to accumulate assets for the purpose of funding the ulti- mate obligation of certain non-qualified benefit plans. Transactions between the Company and the trust are accounted for in accordance with EITF No. 97-14, As of December 31, 2004, 15,577 employees con- tributed to the Company’s ESOP, a voluntary defined contribution plan available to all eligible salaried employees. Participants are allowed to contribute, on a pretax basis only, up to the lesser of 20 percent of their annual compensation or the maximum dollar amount allowed under the Internal Revenue Code. Such partici- pant contributions may be invested in a variety of mutual funds or a Company common stock fund. Effec- tive January 1, 2004, the ESOP was amended to permit participants to diversify 100 percent of employee con- tributions previously allocated to the Company com- mon stock fund into a variety of mutual funds. The Company matches current contributions up to 6 per- cent of annual compensation. Company matching con- tributions are required to be invested in the Company common stock fund. The Company made contributions to the ESOP on behalf of participating employees, representing amounts authorized by employees to be withheld from their earn- ings on a pre-tax basis, of $46,524, $40,662 and $38,921 in 2004, 2003 and 2002, respectively. The Company’s matching contributions to the ESOP charged to operations were $35,573, $31,331 and $27,916 for NOTE 11—STOCK PURCHASE PLAN AND  PREFERRED STOCK 2004, 2003 and 2002, respectively. At December 31, 2004, there were 23,406,467  shares of the Company’s common stock being held by the ESOP, representing 16.6 percent of the total number of voting shares outstanding. Shares of Company com- mon stock credited to each member’s account under the ESOP are voted by the trustee under instructions from each individual plan member. Shares for which no instructions are received, along with any unallocated shares held in the ESOP, are voted by the trustee in the same proportion as those for which instructions are received. On August 27, 2003, the Company issued 350,000 shares of convertible participating serial preferred stock, no par value with cumulative quarterly dividends of ten dollars per share (Preferred stock) for $350,000 to the ESOP. The ESOP financed the acquisition of the Pre- ferred stock by borrowing $350,000 from the Company at the rate of 4.5 percent per annum. This borrowing is payable over ten years in equal quarterly installments. Each share of Preferred stock is entitled to one vote upon all matters presented to the Company’s sharehold- ers, and the holder of the Preferred stock and the hold- ers of the common stock generally vote together as one class. The Preferred stock is held in an unallocated account by the ESOP until compensation expense “Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested,” which requires the assets held by the trust be consolidated with the Company’s accounts. Common shares  in Treasury Common shares Outstanding Balance at January 1, 2002................................................................ 54,052,268  153,978,356  Shares tendered as payment for options exercised ......................... 173,044  (173,044) Shares issued for exercise of stock options..................................... 1,791,675  Net shares issued under restricted stock grants.............................. 13,500  Treasury stock purchased............................................................... 6,700,000  (6,700,000) Balance at December 31, 2002 .......................................................... 60,925,312  148,910,487  Shares tendered as payment for options exercised ......................... 23,950  (23,950) Shares issued for exercise of stock options .................................... 2,171,839  Shares tendered in connection with restricted stock grants............ 75,669 (75,669)  Net shares issued under restricted stock grants.............................. 401,000 Treasury stock purchased .............................................................. 7,977,000  (7,977,000) Balance at December 31, 2003 .......................................................... 69,001,931  143,406,707  Shares tendered as payment for options exercised ......................... 17,219  (17,219) Shares issued for exercise of stock options .................................... 3,702,377  Net shares issued under restricted stock grants.............................. 285,250  Treasury stock purchased .............................................................. 6,600,000  (6,600,000) Balance at December 31, 2004 .......................................................... 75,619,150  140,777,115  62 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (thousands of dollars unless otherwise indicated)