Exhibit 22
Election of Directors

Thirteen directors of the Company are to be elected to hold office until the
next annual meeting or until their successors are duly elected and qualified or
until their earlier resignation or removal. Unless otherwise directed, proxies
will be voted at the meeting for the election of the persons listed below, or in
the event of an unforeseen contingency, for different persons as substitutes.
The Nominating Committee and the Board of Directors as a whole are recommending
this slate, and note with particular regret the retirements from the Board of
Silas S. Cathcart, the Company's former Chairman, and John D. Nichols, the
current Chairman, after 32 years and 15 years, respectively, of distinguished
service on the Board. Set forth below are the name, age, principal occupation
and other information concerning each nominee.

Julius W. Becton, Jr. (69)
Former President, Prairie View A&M University from 1989 through 1994. Mr.
Becton served as Director of the Federal Emergency Management Agency from 1985
to 1989 after 40 years of commissioned service in the U.S. Army, during which
he attained the rank of Lieutenant General. He is a director of The Wackenhut
Corporation and has been a director of the Company since 1992.

Susan Crown (37)
Vice President, Henry Crown and Company since 1984. Henry Crown and Company
is a family owned and operated company with investments in securities, real
estate, resort properties and manufacturing operations. Ms. Crown is a
director of Baxter International Inc. She is also a trustee and executive
committee member of Rush-Presbyterian-St. Luke's Medical Center in Chicago
and a trustee of The Yale Corporation. She has been a director of the Company
since 1994.

H. Richard Crowther (63)
Former Vice Chairman of the Company from 1990 through March 31, 1995. Prior
to becoming Vice Chairman, Mr. Crowther was Executive Vice President from
1983 through 1989 and has a total of 36 years service with the Company. He is
a director of Applied Power Inc. and has been a director of the Company since
1995.

W. James Farrell (53)
President of the Company since December 1994 and Chief Executive Officer
since September 1995. Mr. Farrell served as Executive Vice President from
1983 to December 1994 and has a total of 30 years service with the Company.
Mr. Farrell is a director of Hon Industries Inc. and has been a director of
the Company since 1995.

L. Richard Flury (48)
Executive Vice President, Amoco Corporation (energy and chemicals) since
January 1996; formerly Senior Vice President for Shared Services from June
1994 through December 1995 and Executive Vice President, Amoco Chemical Co.,
from January 1991 to June 1994, with a total of 26 years service with Amoco.
Mr. Flury is a director of the Illinois Coalition, North Central College, the
Field Museum and Amoco Foundation, and has been a director of the Company
since 1995.

Richard M. Jones (69)
Former Chairman and Chief Executive Officer, Guaranty Federal Savings Bank
from 1989 through 1991. Mr. Jones was President of Sears, Roebuck and Co.
(diversified merchandise, insurance, real estate and financial services) from
1986 to 1988 and Chief Financial Officer from 1980 to 1988. Mr. Jones is a
director of Applied Power Inc., Baker, Fentress & Co., Guaranty Federal
Savings Bank and MCI Communications Corp., and has been a director of the
Company since 1988.

George D. Kennedy (69)
Former Chairman, Mallinckrodt Group Inc. (animal and human health) from 1991
to 1994 and Chairman and Chief Executive Officer from 1986 to 1991. Mr.
Kennedy is a director of American National Can Corporation, Brunswick
Corporation, Kemper National Insurance Company, Scotsman Industries, Inc. and
Stone Container Corporation, and has been a director of the Company since
1988.

Richard H. Leet (69)
Former Vice Chairman, Amoco Corporation (energy and chemicals) from March
1991 to October 1991 and Executive Vice President from 1983 through February
1991. Mr. Leet is a director of Great Lakes Chemical Corporation, Landauer
Inc. and Vulcan Materials Corp., was formerly President of the Boy Scouts of
America, and has been a director of the Company since 1988.

Robert C. McCormack (56)
Partner, Trident Capital L.P. (venture capital) since January 1993; Assistant
Secretary of the Navy from 1990 to 1993; Deputy Under Secretary of Defense
from 1987 to 1990; and Managing Director, Morgan Stanley & Co. Incorporated
(investment banking) from 1985 to 1987. Mr. McCormack is a director of DeVry,
Inc. and has been a director of the Company since 1993. He was previously a
director from 1978 through 1987.

