided that any increase in the number of Shares subject to the Plan, other than in connection with an adjustment under Section 11 of the Plan, shall require approval of or ratification by the shareholders of the Company.

(b)Employees in Foreign Countries. The Board shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of the benefits from Options granted to Employees employed in such countries and to meet the objectives of the Plan.

(c)Effect of Amendment or Termination. Except as otherwise provided in Sections 4 and 11, any such amendment or termination of the Plan shall not affect Options

already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company.

15.Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

16.Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

17.Shareholder Approval. The Plan, as amended, is subject to approval by the shareholders of the Company at the 2004 Annual Meeting of Shareholders. If the Plan, as herein amended, is not so approved by the shareholders, the Plan, as previously approved, shall continue in effect.

[As amended and restated through September 15, 2004, including amendments that will be effective only after approval by the shareholders at the 2004 Annual Meeting of Shareholders. The number of shares in Sections 3 and 5(e) have been increased to reflect the 2-for-1 stock splits in May 1994, November 1996, February 1998, March 1999 and February 2003.]

MICROSOFT CORPORATION

STOCK OPTION PLAN

FOR CONSULTANTS AND ADVISORS

1.Purposes of the Plan. The purposes of this Stock Option Plan are to attract and maintain a long-term relationship with the best available consultants and advisors, to provide additional incentive to such individuals, and to promote the success of the Company’s business. Options granted hereunder shall be Nonqualified Stock Options, and shall be evidenced by written Stock Option Agreements.

2.Definitions. As used herein, the following definitions shall apply:

(a) “Board” shall mean the Committee, if such Committee has been appointed, or the Board of Directors of the Company, if such Committee has not been appointed.

(b) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(c) “Committee” shall mean the Committee appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is appointed.

(d) “Common Stock” shall mean the common stock of Microsoft Corporation.

(e) “Company” shall mean Microsoft Corporation, a Washington corporation.

(f) “Continuous Status as a Consultant or Advisor” shall mean the absence of any interruption, expiration, or termination of an Optionee’s consulting or advisory relationship with the Company. Continuous Status as a Consultant or Advisor shall not be considered interrupted in the case of any temporary interruption in such person’s availability to provide services to the Company which has been authorized in writing by a Vice President of the Company prior to its commencement; provided, however, that the Company may require suspension of vesting in such cases. Continuous Status as a Consultant or Advisor shall not be considered terminated if such person accepts employment with the Company, and thereafter a person’s Continuous Status as an Employee, and the effects of an interruption or termination thereof (including by reason of death or disability), shall be determined with reference to the Company’s 1991 Stock Option Plan.

(g) “Nonqualified Stock Option” shall mean an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(h) “Option” shall mean a stock option granted pursuant to the Plan.

(i) “Optioned Stock” shall mean the Common Stock subject to an Option.

(j) “Optionee” shall mean any consultant or advisor who receives an Option.

(k) “Plan” shall mean this Stock Option Plan for Consultants and Advisors.

(l) “Share” shall mean one share of Common Stock, as adjusted in accordance with Section 11 of the Plan.

3.Stock Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of shares which may be optioned and sold under the Plan is 4,800,000 shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock.

If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan.

4.Administration of the Plan.

(a)Procedure. The Plan shall be administered by the Board of Directors of the Company.

(1) The Board of Directors may appoint a Committee, consisting of not less than two members of the Board of Directors, to administer the Plan on behalf of the Board of Directors, subject to such terms and conditions as the Board of Directors may prescribe. Once appointed, such Committee shall continue to serve until otherwise directed by the Board of Directors.

(2) The Board of Directors may, from time to time, increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.

(b)Powers of the Board. Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to grant Nonqualified Stock Options; (ii) to determine, in accordance with Section 8(b) of the Plan, the fair market value of the Common Stock; (iii) to determine, in accordance with Section 8(a) of the Plan, the exercise price per share of Options to be granted, (iv) to determine the individuals to whom, and the time or times at which, options shall be granted and the number of Shares to be represented by each Option; (v) to interpret the Plan and the terms of Options; (vi) to prescribe, amend, and rescind rules and regulations relating to the Plan; (vii) to determine the terms and provisions of each Option granted (which need not be identical) and, with the consent of the holder thereof, modify or amend any Option; (viii) to reduce the exercise price per share of outstanding and unexercised Options; (ix) to accelerate or defer (with the consent of the Optionee) the vesting or exercise date of any Option; (x) to authorize any person to execute, on behalf of the Company, any instrument required to effectuate the grant of an Option previously granted by the Board; and (xi) to make all other determinations deemed necessary or advisable for the administration of the Plan; provided that, no consent of an Optionee is necessary under clauses (vii) or (ix) if the modification, amendment, acceleration, or deferral in the reasonable judgment of the Board confers a benefit upon the Optionee, or is made pursuant to an adjustment in accordance with Section 11.

5.Eligibility.

(a) Options may be granted to consultants and advisors who provide consulting services to the Company. In no event shall any employees (full-time or part-time) of the Company be eligible for the grant of an Option under the Plan. Notwithstanding the foregoing, the fact that an Optionee subsequently becomes an employee of the Company shall not affect such Optionee’s Option, so long as the Optionee’s Continuous Status as a Consultant or Advisor was uninterrupted prior to his or her commencement of employment with the Company.

(b) Nothing in the Plan or any Option granted hereunder shall confer upon any Optionee any right to continue or require the continuance of the Optionee’s consulting or advisory relationship with the Company, nor shall it interfere in any way with the Optionee’s right or the Company’s right to terminate such relationship at any time, with or without cause.

6.Term of Plan. The Plan shall become effective upon its adoption by the Board and shall continue in effect for ten (10) years, unless sooner terminated under Section 14 of the Plan.

7.Term of Option. The term of each Option shall be no more than ten (10) years from the date of grant.

8.Exercise Price and Consideration.

(a) The per Share exercise price under each Option shall be such price as is determined by the Board, which price may be less than, equal to, or greater than the fair market value per Share on the date of grant.

