Reed Decides to Retire From Microsoft Board

REDMOND, Wash., Sept. 20, 2004 — Microsoft Corp. today announced that Wm. G. Reed Jr., former chairman of Simpson Investment Company, has decided not to seek re-election to Microsofts board of directors at the companys November shareholder meeting. Reeds decision was prompted by his desire to begin limiting his business commitments and spending more time on personal matters. Reed joined the Microsoft board in October 1987.

“Gary has made invaluable contributions to the Microsoft board over the last 17 years, particularly as a member and chair of the audit committee,” said Bill Gates, chairman and chief software architect at Microsoft. “We are grateful for Garys insight and guidance over the years, but we also understand his desire to retire after 17 years of service to Microsofts board.”

Charles H. Noski, corporate vice president and chief financial officer of Northrop Grumman Corp., and formerly vice chairman of AT & T Corp., will replace Reed as the Audit Committee chairman. Ann McLaughlin Korologos, chairman emeritus of The Aspen Institute and senior advisor at Benedetto, Gartland & Company Inc., will join the Audit Committee. The Microsoft board of directors has authorized a reduction in the size of the board from 10 to nine members upon Reeds retirement.

Other members of the Microsoft board of directors are Gates; Steven A. Ballmer, chief executive officer of Microsoft; James I. Cash Jr., Ph.D., former James E. Robison professor at the Harvard Business School; Raymond V. Gilmartin, chairman, president and chief executive officer of Merck & Co. Inc.; Korologos; David Marquardt, general partner at August Capital; Noski; Dr. Helmut Panke, chairman of the board of management at BMW Bayerische Motoren Werke AG; and Jon Shirley, former president and chief operating officer of Microsoft.

Changes to Microsofts board of directors were noted as part of Microsofts annual proxy statement filing requesting shareholder approval of the following proposals:

  • Electing directors

  • Amending the 2001 Stock Plan and the 1991 Stock Option Plan

  • Amending 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 material terms of the performance criteria for performance awards under the 2001 Stock Plan

  • To ratify Deloitte & Touche LLP as the Companys independent auditor

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