Phillip B. Rooney (51)
President and Chief Operating Officer, WMX Technologies Inc. (environmental
services) since 1985; and Chairman and Chief Executive Officer, Wheelabrator
Technologies Inc. (environmental services) since 1990. Mr. Rooney is a
director of Caremark International Inc., The ServiceMaster Company, Urban

Shopping Centers Inc., Waste Management International plc, Wheelabrator
Technologies Inc. and WMX Technologies, Inc., and has been a director of the
Company since 1990.

Harold B. Smith (62)
Chairman of the Executive Committee of the Company since 1982. Mr. Smith is a
director of W.W. Grainger Inc. and Northern Trust Corporation and a Trustee
of The Northwestern Mutual Life Insurance Company. He has been a director of
the Company since 1968.

Ormand J. Wade (56)
Former Vice Chairman, Ameritech Corp. (telecommunications products and
services) from 1987 to 1993 and President and Chief Executive Officer,
Illinois Bell Telephone Company, from 1982 through 1986. Mr. Wade is a
director of Andrew Corporation and Westell Inc. and has been a director of
the Company since 1985.

Calvin A. H. Waller (58)
Senior Vice President, Kaiser-Hill LLC (construction and environmental
services) since August 1994. Former President and Chief Executive Officer of
RKK, Ltd. (environmental technology) from 1993 to 1994 and Chief Operating
Officer from November 1991 to May 1993. After 32 years of military service,
Mr. Waller retired from the U.S. Army in October 1991 with the rank of
Lieutenant General, having served as, among other positions, Deputy
Commander-in-Chief of Operations Desert Shield and Desert Storm. Mr. Waller
is a director of Interpoint Corp. and RADICA Games, Ltd. of Hong Kong and has
been a director of the Company since 1995.

Executive Compensation

The table below summarizes the compensation of the Chief Executive Officer
and the other four most highly compensated Executive Officers. On September 1,
1995 Mr. Farrell became Chief Executive Officer, succeeding Mr. Nichols who
continued to serve as Chairman and as an Executive Officer.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- --------------------- ---------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($)(/1/) ($)(/1/)(/2/) ($)(/3/) ($)(/4/) ($) ($) ($)
------------------ ---- -------- ------------- ------------ ---------- ---------- --------- ------------

John D. Nichols 1995 747,942 1,000,000 -- -- 80,000 1,413,025(/5/) 42,560(/7/)(/8/)
Chairman and Chief 1994 652,067 750,000 -- -- -- 1,145,276(/5/) 27,014
Executive Officer 1993 600,000 567,600 -- -- 50,000 950,111(/5/) 18,269
W. James Farrell 1995 317,212 370,000 -- -- 60,000 -- 38,000(/7/)(/8/)(/9/)
President and Chief 1994 250,850 291,200 -- 1,400,000 -- -- 9,236
Executive Officer 1993 242,000 228,000 -- -- 36,996 -- 7,332
Frank S. Ptak 1995 219,397 219,670 -- -- 30,000 -- 10,252(/7/)(/8/)
Executive 1994 192,165 195,000 -- 1,400,000 -- -- 7,320
Vice President 1993 180,000 177,000 -- -- 30,000 139,758(/6/) 5,507
F. Ronald Seager 1995 209,501 206,150 -- -- 30,000 -- 11,306(/7/)(/8/)
Executive 1994 199,606 182,608 -- 875,000 -- -- 7,733
Vice President 1993 189,479 166,000 -- -- 30,000 124,593(/6/) 5,814
Russell M. Flaum 1995 199,452 195,000 -- -- 15,000 -- 6,364(/7/)(/8/)
Executive 1994 179,660 176,540 -- 875,000 -- -- 5,074
Vice President 1993 169,534 151,400 -- -- 15,000 -- 5,119