(b) The fair market value per Share shall be the closing price per share of the Common Stock on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) National Market System on the date of grant. If the Common Stock ceases to be listed on the NASDAQ National Market System, the Board shall designate an alternative method of determining the fair market value of the Common Stock.

(d) Prior to issuance of the Shares upon exercise of an Option, the Optionee shall pay any federal, state, and local withholding obligations of the Company, if applicable.

9.Exercise of Option.

(a)Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Board at the time of grant, and as shall be permissible under the terms of the Plan. An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 8(c) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan.

The exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b)Termination of Consulting Relationship with Optionee. In the event of termination of an Optionee’s Continuous Status as a Consultant or Advisor, such Optionee may exercise stock options to the extent exercisable on the date of termination. Such exercise must occur within three (3) months (or such shorter time as may be specified in the grant), after the date of such termination (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement). To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or does not exercise such Option within the time specified herein, the Option shall terminate.

(c)Termination of Consulting Relationship Due to Disability of Optionee. Notwithstanding the provisions of Section 9(b) above, in the event of termination of an Optionee’s Continuous Status as a Consultant or Advisor as a result of total and permanent disability (i.e., the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of twelve (12) months), such Optionee may exercise stock options to the extent exercisable on the date of termination. Such exercise must occur within eighteen (18) months (or such shorter time as may be specified in the grant), after the date of such termination (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement). To the extent that the Optionee was not entitled to exercise such Option within the time specified herein, the Option shall terminate.

(d)Death of Optionee. Notwithstanding the provisions of Section 9(b) above, in the event of the death of an Optionee:

(i) who is at the time of death a consultant or advisor to the Company, the Option may be exercised, at any time within six (6) months following the date of death (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s Personal Representative or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued as of the date of death; or

(ii) whose Option has not yet expired, but whose Continuous Status as a Consultant or Advisor terminated prior to the date of death, the Option may be exercised, at any time within six (6) months following the date of death (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s Personal Representative or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination.

(e) Notwithstanding subsections (b), (c), and (d) above, the Board shall have the authority to extend the expiration date of any outstanding option in circumstances in which it deems such action to be appropriate (provided that no such extension shall extend the term of an option beyond the date on which the option would have expired if no termination of the Optionee’s Continuous Status as a Consultant or Advisor had occurred).

11.Adjustments Upon Changes in Capitalization or Merger. If any change is made to the Shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, and (ii) the number and/or class of securities and/or the price per share covered by outstanding Options under the Plan. The Board may also make adjustments described in (i)-(ii) of the previous sentence in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 11, the Board may take into account such factors as it deems appropriate, including (i) the restrictions of applicable law, (ii) the potential tax consequences of an adjustment, and (iii) the possibility that some Optionees might receive an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding Options, modify vesting dates, defer the delivery of stock certificates or make other equitable adjustments. Any such adjustments to outstanding Options will be effected in a manner that precludes the enlargement of rights and benefits under such Options. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Board shall be final, binding and conclusive. For purposes of this Section 11, conversion of any convertible securities of the Company shall not be deemed to have been effected “without receipt of consideration.” Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reasons thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

In the event of the proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise an Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent option shall be substituted

by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the Option or to substitute an equivalent option, in which case the Board shall, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option will terminate upon the expiration of such period.

12.Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Board makes the determination granting such Option. Notice of the determination shall be given to each consultant or advisor to whom an Option is so granted within a reasonable time after the date of such grant.

14.Amendment and Termination of the Plan.

(a)Amendment and Termination. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable.

(b)Effect of Amendment or Termination. Except as otherwise provided in Sections 4 and 11, any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company.

15.Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such shares pursuant to thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

16.Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

[As amended and restated through September 15, 2004, including amendments that will be effective only after approval by the shareholders at the 2004 Annual Meeting of Shareholders. The number of shares in Section 3 has been adjusted for stock splits in 1992, 1994, 1996, 1998, 1999 and 2003.]

MICROSOFT CORPORATION

1999 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

1.Purpose

The purpose of the Microsoft Corporation 1999 Stock Plan for Non-Employee Directors (the “Plan”) is to attract and retain the services of experienced and knowledgeable independent directors of Microsoft Corporation (the “Corporation”) for the benefit of the Corporation and its stockholders and to provide additional incentive for such directors to continue to work for the best interests of the Corporation and its stockholders through continuing ownership of its common stock.

2.Shares Subject to the Plan

The total number of shares of common stock of the Corporation (“Shares”) for which Awards (as defined in Section 4) may be granted under the Plan shall not exceed 3,500,000 in the aggregate, subject to adjustment in accordance with Section 12 hereof. Within the foregoing limitation, Shares underlying Awards that have been granted pursuant to the Plan but which Awards have lapsed or otherwise terminated without delivery of Shares shall become available for the grant of additional Awards.

3.Administration of Plan

The Board of Directors of the Corporation shall administer the Plan. The Board may delegate responsibility for administration of the Plan to a Board committee (the “Committee”) composed solely of two or more directors, each of whom is a “Non-Employee Director” (as that term is defined in Rule 16b-3(b) promulgated by the Securities and Exchange Commission pursuant to its authority under the Securities Exchange Act of 1934 (the “Exchange Act”)). The Board or the Committee, as the case may be, shall have the power to construe the Plan and the terms of the Shares, to determine all questions arising thereunder, and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable; provided that, no consent of an Awardee is necessary where the modification, amendment, acceleration, or deferral in the reasonable judgment of the Board confers a benefit upon the Awardee, or is made pursuant to an adjustment in accordance with Section 12. References to the “Board” in this Plan shall be deemed to refer to either the Board or the Committee, whichever is appropriate in the context in which the word is used.

