Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):After reading the Proxy Statement, pleasepromptly fill in, date, sign, and return the enclosed proxy cardin the prepaid envelope to ensure that your shares will berepresented. Your shares cannot be voted unless you date, sign,and return the enclosed proxy card, vote telephonically orelectronically as described on page 4 of the enclosed ProxyStatement, or attend the annual meeting in person. Regardless ofthe number of shares you own, your careful consideration of, andvote on, the matters before our stockholders are important. To elect two ClassI directors, each to hold office for a three-year term and until his respective successor is elected and qualified. The Board of Directors has nominated the following persons for election as ClassI directors at the meeting: James R. Glynn and Donald W. Grimm.Stockholders of record at the close of businesson February28, 2003, are entitled to notice of, and tovote at, the annual meeting and any adjournments orpostponements thereof. For ten days prior to the annual meeting,a complete list of the stockholders of record onFebruary28, 2003, will be available at our principaloffices for examination during ordinary business hours by anystockholder for any purpose relating to the meeting.IMPORTANT: Please promptly fill in, date, signand return the enclosed proxy card in the accompanying pre-paidenvelope to ensure that your shares are represented at themeeting. You may revoke your proxy before it is voted. If youattend the meeting, you may choose to vote in person even if youhave previously sent in your proxy card.The accompanying proxy is being solicited by theBoard of Directors of Invitrogen Corporation and containsinformation related to the annual meeting of stockholders to beheld April23, 2003, at 9:00 a.m. local time, or anyadjournment or postponement thereof, for the purposes describedin the accompanying Notice of Annual Meeting. The annual meetingwill be held at Invitrogen s offices at 5781Van AllenWay, Carlsbad, California 92008. This Proxy Statement was filedwith the SEC on March17, 2003, and the approximate date onwhich the Proxy Statement and the accompanying form of proxywere first sent or given to stockholders was March24, 2003.Invitrogen will bear the cost of solicitingproxies. We may solicit stockholder proxies by mail through ourregular employees, and may request banks and brokers, and othercustodians, nominees and fiduciaries, to solicit their customerswho have Invitrogen stock registered in their names and willreimburse them for their reasonable, out-of-pocket costs. We mayuse the services of our officers, directors, and others tosolicit proxies, personally or by telephone, without additionalcompensation.At our annual meeting, stockholders will act uponthe matters outlined in the Notice of Meeting that is attachedto this proxy statement. These matters include the election ofdirectors and ratification of the appointment ofErnst Young, LLP as our independent publicaccountants. In addition, management will report onInvitrogen s performance during 2002 and will respond toquestions from our stockholders. An annual report for the fiscalyear ended December31, 2002, is enclosed with this ProxyStatement.Only stockholders of record as of the close ofbusiness on the record date, February28, 2003, will beentitled to vote the shares of Invitrogen stock they held on therecord date at the annual meeting. As of the close of businesson the record date, there were 50,011,202 shares of Invitrogencommon stock outstanding and entitled to vote.Stockholders may vote in person or by proxy. Eachholder of shares of Invitrogen common stock is entitled to onevote for each share of stock held on the proposals presented inthis Proxy Statement. Invitrogen s bylawsprovide that a majority of all of the outstanding shares ofstock entitled to vote, whether present in person or representedby proxy, constitutes a quorum for the transaction of businessat the annual meeting.card. If you properly complete andsign the enclosed proxy card and return it as instructed on theproxy card, it will be voted as you direct. If you hold yourshares in your name and you attend the meeting, you may deliveryour completed proxy card in person. If you hold your shares in street name through a brokerage or other nominee,you will need to obtain a proxy card from the institution thatholds your shares.All shares represented by a proxy will be voted,and where a stockholder specifies a choice with respect to anymatter to be acted upon, the shares will be voted in accordancewith the specification so made. If you do not indicate a choiceon the proxy card, the shares will be voted in favor of theelection of the nominees for director contained in this proxystatement, in favor of ratifying Ernst Young LLP asindependent public accountants for the Company for 2003, and inthe discretion of the proxy holders on any other matter thatcomes before the meeting.Once you have given your proxy, you may revoke itat any time prior to the time it is voted, by delivering to theSecretary of Invitrogen at Invitrogen s principal officeseither a written document revoking the proxy or a duly executedproxy with a later date, or it may be revoked by attending themeeting and voting in person. Merely attending the annualmeeting will not, by itself, revoke a proxy.Abstentions and broker non-votes will be countedfor purposes of determining the presence or absence of a quorum. Broker non-votes are shares held by brokers ornominees who are present in person or represented by proxy, butwhich are not voted on a particular matter because instructionshave not been received from the beneficial owner. The effect ofbroker non-votes and abstentions on the specific items to bebrought before the Annual Meeting is discussed under each item.If you vote via the Internet, youshould be aware that there may be costs associated withelectronic access, such as usage charges from Internet accessproviders and telephone companies, for which you will beresponsible.Stockholder. If you hold shares thatare registered in your name directly with EquiServe LP, theCompany s transfer agent, you may vote telephonically bycalling (877) 779-8683. Alternatively, you may vote via theInternet by visiting the following site on the Internet:www.eproxyvote.com/IVGN and following the instructions onyour screen.Firm or Bank. A number of brokeragefirms and banks are participating in a program provided throughADP Investor Communication Services that offers telephone andInternet voting options. This program is different from theprogram