- --------
(1) Actual salary or bonus earned, including any amounts deferred under the
Company's 1993 Executive Contributory Retirement Income Plan or the
Savings and Investment Plan or both.
(2) Amounts awarded under the Executive Incentive Plan are calculated on the
base salary of record as of December 31 for the respective years and paid
in the subsequent year.
(3) Perquisites and other personal benefits, securities and property in the
aggregate do not exceed the threshold reporting level of the lesser of
$50,000 or 10% of total salary and bonus reported for the named Executive
Officer.
(4) Represents the value on the grant date (December 8, 1994) of restricted
stock grants authorized under the 1979 Stock Incentive Plan. The number of
shares granted and their value as of December 31, 1995 for each of the
officers were: Mr. Farrell, 32,000 shares ($1,888,000); Mr. Ptak, 32,000
shares ($1,888,000); Mr. Seager, 20,000 shares ($1,180,000); and Mr.
Flaum, 20,000 shares ($1,180,000). These individuals may exercise full
voting rights as to the restricted stock and are entitled to receive all
dividends and other distributions paid on the restricted stock from the
date of grant until forfeited or sold. Messrs. Farrell's and Ptak's shares
each vest in the following manner: 3,200 on December 31, 1995; 4,800 on
December 31, 1996; 6,400 on December 31, 1997; 6,400 on December 31, 1998;
6,400 on December 31, 1999; 3,200 on December 31, 2000; and 1,600 on
December 31, 2001. Messrs. Seager's and Flaum's shares each vest in the
following manner: 2,000 on December 31, 1995; 3,000 on December 31, 1996;
4,000 on December 31, 1997; 4,000 on December 31, 1998; 4,000 on December
31, 1999; 2,000 on December 31, 2000; and 1,000 on December 31, 2001.
Unvested shares will be forfeited if the executive leaves the Company for
any reason other than retirement, death or disability.
(5) For 1995, the market value of 20,000 phantom stock units, the vesting of
which was approved by the Compensation Committee on February 16, 1996 to
be effective March 31, 1996, was $1,180,000 as of

December 31, 1995; and interest and dividends credited on 284,000 shares in
Mr. Nichols' Phantom Stock Account totaled $233,025. For 1994, the market
value as of the date of vesting (March 31, 1995) for 20,000 phantom shares
was $977,500 and interest and dividends credited on 264,000 shares in his
account totaled $167,776. For 1993, the market value as of the date of
vesting (March 31, 1994) for 20,000 phantom shares was $810,000 and interest
and dividends credited on 244,000 shares in his account totaled $140,111.
Units have been adjusted where appropriate to reflect the 2-for-1 stock
split effective June 1993.
(6) Cash and market value of Common Stock paid in 1993 for performance share
appreciation units granted under the Company's 1979 Stock Incentive Plan
for a three-year performance period ended December 31, 1992.
(7) Includes company matching contributions to the Executive Officers'
accounts in the 1993 Executive Contributory Retirement Income Plan. For
1995 the amounts are: Mr. Nichols, $22,438; Mr. Farrell, $9,516; Mr. Ptak,
$6,582; and Mr. Seager, $6,306. The Company matching contribution to Mr.
Flaum's Savings and Investment Plan account was $4,603.
(8) Includes interest credited on deferred compensation in excess of 120% of
the Applicable Federal Long Term Rate. For 1995 the amounts are: Mr.
Nichols, $20,122; Mr. Farrell, $3,161; Mr. Ptak, $3,670; Mr. Seager,
$5,000; and Mr. Flaum, $1,761.
(9) Includes $25,323 representing imputed income for 1995 on Mr. Farrell's
outstanding home loan balance.

As of April 1, 1996, W. James Farrell, the Company's Chief Executive
Officer, was indebted to the Company in the amount of $420,000 (formerly
$460,000) arising out of a second mortgage on a home loan made by the Company
in lieu of Mr. Farrell's selling shares of common stock of the Company. The
imputed rate of interest on the loan is 7.34% per annum and the loan is
repayable in five annual installments.

In addition, the Company has a loan program for executive officers to assist
them in complying with the Company's stock ownership guidelines. As of
February 29, 1996, Mr. Farrell had a loan outstanding for $83,975 payable
December 31, 2000, bearing interest at a rate of 5.91% per annum and secured
by 3,200 shares of common stock of the Company. The five-year term of the
promissory note is renewable, but the note is repayable 180 days following
termination of employment with the Company (or immediately if termination is
for gross or willful misconduct) and upon bankruptcy, insolvency or death of
the employee or breach of the terms of the note or the pledge agreement.

----------------

The table below sets forth information as to options granted during 1995 to
the Executive Officers listed in the Summary Compensation Table.