4.Discretionary Award Grants

Pursuant to this Plan, the Board may grant in its discretion an Award (as defined in this Section 4) to any person who (a) is elected a director of the Corporation, and (b) is not, and has not during the immediately preceding 12 month period been, an employee of the Corporation or any subsidiary of the Corporation. An “Award” may be either (i) a grant of a stock option (an “Option”) or (ii) a grant of Shares or of a right to receive Shares or their cash equivalent (or both) (a “Stock Award”). No Awards under this Section 4 may be granted to any individual director with respect to more than 10,000 shares for any calendar year or, in the case of a newly elected director, more than 25,000 shares for the year in which the director is first elected. No director shall have any claim or right to be granted an Award under this Plan. Having received an Award under this Plan shall not give a director any right to receive any other Award under this Plan and the Board may determine that any or all director(s) are not eligible to receive an Award under this Plan for an indefinite period or for a specified year or years.

5.Award Agreement

Each Award granted under the Plan shall be evidenced by an Award agreement (the “Agreement”) duly executed on behalf of the Corporation and by the director to whom such Award is granted, which Agreements may but need not be identical and which shall (a) comply with and be subject to the terms and conditions of the Plan and (b) provide that the director agrees to continue to serve as a director of the Corporation during the term for which he or she was elected. Each Award shall vest over a period of not less than three (3) years from the date of grant, except with respect to Awards that are granted in lieu of cash compensation. Any Agreement may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Board. No Award shall be deemed granted within the meaning of the Plan and no purported grant of any Award shall be effective, until such Agreement shall have been duly executed on behalf of the Corporation and the director to whom the Award is to be granted.

6.Stock Awards

(a) Stock Awards may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. After the Board determines that it will offer a Stock Award, it will advise the director in writing or electronically, by means of an Agreement, of the terms, conditions and restrictions, including vesting, if any, related to the offer, including the number of Shares that the director shall be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the director must accept the offer. The offer shall be accepted by execution of an Agreement or as otherwise directed by the Board.

(b) Unless the Board determines otherwise, the Agreement shall provide for the forfeiture of the non-vested Shares underlying such Stock Award upon the director ceasing to be a director for any reason, including death. To the extent that the director purchased the Shares granted under such Stock Award and any such Shares remain non-vested at the time the director ceases to be a director, the cessation of director status shall cause an immediate sale of such non-vested Shares to the Company at the original price per Share paid by the director.

Options

(a) The Board shall set the exercise price for an Option granted pursuant to Section 4 of the Plan in its discretion.

(b) Each Option shall expire no more than ten years from the date of the granting thereof, but shall be subject to earlier termination as follows:

(i) In the event of the death of an Option holder, the Option granted to such person may be exercised to the extent exercisable on the date of death, within the earlier of (x) 180 days after the date of death of such person and (y) the date on which the Option expires by its terms, by the estate of such person, or by any person or persons who acquired the right to exercise such Option by will or by the laws of descent and distribution.

(ii) In the event that an Option holder ceases to be a director of the Corporation, other than by reason of his or her death, an Option granted to such person may be exercised, to the extent exercisable on the date such person ceases to be a director, within the earlier of (x) 180 days after the date such person ceases to be a director and (y) the date on which the Option expires by its terms.

8.Vesting and Exercise of Awards

(a) The Board shall set the vesting schedule for Awards granted pursuant to Section 4 of the Plan in its discretion.

(b) To the extent that the right to exercise an Option has vested and is in effect, the Option may be exercised from time to time, by giving written notice, signed by the person or persons exercising the Option, to the Corporation, stating the number of whole Shares with respect to which the Option is being exercised, accompanied by payment in full for such Shares, which payment may be in whole or in part in shares of the common stock of the Corporation already owned by the person or persons exercising the Option, valued at fair market value on the date of payment. For purposes hereof, the fair market value of the Shares covered by an Option shall be the closing price of the Shares on the applicable date as reported in the National Market List of the National Association of Securities Dealers Inc. Automated Quotation System or on the principal national securities exchange on which the Shares are then listed for trading.

(c) Upon exercise of the Option, delivery of a certificate for fully paid and non-assessable Shares shall be made at the principal office of the Corporation in the State of Washington to the person or persons exercising the Option as soon as practicable (but in no event more than 30 days) after the date of receipt of the notice of exercise by the Corporation, or at such time, place, and manner as may be agreed upon by the Corporation and the person or persons exercising the Option.

(d) Upon a Stock Award becoming fully vested and nonforfeitable, delivery of a certificate for fully paid and non-assessable Shares shall be made at the principal office of the Corporation in the State of Washington to the person to whom the Stock Award was granted as soon as practicable (but in no event more than 30 days) after the date on which the Stock Award becomes fully vested and nonforfeitable, or at such time, place, and manner as may be agreed upon by the Corporation and the holder of the Stock Award.

(e) Prior to issuance of the Shares in connection with an Award, the director receiving the Award may request the Corporation to withhold and pay on the director’s behalf any federal, state, and local income tax obligations applicable to such Award by having the Corporation withhold Shares having a value equal to the amount requested to be withheld, and any Award under the Plan may permit that such withholding tax be paid by having the Corporation withhold Shares having a value equal to the amount requested to be withheld. The value of the Shares to be withheld shall equal the fair market value of the Shares on the day the Award is exercised or granted, as applicable. The right of a director to dispose of Shares to the Corporation in satisfaction of withholding tax obligations shall be deemed to be approved as part of the initial grant of an Award, unless thereafter rescinded, and shall otherwise be made in compliance with Rule 16b-3 and other applicable regulations.

9.Merger, Consolidation, Sale of Assets, etc., Resulting in a Change in Control

(a) In the event of a Change in Control (as hereinafter defined), notwithstanding the vesting provisions contained in the Agreement granting an Option or Stock Award, as applicable, to a director pursuant to this Plan, such Option shall become fully exercisable or Stock Award shall become fully vested and nonforfeitable if, within one year of such Change in Control, such director shall cease for any reason to be a member of the Board. For purposes hereof, a Change in Control of the Corporation shall be deemed to have occurred if (i) there shall be consummated (x) any consolidation or merger of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of the common stock of the Corporation would be converted into cash, securities, or other property, other than a merger of the Corporation in which the holders of the common stock of the Corporation immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Corporation; or (ii) the stockholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the Corporation; or (iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than William H. Gates III, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 30% or more of the Corporation’s outstanding common stock; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board of Directors shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Corporation’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

(b) Any exercise of an Option permitted pursuant to this Section 9 shall be made within 180 days of the related director’s termination as a director of the Corporation.

10.Awards Not Transferable

An Award granted pursuant to the Plan may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the holder of an Award, only by the holder; provided that the Board may permit further transferability, on a general or specific basis, and may impose conditions and limitations on any permitted transferability.

11.No Rights as Stockholder Until Holder

Neither the recipient of an Award under the Plan nor his successors in interest shall have any rights as a stockholder of the Corporation with respect to any Shares subject to an Award granted to such person until such person becomes a holder of record of such Shares.

12.Adjustments Upon Changes in Capitalization or Merger

the Plan, (ii) the number and/or class of securities and/or the price per Share covered by outstanding Awards under the Plan, and (iii) the limits on size of awards permitted pursuant to Section 4 of the Plan. The Board may also make adjustments described in (i)-(iii) of the previous sentence in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 12, the Board may take into account such factors as it deems appropriate, including (i) the restrictions of applicable law, (ii) the potential tax consequences of an adjustment, and (iii) the possibility that some Awardees might receive an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding Awards, modify vesting dates, defer the delivery of stock certificates or make other equitable adjustments. Any such adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Board shall be final, binding and conclusive. For purposes of this Section 12, conversion of any convertible securities of the Corporation shall not be deemed to have been effected “without receipt of consideration.” Except as expressly provided herein, no issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an Award.

In the event of the proposed dissolution or liquidation of the Corporation, an outstanding Award (i.e., an Option that has not been exercised or a Stock Award that has not become fully vested and nonforfeitable) will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each Option holder the right to exercise an Option as to all or any part of the stock covered by such Option, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Corporation, or the merger of the Corporation with or into another corporation, each Award shall be assumed or an equivalent Award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume each and every Award or to substitute an equivalent Award, in which case the Board shall, in lieu of such assumption or substitution, provide for the immediate full vesting of any Stock Awards not yet fully vested, or provide for the Option holder to have the right to exercise such Option as to all of the stock covered by such Option, including Shares as to which such Option would not otherwise be exercisable, or both. If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the Option holder that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option will terminate upon the expiration of such period.

13.Restrictions on Issue of Shares

Notwithstanding anything in this Plan to the contrary, the Corporation may delay the issuance of Shares covered by any Award and the delivery of a certificate for such Shares until one of the following conditions shall be satisfied:

(a) the Shares to be issued in connection with the grant or exercise of an Award, as applicable, are at the time of the issue of such Shares by the Corporation effectively registered under applicable federal securities laws now in force or hereafter amended; or

(b) counsel for the Corporation shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such Shares are exempt from registration under applicable federal securities laws now in force or hereafter amended.

It is intended that all grants of Stock Awards and exercises of Options shall be effective. Accordingly, the Corporation shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Corporation shall be under no obligation to cause a registration statement or a post-effective amendment to any registration statement to be prepared at its expense solely for the purpose of covering the issuance of Shares in connection with the grant or exercise of any Award.

14.Purchase for Investment

Unless the Shares to be issued in connection with the grant or exercise of an Award granted under the Plan have been effectively registered under the Securities Act of 1933 as now in force or hereafter amended, the Corporation shall be under no obligation to issue any Shares covered by any Award unless the person or persons to whom the Shares are to be issued, in whole or in part, shall give a written representation and undertaking to the Corporation, which is satisfactory in form and scope to counsel to the Corporation and upon which, in the opinion of such counsel, the Corporation may reasonably rely, that he or she is acquiring the shares issued or transferred to him or her for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution of any such Shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act of 1933, or any other applicable law, and that if Shares are issued or transferred without such registration a legend to this effect may be placed upon the certificates representing the Shares.

15.Expenses of the Plan

All costs and expenses of the adoption and administration of the Plan shall be borne by the Corporation and none of such expenses shall be charged to any director.

16.Termination and Amendment of Plan

Unless sooner terminated as herein provided, the Plan shall terminate ten years from the Effective Date. The Board may at any time terminate the Plan or make such modification or amendment thereof as it deems advisable; provided, however, that stockholder approval will be required for any amendment that will (a) increase the total number of shares as to which Awards may be granted under the Plan, (b) modify the class of persons eligible to receive Awards, or (c) otherwise require stockholder approval under any applicable law or regulation. In addition, the Board shall not amend the provisions in the Plan regarding the amount, pricing, and timing for grants pursuant to this Plan more than once every six months, other than to comport with changes in the Internal Revenue Code, or the rules thereunder. Except as otherwise provided in Sections 3 and 12, termination or any modification or amendment of the Plan shall not, without the consent of an Award holder, affect his or her rights under an Award previously granted to him or her.

*	As amended and restated through September 15, 2004, including amendments that will be effective only after approval by the shareholders at the 2004 Annual Meeting of Shareholders.

All share numbers in the Plan reflect the 2-for-1 stock split effected February 2003.

MICROSOFT CORPORATION

STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

1.Purpose

The purpose of the Microsoft Corporation Stock Option Plan for Non-Employee Directors (the “Plan”) is to attract and retain the services of experienced and knowledgeable independent directors of Microsoft Corporation (the “Corporation”) for the benefit of the Corporation and its stockholders and to provide additional incentive for such directors to continue to work for the best interests of the Corporation and its stockholders through continuing ownership of its common stock.

2.Shares Subject to the Plan

The total number of shares of common stock (“Shares”), of the Corporation for which options may be granted under the Plan shall not exceed 36,000,000 in the aggregate, subject to adjustment in accordance with Section 12 hereof. Within the foregoing limitations, Shares for which options have been granted pursuant to the Plan but which options have lapsed or otherwise terminated shall become available for the grant of additional options. There will initially be reserved for issuance or transfer from the Corporation’s treasury upon the exercise of options granted under the Plan 36,000,000 Shares, subject to adjustment in accordance with Section 13 hereof.