OPTION GRANTS IN 1995

INDIVIDUAL GRANTS
----------------------------------------
% OF
NUMBER OF TOTAL POTENTIAL REALIZABLE VALUE
SECURITIES OPTIONS AT ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED EXERCISE STOCK PRICE APPRECIATION
OPTIONS TO OR BASE FOR OPTION TERM(/1/)
GRANTED EMPLOYEES PRICE EXPIRATION -------------------------------
NAME (#)(/2/) IN 1995 ($/SH) DATE 0% ($) 5% ($) 10% ($)
- ---- ---------- --------- -------- ---------- ------ --------- ---------

John D. Nichols......... 80,000 10.3% 60.25 05/03/99(/3/) 0 871,999(/3/) 1,849,947(/3/)
W. James Farrell........ 60,000 7.7% 60.25 12/08/05 0 2,273,454 5,761,379
Frank S. Ptak........... 30,000 3.8% 60.25 12/08/05 0 1,136,727 2,880,689
F. Ronald Seager........ 30,000 3.8% 60.25 12/08/05 0 1,136,727 2,880,689
Russell M. Flaum........ 15,000 1.9% 60.25 12/08/05 0 568,364 1,440,345

- --------
(1) The dollar amounts under these columns are the result of calculations at
0% and at the 5% and 10% rates set by the Securities and Exchange
Commission. They are therefore not intended to forecast possible future
appreciation, if any, of the Company's Common Stock price and reflect
neither the income tax liability of the individual recipients nor the time
value of money. The Company did not use

an alternative formula for a grant date valuation as the Company is not
aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors.
(2) These grants become exercisable as to 25% of the shares underlying the
options on each of the first four anniversaries of the grant, and are
generally fully exercisable after the first anniversary in the event of
retirement, disability or death. A restorative option right as described
under the section "Proposal to Approve 1996 Stock Incentive Plan" applies
to these grants so long as the option holder is employed by the Company.
(3) Based on Mr. Nichols' planned retirement on May 3, 1996 and the program's
current three year exercise period after retirement.

----------------

The table below sets forth information as to option exercises during 1995 as
well as the number and value of unexercised options as of December 31, 1995
for the Executive Officers listed in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES IN 1995
AND 1995 YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED VALUE OPTIONS AT YEAR END (#) AT YEAR END ($)(/1/)
ON EXERCISE REALIZED ------------------------- -------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------

John D. Nichols......... -- -- 25,000 105,000 565,625 565,625
W. James Farrell........ -- -- 59,996 75,000 1,768,787 339,375
Frank S. Ptak........... 4,000 198,250 42,000 45,000 1,265,250 339,375
F. Ronald Seager........ -- -- 55,000 45,000 1,736,250 339,375
Russell M. Flaum........ -- -- 22,300 22,500 646,088 169,688

- --------
(1) Based on the year-end closing market price of the Company's Common Stock
($59.00).

RETIREMENT PLANS

The Company's principal non-contributory defined benefit pension plan covers
employees of participating business units. Executive Officers participate in
this plan on the same basis as do approximately 10,000 other eligible
employees. Benefit amounts are based on years of service and average monthly
compensation for the five highest consecutive years out of the last ten years
of employment. The following table illustrates the maximum estimated annual
benefits to be paid upon normal retirement at age 65 to individuals in
specified compensation and years of service classifications. The table does
not reflect the limitations contained in the Internal Revenue Code of 1986 on
benefit accruals under the Pension Plan. Under a plan adopted by the Board of
Directors, supplemental payments in excess of those limitations will be made
to participants designated by the Compensation Committee in order to maintain
benefits upon retirement at the levels provided under the Pension Plan's
formula.