3.Administration of Plan

All aspects of the Plan relating to non-discretionary options shall be administered by the Board of Directors of the Corporation. All aspects of the Plan relating to the grant of discretionary options pursuant to Section 5, and all administrative functions relating to discretionary options, shall be handled by a Board committee of two or more directors, each of whom is a “disinterested person” (as that term is defined in Rule 16b-3(c)(2) promulgated by the Securities and Exchange Commission pursuant to its authority under the Securities Exchange Act of 1934). The Board of the Committee, as the case may be, shall have the power to construe the Plan and the terms of the Shares, to determine all questions arising thereunder, and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable; provided that, no consent of an option holder is necessary where the modification, amendment, acceleration, or deferral in the reasonable judgment of the Board confers a benefit on the option holder, or is made pursuant to an adjustment in accordance with Section 13. References to the “Board” in this Plan shall be deemed to refer to either the Board or the Committee, whichever is appropriate in the context in which the word is used.

4.Grant of Non-Discretionary Options

Each director who (a) satisfies all of the following criteria:

(i) such person is not, and has not during the immediately preceding 12 month period been, an employee of the Corporation or any subsidiary of the Corporation;

(ii) such person does not own any common stock of the Corporation which (x) he acquired directly from the Corporation and (y) is currently subject to any contractual provision whereby such stock is either forfeitable or subject to mandatory resale to the Corporation on the occurrence of certain specified events; and

(iii) such person does not hold any unvested stock options to purchase common stock of the Corporation, except for non-discretionary stock options previously granted pursuant to this Section 4 of the Plan.

and (b) who is in office on November 30 of any year (commencing with November 30, 1989) shall, on the immediately succeeding January 1, automatically be granted an option to acquire 5,000 Shares under the Plan.

5.Discretionary Option Grants for New Directors

An option may be granted by the Board in its discretion to any person who (i) is elected a director of the Corporation, (ii) has not previously served as a director of the Corporation, and (iii) at the time of his election, satisfied criterion (a)(i) of Section 4 above. No options under this Section 5 may be granted for more than 50,000 shares. An option under this Section 5 must be granted either on the date the new director is first elected as a director or on a prior date, but any option granted on a prior date shall be conditioned on the election of the optionee as a director. No director shall be eligible for an option grant under this Section 5 after the date he is first elected as a director.

6.Option Agreement

Each option granted under the Plan shall be evidenced by an option agreement (the “Agreement”) duly executed on behalf of the Corporation and by the director to whom such option is granted, which Agreements may but need not be identical and which shall (i) comply with and be subject to the terms and conditions of the Plan and (ii) provide that the director agrees to continue to serve as a director of the Corporation during the term for which he or she was elected. Any Agreement may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Board. No option shall be deemed granted within the meaning of the Plan and no purported grant of any option shall be effective, until such Agreement shall have been duly executed on behalf of the Corporation and the director to whom the option is to be granted.

7.Option Exercise Price

(a) The option exercise price for a non-discretionary option granted pursuant to Section 4 of the Plan shall be the fair market value of the Shares covered by the option on the date of grant, or, if such date is not a day on which Shares are traded, on the trading day (the “Pricing Date”), immediately preceding the date on which the option is granted.

(b) The option exercise price for a discretionary option granted pursuant to Section 5 of the Plan shall be set by the Board in its discretion.

(c) For purposes hereof, the fair market value of the Shares covered by an option shall be the closing price of the Shares on the applicable date as reported in the National Market List of the National Association of Securities Dealers Inc. Automated Quotation System or on the principal national securities exchange on which the Shares are then listed for trading.

8.Time and Manner of Exercise of Option

(a) Non-discretionary options granted pursuant to Section 4 of the Plan shall not be immediately exercisable, but shall become exercisable in full upon the first anniversary of the date of grant.

(b) The exercisability of discretionary options pursuant to Section 5 of the Plan shall be set by the Board in its discretion and shall be memorialized in the Agreement between the Corporation and the director to whom the option is granted.

(c) To the extent that the right to exercise an option has accrued and is in effect, the option may be exercised from time to time, by giving written notice, signed by the person or persons exercising the option, to the Corporation, stating the number of Shares with respect to which the option is being exercised, accompanied by payment in full for such Shares, which payment may be in whole or in part in shares of the common stock of the Corporation already owned by the person or persons exercising the option, valued at fair market value on the date of payment (as determined pursuant to Section 7(c) hereof).

(d) Upon exercise of the option, delivery of a certificate for fully paid and non-assessable Shares shall be made at the principal office of the Corporation in the State of Washington to the person or persons exercising the option as soon as practicable (but in no event more than 30 days) after the date of receipt of the notice of exercise by the Corporation, or at such time, place, and manner as may be agreed upon by the Corporation and the person or persons exercising the option.

9.Term of Options

Each option shall expire ten years from the date of the granting thereof, but shall be subject to earlier termination as follows:

(a) In the event of the death of an option holder, the option granted to such person may be exercised, to the extent exercisable on the date of death pursuant to Section 8(a) or (b), by the estate of such person, or by any person or persons who acquired the right to exercise such option by will or by the laws of descent and distribution. Such option may be exercised at any time within 180 days after the date of death of such person or prior to the date on which the option expires by its terms, whichever is earlier.

(b) In the event that an option holder ceases to be a director of the Corporation, other than by reason of his or her death, the option granted to such person may be exercised, to the extent exercisable on the date such person ceases to be a director, for a period of 30 days after such date, or prior to the date on which the option expires by its terms, whichever is earlier.

10.Merger, Consolidation, Sale of Assets, etc., Resulting in a Change in Control

(a) In the event of a Change in Control (as hereinafter defined), notwithstanding the provisions of Sections 8 and 9, an option granted to a director pursuant to the Plan shall become fully exercisable if, within one year of such Change in Control, such director shall cease for any reason to be a member of the Board. For purposes hereof, a Change in Control of the Corporation shall be deemed to have occurred if (i) there shall be consummated (x) any consolidation or merger of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of the common stock of the Corporation would be converted into cash, securities, or other property, other than a merger of the Corporation in which the holders of the common stock of the Corporation immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Corporation; or (ii) the stockholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the Corporation; or (iii) any person (as such term is used in Sections

13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than William H. Gates, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 30% or more of the Corporation’s outstanding common stock; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board of Directors shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Corporation’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

(b) Any exercise of an option permitted pursuant to Section 10(a) shall be made within 180 days of the related director’s termination as a director of the Corporation.

11.Options Not Transferable

An option granted pursuant to the Plan may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the option holder, only by the option holder; provided that the Board may permit further transferability, on a general or specific basis, and may impose conditions and limitations on any permitted transferability.

12.No Rights as Stockholder Until Exercise

Neither the recipient of an option under the Plan nor his successors in interest shall have any rights as a stockholder of the Corporation with respect to any Shares subject to an option granted to such person until such person becomes a holder of record of such Shares.

13.Adjustments Upon Changes in Capitalization or Merger

If any change is made to the Shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, and (ii) the number and/or class of securities and/or the price per share covered by outstanding options under the Plan. The Board may also make adjustments described in (i)-(ii) of the previous sentence in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 13, the Board may take into account such factors as it deems appropriate, including (i) the restrictions of applicable law, (ii) the potential tax consequences of an adjustment, and (iii) the possibility that some option holders might receive an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding options, modify vesting dates, defer the delivery of stock certificates or make other equitable adjustments. Any such adjustments to outstanding options will be effected in a manner that precludes the enlargement of rights and benefits under such options. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Board shall be final, binding and conclusive. For purposes of this Section 13, conversion of any convertible securities of the Corporation shall not be deemed to have been effected without receipt of consideration.” Except as expressly provided herein, no issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an option.

In the event of the proposed dissolution or liquidation of the Corporation, an outstanding option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such

instances, declare that any option shall terminate as of a date fixed by the Board and give each option holder the right to exercise an option as to all or any part of the stock covered by such option, including Shares as to which the option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Corporation, or the merger of the Corporation with or into another corporation, each option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume each option or to substitute an equivalent option, in which case the Board shall, in lieu of such assumption or substitution, provide for the option holder to have the right to exercise such option as to all of the stock covered by such option, including Shares as to which such option would not otherwise be exercisable. If the Board makes an option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the option holder that the option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the option will terminate upon the expiration of such period.

14.Restrictions on Issue of Shares

Anything in this Plan to the contrary notwithstanding, the Corporation may delay the issuance of Shares covered by the exercise of any option and the delivery of a certificate for such Shares until one of the following conditions shall be satisfied:

(a) the Shares with respect to which an option has been exercised are at the time of the issue or transfer of such Shares effectively registered under applicable federal securities laws now in force or hereafter amended; or

It is intended that all exercises of options shall be effective. Accordingly, the Corporation shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Corporation shall be under no obligation to cause a registration statement or a post-effective amendment to any registration statement to be prepared at its expense solely for the purpose of covering the issuance or transfer from the Corporation’s treasury of Shares in respect of which any option may be exercised.

15.Purchase for Investment

Unless the Shares to be issued upon exercise of an option granted under the Plan have been effectively registered under the Securities Act of 1933 as now in force or hereafter amended, the Corporation shall be under no obligation to issue or transfer any Shares covered by any option unless the person or persons who exercise such option, in whole or in part, shall give a written representation and undertaking to the Corporation, which is satisfactory in form and scope to counsel to the Corporation and upon which, in the opinion of such counsel, the Corporation may reasonably rely, that he or she is acquiring the shares issued or transferred to him or her for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution for any such Shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act of 1933, or any other applicable law, and that if Shares are issued or transferred without such registration a legend to this effect may be placed upon the certificates representing the Shares.

16.Effective Date

The effective date (the “Effective Date”) of this Plan shall be the date on which the Plan is approved by stockholders of the corporation.

17.Expenses of the Plan

All costs and expenses of the adoption and administration of the Plan shall be borne by the Corporation and none of such expenses shall be charged to any director.

18.Termination and Amendment of Plan

Unless sooner terminated as herein provided, the Plan shall terminate ten years from the Effective Date. The Board may at any time terminate the Plan or make such modification or amendment thereof as it deems advisable; provided, however, that, except as provided in Section 13, the Board may not, without the approval of the stockholders of the Corporation, (i) increase the maximum aggregate number of shares for which options may be granted under the Plan, (ii) increase the size of the non-discretionary option grants to individual directors, (iii) change the method of setting the option exercise price for non-discretionary options, or (iv) make any other change which would require shareholder approval pursuant to Rule 16b-3. In addition, the provisions in the Plan regarding the amount, pricing, timing, and class of persons eligible for non-discretionary grants shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. Except as otherwise provided in Sections 3 and 13, termination or any modification or amendment of the Plan shall not, without the consent of an option holder, affect his or her rights under an option previously granted to him or her.

19.Shareholder Approval

The Plan, as amended, is subject to approval by the shareholders of the Company at the 2004 Annual Meeting of Shareholders. If the Plan, as herein amended, is not so approved by the shareholders, the Plan, as previously approved, shall continue in effect.

[As amended through September 15, 2004, including amendments that will be effective only after approval by the shareholders at the 2004 Annual Meeting of Shareholders. The number of shares in Section 2 has been increased to reflect stock splits through February 2003]

LOGO

MICROSOFT CORPORATION

PROXY

FOR ANNUAL MEETING OF THE SHAREHOLDERS OF MICROSOFT CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints WILLIAM H. GATES III and STEVEN A. BALLMER, and each of them, with full power of substitution, as proxies to vote the shares which the undersigned is entitled to vote at the Annual Meeting of the Company to be held at the Meydenbauer Center, 11100 NE 6th Street, Bellevue, Washington, on November ~~5, 2002~~9, 2004 at 8:00 a.m. and at any adjournments thereof.