ESTIMATED ANNUAL NORMAL RETIREMENT BENEFITS(/1/)
--------------------------------------------------------------
YEARS OF SERVICE AT NORMAL RETIREMENT(/2/)
COMPENSATION(/3/) 10 15 20 25 30 35 40
----------------- -------- -------- -------- -------- -------- -------- --------

$ 250,000.............. $ 41,250 $ 61,875 $ 82,500 $103,125 $123,750 $133,125 $142,500
500,000.............. 82,500 123,750 165,000 206,250 247,500 266,250 285,000
750,000.............. 123,750 185,625 247,500 309,375 371,250 399,375 427,500
1,000,000.............. 165,000 247,500 330,000 412,500 495,000 532,500 570,000
1,250,000.............. 206,250 309,375 412,500 515,625 618,750 665,625 712,500
1,500,000.............. 247,500 371,250 495,000 618,750 742,500 798,750 855,000
1,750,000.............. 288,750 433,125 577,500 721,875 866,250 931,875 997,500

- --------
(1) Amounts shown exceed actual amounts by .65% of Social Security covered
compensation for each year of service up to 30 years.
(2) Years of service as of December 31, 1995 for the five most highly
compensated Executive Officers were as follows: Mr. Nichols, 26.2 years;
Mr. Farrell, 30.5 years; Mr. Ptak, 20.1 years; Mr. Flaum, 20.2 years;

Security Ownership

The following table sets forth information regarding ownership of the
Company's Common Stock as of December 31, 1995 by each director and nominee
for director; by each of the named executive officers; by directors, nominees
and executive officers as a group; and by other persons who, to the knowledge
of the Company, own of record or beneficially more than 5% of the outstanding
Common Stock of the Company.

DIRECTORS'
NAME OF BENEFICIAL OWNER AMOUNT AND NATURE OF PHANTOM STOCK PERCENT OF
OR GROUP BENEFICIAL OWNERSHIP(/1/) UNITS(/2/) CLASS
- ------------------------ ------------------------- ------------- ----------

Directors and Nominees
(Other than Executive Officers)
Julius W. Becton, Jr............................ 1,300 1,713 *
Silas S. Cathcart............................... 159,974(/3/) 1,713 *
Susan Crown..................................... 3,900(/4/) 1,000 *
H. Richard Crowther............................. 232,986(/5/)(/6/)(/7/) 1,075 *
L. Richard Flury................................ 600(/7/) 1,000 *
Richard M. Jones................................ 5,500 1,713 *
George D. Kennedy............................... 1,760 1,713 *
Richard H. Leet................................. 4,500 1,713 *
Robert C. McCormack............................. 7,260,050(/8/)(/9/) 1,000 6.1
Phillip B. Rooney............................... 5,500 1,000 *
Harold B. Smith................................. 19,678,858(/9/)(/1//0/) -- 16.7
Ormand J. Wade.................................. 1,900 1,000 *
Calvin A. H. Waller............................. 600(/7/) 1,000 *
Executive Officers
W. James Farrell................................ 105,432(/6/)(/1//1/) *
Russell M. Flaum................................ 42,957(/6/)(/1//2/) *
John D. Nichols................................. 439,157(/6/)(/1//3/) *
Frank S. Ptak................................... 80,952(/6/) *
F. Ronald Seager................................ 85,100(/6/)(/1//4/) *
Directors, Nominees and All Executive Officers as
a Group (25 Persons)............................ 20,993,615(/6/) 15,640 17.5
Other Principal Beneficial Owners
Edward Byron Smith, Jr........................... 7,572,506(/1//5/) 6.3
The Northern Trust Company....................... 23,701,591(/1//6/) 19.8

- --------
*Less than 1% of Class
(1) Unless otherwise noted, ownership is direct.
(2) Represents units of phantom stock granted under the phantom stock plan
for non-officer directors. Each unit is equal in value to one share of
Common Stock. The units are not transferable and have no voting rights.
(3) Includes 12,920 shares owned by Mr. Cathcart's wife, as to which he
disclaims beneficial ownership; 11,664 shares owned by a trust as to
which Mr. Cathcart has sole voting and investment power; 560 shares owned
by a trust as to which he shares voting and investment power; and 5,000
shares owned by a charitable organization of which he is president and a
director.
(4) Includes 1,000 shares owned in a trust as to which Ms. Crown shares
voting and investment power.
(5) Includes 152,176 shares held in a revocable living trust as to which Mr.
Crowther shares voting and investment power.
(6) Includes shares covered by stock options exercisable within 60 days of
December 31, 1995 as follows: Mr. Crowther, 75,620; Mr. Farrell 59,996;
Mr. Flaum, 22,300; Mr. Nichols, 25,000; Mr. Ptak, 42,000; Mr. Seager,
55,000; and directors, nominees and executive officers as a group,
396,466.