Such shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the discretion of the proxies on such other matters as may properly come before the meeting or any adjournment thereof.

(Continued and to be signed on the reverse side)

Address Change/Comments

FOLD AND DETACH HEREé

You can now access your Microsoft Corporation account online.

Access your Microsoft Corporation shareholder account online via Investor ServiceDirect® (ISD).

Mellon Investor Services LLC, Transfer Agent for Microsoft Corporation, now makes it easy and convenient to get current information on your shareholder account.

View account status

View certificate history

View book-entry information

View payment history for dividends

Make address changes

Obtain a duplicate 1099 tax form

Establish/change your PIN

Visit us on the web at http://www.melloninvestor.com

For Technical Assistance Call 1-877-978-7778 between 9am-7pm

Monday-Friday Eastern Time

Investor ServiceDirect® is a registered trademark of Mellon Investor Services LLC

~~Please mark your votes as indicated~~

				~~FOR election of all nominees~~		~~WITHHOLD vote from all nominees~~
1.		~~Election of directors (The Board recommends a vote for each of the following nominees):~~ ~~01 William H. Gates III~~ ~~02 Steven A. Ballmer~~ ~~03 James I. Cash Jr.~~ ~~04 Raymond V. Gilmartin~~ ~~05 David F. Marquardt~~ ~~06 Ann McLaughlin Korologos~~ ~~07 Wm. G. Reed Jr.~~ ~~08 Jon A. Shirley~~ ~~Except for nominee(s) listed below from whom vote is withheld:~~		¨		¨

		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
2.	~~Adoption of the 2003 Employee Stock Purchase Plan (The Board recommends a vote for this proposal)~~	¨	¨	¨
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
3.	~~Shareholder Proposal No. 1 (The Board recommends a vote against this proposal)~~	¨	¨	¨
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
4.	~~Shareholder Proposal No. 2 (The Board recommends a vote against this proposal)~~	¨	¨	¨
5.	~~In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.~~

This proxy when properly signed will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS PROVIDED, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Please Mark Here for Address Change or Comments
SEE REVERSE SIDE
FOR election of all nominees
WITHHOLD vote from all nominees
1. Election of directors (The Board recommends a vote FOR each of the following nominees):
Nominees:
01 William H. Gates III
02 Steven A. Ballmer
03 James I. Cash Jr.
04 Raymond V. Gilmartin
05 Ann McLaughlin Korologos
06 David F. Marquardt
07 Charles H. Noski
08 Helmut Panke
09 Jon A. Shirley
Except for nominee(s) listed below from whom vote is withheld.
2. Adoption of the Amendments to the 2001 Stock Plan and the 1991 Stock Option Plan (The Board recommends a vote FOR this proposal)
3. Adoption of the Amendments to the 1999 Stock Plan for Non-Employee Directors, the Stock Option Plan for Non-Employee Directors and the Stock Option Plan for Consultants and Advisors (The Board recommends a vote FOR this proposal)
4. Approval of material terms of the performance criteria for awards under the 2001 Stock Plan (The Board recommends a vote FOR this proposal)
5. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent auditor (The Board recommends a vote FOR this proposal)
FOR
AGAINST
ABSTAIN
FOR
AGAINST
ABSTAIN
FOR
AGAINST
ABSTAIN
FOR
AGAINST
ABSTAIN

IMPORTANT – PLEASE SIGN AND RETURN PROMPTLY.

When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

~~Signature~~

~~Signature if held jointly~~

~~Dated:~~

~~, 2002~~

Signature

Signature if held jointly

Dated: , 2004

FOLD AND DETACH HERE ~~AND READ THE REVERSE SIDE~~é

Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week

Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to the annual meeting day.

Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

Internet

http://www.eproxy.com/msft

Use the Internet to vote your proxy. Have your proxy card in hand when you access the website.

Telephone

1-800-435-6710

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.

Mail

Mark, sign, and date your proxy card and return it promptly in the enclosed postage-paid envelope.

NOTE: If you voted by internet or telephone, there is no need to mail back your proxy card.

Thank you for voting!

LOGO

MICROSOFT CORPORATION

P R O X Y

FOR ANNUAL MEETING OF THE SHAREHOLDERS OF MICROSOFT CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(Continued and to be signed on the reverse side)

Address Change/Comments

FOLD AND DETACH HEREé

~~Please mark your votes as indicated~~

				~~FOR election of all nominees~~		~~WITHHOLD vote from all nominees~~
1.		~~Election of directors (The Board recommends a vote for each of the following nominees):~~ ~~01 William H. Gates III~~ ~~02 Steven A. Ballmer~~ ~~03 James I. Cash Jr.~~ ~~04 Raymond V. Gilmartin~~ ~~05 David F. Marquardt~~ ~~06 Ann McLaughlin Korologos~~ ~~07 Wm. G. Reed Jr.~~ ~~08 Jon A. Shirley~~ ~~Except for nominee(s) listed below from whom vote is withheld:~~		¨		¨

		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
2.	~~Adoption of the 2003 Employee Stock Purchase Plan (The Board recommends a vote for this proposal)~~	¨	¨	¨
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
3.	~~Shareholder Proposal No. 1 (The Board recommends a vote against this proposal)~~	¨	¨	¨
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
4.	~~Shareholder Proposal No. 2 (The Board recommends a vote against this proposal)~~	¨	¨	¨
5.	~~In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.~~

This proxy when properly signed will be voted in the manner directed herein by the undersigned shareholder.
IF NO DIRECTION IS PROVIDED, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Please Mark Here for Address Change or Comments
SEE REVERSE SIDE
FOR election of all nominees
WITHHOLD vote from all nominees
1. Election of directors (The Board recommends a vote FOR each of the following nominees):
Nominees:
01 William H. Gates III
02 Steven A. Ballmer
03 James I. Cash Jr.
04 Raymond V. Gilmartin
05 Ann McLaughlin Korologos
06 David F. Marquardt
07 Charles H. Noski
08 Helmut Panke
09 Jon A. Shirley
2. Adoption of the Amendments to the 2001 Stock Plan and the 1991 Stock Option Plan (The Board recommends a vote FOR this proposal)
3. Adoption of the Amendments to the 1999 Stock Plan for Non-Employee Directors, the Stock Option Plan for Non-Employee Directors and the Stock Option Plan for Consultants and Advisors (The Board recommends a vote FOR this proposal)
4. Approval of material terms of the performance criteria for awards under the 2001 Stock Plan (The Board recommends a vote FOR this proposal)
5. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent auditor (The Board recommends a vote FOR this proposal)
FOR
AGAINST
ABSTAIN
FOR
AGAINST
ABSTAIN
FOR
AGAINST
ABSTAIN
FOR
AGAINST
ABSTAIN
Except for nominee(s) listed below from whom vote is withheld.

IMPORTANT – PLEASE SIGN AND RETURN PROMPTLY.

~~Signature~~

~~Signature if held jointly~~

~~Dated:~~

~~, 2002~~

Signature

Signature if held jointly

Dated: , 2004

FOLD AND DETACH HERE ~~AND READ THE REVERSE SIDE~~é



~~Your vote is important! You can vote in one of three ways:~~


~~Vote by Internet~~ ~~http://www.eproxy.com/msft~~ ~~24 hours a day / 7 days a week~~ ~~Instructions:~~ ~~Follow the instructions at our Internet address above.~~ ~~If you wish to access future annual reports and proxy statements electronically via the Internet and no longer receive printed material, please provide your consent when you vote online.~~	~~Vote by Telephone~~ ~~(800) 435-6710 via touch tone phone~~ ~~Toll-free 24 hours a day / 7 days a week~~ ~~Instructions:~~ ~~Have your proxy card in hand~~ ~~Call toll-free (800) 435-6710 on a touch tone telephone. There is no charge to you for this call.~~ ~~You will be asked to enter your 11-digit Control Number, which is located in the box in the lower right hand corner of this form. Follow the recorded instructions.~~	~~Vote by Proxy Card~~ ~~Enclosed~~ ~~With postage-free return envelope~~ ~~Instructions:~~ ~~Mark, sign, and date your proxy card and return it promptly in the enclosed envelope.~~

~~NOTE: If you voted by internet or telephone, there is no need to mail back your proxy card.~~

~~Thank you for voting!~~



DRIVING DIRECTIONS		PARKING

• From Seattle via SR-520: • Take SR-520 east to I-405 south. • Take Exit 13B west onto NE 8th to 110th Avenue NE. • Turn left onto 110th to NE 6th Street. • Turn left onto NE 6th Street to Meydenbauer Center’s parking garage.		Due to limited parking availability, we encourage you to explore Metro’s commuter services. The Bellevue Transit Center is conveniently located less than a block from Meydenbauer Center. Parking validation for the Meydenbauer Center garage will be ~~asked to enter your 11-digit control number located on your proxy card.~~available at the meeting.

• From Seattle via I-90: • Take I-90 east to I-405 north. • Take Exit 12 for the SE 8th Street exit and stay right. • At the stoplight, go left onto SE 8th Street. • Turn right onto 112th Avenue NE. • Turn left onto NE 6th Street to Meydenbauer Center’s parking garage.




VOTE BY INTERNET http://~~www.proxyvote.com/~~www.eproxy.com/msft 24 hours a day / 7 days a week INSTRUCTIONS: Read the accompanying Proxy Statement. Go to the following website: http://www.eproxy.com/msft Have ~~your 12-digit control number located on~~ your proxy card ~~available.~~ ~~Point your browser to~~ ~~http://www.proxyvote.com/~~ in hand and follow the ~~instructions to cast your vote.~~instructions. You can also register to receive all future shareholder communications electronically, instead of in print. This means that the annual report, proxy statement, and other correspondence will be delivered to you electronically via e-mail.		VOTE BY TELEPHONE (800) ~~454-8683~~435-6710 via touch tone phone toll-free 24 hours a day / 7 days a week INSTRUCTIONS: Read the accompanying Proxy Statement. Call toll-free (800) ~~454-8683.~~435-6710. ~~You will be asked to enter your 12-digit control number located on~~ Have your proxy ~~card.~~ card in hand and follow the instructions.


		Annual Compensation				Long-Term Compensation Awards
Name and Principal Position	Year	Salary		Bonus⁽¹⁾		Securities Underlying Options (#)	All Other Compensation⁽²⁾


Steven A. Ballmer	2002	$	547,500	$	205,810	–	$	5,500
Chief Executive Officer;	2001		494,076		171,444	–		5,100
Director	2000		428,414		200,000	–		5,100

William H. Gates III	2002		547,500		205,810	–		–
Chairman of the Board;	2001		494,992		171,762	–		–
Chief Software Architect; Director	2000		439,401		200,000	–		–

Richard E. Belluzzo⁽³⁾	2002		568,723		350,000	–		13,680,042
President; Chief Operating Officer	2001		468,758		350,000	1,500,000		2,190,616
	2000		335,835		293,000	3,500,000		4,447,619

James E. Allchin	2002		495,195		400,000	–		4,000
Group Vice President	2001		419,576		275,000	1,000,000		3,200
Platforms Group	2000		355,263		275,000	3,000,000		3,925

Jeffrey S. Raikes	2002		495,083		250,000	–		5,500
Group Vice President	2001		420,826		275,000	1,000,000		5,100
Productivity and Business Services	2000		370,991		258,500	3,000,000		5,250

Craig J. Mundie	2002		347,172		280,000	–		6,000
Senior Vice President;	2001		288,899		165,000	500,000		5,578
Chief Technical Officer, Advanced Strategies and Policy	2000		258,813		129,060	1,594,600		5,087

In millions, except per share amounts


June 30, 2002	(a)	(b)		(c)
Plan category	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 (excluding securities reflected in column (a))

Equity compensation plans approved by security holders	802	$	53.75	600

Equity compensation plans not approved by security holders	–		–	–

Total	802	$	53.75	600