(7) Includes 600 shares of restricted stock granted on January 2, 1996 under
the Directors' Restricted Stock Plan.
(8) Includes 3,760 shares held in a revocable living trust as to which Mr.
McCormack has sole voting and investment power, 200 shares owned in a
trust as to which he shares voting and investment power with The Northern
Trust Company, and 7,255,890 shares as described in Footnote 9.
(9) Robert C. McCormack, Edward Byron Smith, Jr., Harold B. Smith and The
Northern Trust Company are trustees of twelve trusts owning 7,255,890
shares as to which they share voting and investment power.
(10) Includes 175,088 shares held in a revocable living trust as to which
Harold B. Smith has sole voting and investment power; 10,944,128 shares
owned in twelve trusts as to which he shares voting and investment power
with The Northern Trust Company and others; 1,082,240 shares owned in
eleven trusts as to which he shares voting and investment power;
7,255,890 shares as described in Footnote 9; and 43,056 shares owned by a
charitable foundation of which he is a director.
(11) Includes 1,506 shares held by Mr. Farrell as custodian for his minor
child and 1,000 shares owned by his wife, as to both of which Mr. Farrell
disclaims beneficial ownership.
(12) Includes 657 shares allocated to Mr. Flaum's account in the Company's
Savings and Investment Plan.
(13) Includes 322,038 shares held in a family partnership of which Mr. Nichols
is general partner and shares voting and investment power; 5,600 shares
owned in a revocable living trust as to which Mr. Nichols has sole voting
and investment power; 7,200 shares owned by Mr. Nichols' wife, as to
which Mr. Nichols disclaims beneficial ownership; 6,148 shares held by
Mrs. Nichols as custodian for their children, as to which Mr. Nichols
disclaims beneficial ownership; 3,741 shares allocated to his account in
the Company's Savings and Investment Plan; and 69,430 shares owned by a
charitable foundation of which he is a co-trustee.
(14) Includes 10,876 shares held in a revocable living trust as to which Mr.
Seager has sole voting and investment power and 1,138 shares owned by his
wife, as to which Mr. Seager disclaims beneficial ownership.
(15) Includes 10,874 shares owned in a trust as to which Edward Byron Smith,
Jr. has sole voting and investment power; 96,200 shares owned in a trust
as to which The Northern Trust Company has sole voting and investment
power; 116,800 shares owned in three trusts as to which Mr. Smith shares
voting and investment power; and 7,255,890 shares as described in
Footnote 9. Also includes the following shares held for the benefit of
Mr. Smith's children: 59,990 shares owned in two trusts as to which The
Northern Trust Company has sole voting and investment power; 6,720 shares
held in a trust as to which Mr. Smith and his wife share voting and
investment power; 9,320 shares held in a trust as to which Mr. Smith's
wife and sisters share voting and investment power; and 4,400 shares
owned in two trusts as to which Mr. Smith's sisters share voting and
investment power.
(16) Including its holdings as trustee described in Footnotes 8, 9, 10 and 15,
The Northern Trust Company and its affiliates act as sole fiduciary or
co-fiduciary of trusts and other fiduciary accounts which own an
aggregate of 23,701,591 shares. They have sole voting power with respect
to 4,382,707 shares and share voting power with respect to 18,821,882
shares. They have sole investment power with respect to 1,629,910 shares
and share investment power with respect to 19,400,590 shares. In
addition, The Northern Trust Company holds in other accounts, but does
not beneficially own, 7,298,079 shares, resulting in aggregate holdings
by The Northern Trust Company of 30,999,670 shares (25.9%).

Because of their holdings individually and as trustees, the holdings of
their immediate families and/or their positions with the Company, Robert C.
McCormack, Edward Byron Smith Jr. and Harold B. Smith may be deemed to be
"controlling persons" of the Company within the meaning of the Securities Act
of 1933, as amended. Robert C. McCormack, Edward Byron Smith, Jr. and Harold
B. Smith have a common great grandfather, Byron L. Smith.

The Company maintains normal commercial banking relationships with The
Northern Trust Company, which also acts as the trustee under the Company's
pension plan. The Northern Trust Company is a wholly owned subsidiary of
Northern Trust Corporation. Harold B. Smith, a director of the Company, is
also a director of Northern Trust Corporation.