provided by EquiServe LP for shares registered in thename of the stockholder. If your shares are held in an accountat a brokerage firm or bank participating in the ADP program,you may vote those shares telephonically by calling thetelephone number referenced on your voting form. Alternatively,you may vote via the Internet by visiting the following site onthe Internet: www.proxyvote.com and following theinstructions on your screen.If you participate in the Invitrogen 401(k)Savings and Investment Plan you may vote the shares ofInvitrogen s common stock in your account as of the recorddate. If you wish to vote those shares, you must complete yourproxy card and return it in the envelope provided byApril21, 2003.If you do not complete and return your proxy cardprior to April21, 2003, Fidelity Management Trust Company,the Plan trustee, will vote the shares in your account. You mayrevoke instructions to the trustee by giving it written noticeof revocation or a later dated written voting instruction byApril21, 2003.The following table sets forth information as ofMarch1, 2003, regarding the beneficial ownership ofInvitrogen s common stock by (i)each person known byus to own beneficially more than five percent of our outstandingcommon stock; (ii)each director and nominee for electionas a director; (iii)each executive officer named in theSummary Compensation Table; and (iv)all directors andexecutive officers as a group. Except as otherwise specified,the named beneficial owner has sole voting and investment powerover the shares listed. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the SEC ), based on factors including voting and investment power with respect to shares. Percentage of beneficial ownership is based on the number of shares of Invitrogen s common stock outstanding as of March1, 2003. Shares of common stock issuable upon conversion of convertible notes, or the exercise of options or warrants currently exercisable, or exercisable within 60days after March1, 2003, are deemed outstanding for the purpose of computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other persons. The address for FMR Corp. is 82 Devonshire Street, Boston, MA 02109. The address for Mr.Turner is P.O. Box 906, Rancho Santa Fe, CA 92067. Consists of 3,078,285shares owned directly by Mr.Turner and 200,000shares Mr.Turner may acquire upon the exercise of stock options. Consists of 1,601shares owned directly by Mr.Glynn, 32,627shares owned by a family trust in which Mr.Glynn has a beneficial interest, and 374,722shares Mr.Glynn may acquire upon the exercise of stock options. Consists of 2,337shares owned directly by Mr.Faulkner and 82,854shares Mr.Faulkner may acquire upon the exercise of stock options. Consists of 1,936shares owned directly by Mr.Winzer, 71,749shares Mr. Winzer may acquire upon the exercise of stock options, and 75shares held of record by the Invitrogen 401(k) Savings and Investment Plan for which Mr.Winzer is the beneficial owner. Consists of 17,216shares owned directly by Mr.McCarty, 52,258shares Mr.McCarty may acquire upon the exercise of stock options, and 68shares held of record by the Invitrogen 401(k) Savings and Investment Plan for which Mr.McCarty is the beneficial owner. Consists of 57,000shares Dr.Short may acquire upon the exercise of stock options and 5,000shares held by Dr.Short s spouse. Consists of 1,580shares owned directly by Mr.Cottingham and 51,748shares Mr.Cottingham may acquire upon the exercise of stock options. Consists of 3,000shares owned by a family trust in which Mr.Grimm has a beneficial interest and 40,000shares Mr.Grimm may acquire upon the exercise of stock options. Consists of 30,000shares Mr.Lorimier may acquire upon the exercise of stock options. Consists of 2,000shares owned directly by Mr.Mercer and 3,333shares that Mr.Mercer may acquire upon the exercise of stock options. Consists of 3,333shares that Mr.Dittamore may acquire upon the exercise of stock options. Consists of 3,333shares that Mr.Iyer may acquire upon the exercise of stock options.Information about Invitrogen s equitycompensation plans at December31, 2002 is as follows(shares in thousands): Consists of the Invitrogen Corporation 1998 Employee Stock Purchase Plan and six stock option plans: the 1995 and 1997 Invitrogen Corporation Stock Option Plans, the 1996 and 1998 NOVEX Stock Option/Stock Issuance Plans, and the Life Technologies 1995 and 1997 Long-Term Incentive Plans. Includes 483,854 shares reserved for issuance under the Invitrogen Corporation 1998 Employee Stock Purchase Plan. All options plans in this plan category, except the 1997 Invitrogen Corporation plan, have been frozen and grants will no longer be made from the frozen plans.Invitrogen has a classified Board of Directorscurrently consisting of two ClassI directors (James R.Glynn and Donald W. Grimm), three ClassII directors(Raymond V. Dittamore, Bradley G. Lorimier and David E. McCarty)and three ClassIII directors (Jay M. Short,Ph.D.,Balakrishnan S. Iyer, and William J. Mercer), who will serveuntil the annual meetings of stockholders to be held in 2003,2004, and 2005, respectively, and until their respectivesuccessors are duly elected and qualified. Directors in a classare elected for a term of three years to succeed the directorsin such class whose terms expire at such annual meeting, or ashorter term to fill a vacancy in another class of directors.Lyle C. Turner resigned from the Board ofDirectors on December31, 2002. The Board subsequentlydecreased the number of director positions to eight.The nominees for election at the 2003 AnnualMeeting of Stockholders to fill two ClassI positions onthe Board of Directors are James R. Glynn and Donald W. Grimm.If elected, the nominees for the ClassI positions willserve as directors until the annual meeting of stockholders in2006, and until their successors are elected and qualified.The following information relates to the nomineeslisted above and to Invitrogen s other directors whoseterms of office will extend beyond the 2003 annual meeting ofstockholders. Chief Executive Officer, President and Chief Operating Officer since January 2003, and has been a Director of Invitrogen since June 1998. Mr.Glynn served as Chief Financial Officer of Invitrogen from June 1998 to June 2002 and as Executive Vice President from June 2002 until December 2002. Mr.Glynn previously served as a Director of Invitrogen from May through November 1995. From July 1995 to May 1997, Mr.Glynn served as Senior Vice President and Chief Financial Officer and from May 1997 to July 1998, Mr.Glynn served as Chief Operating Officer, Chief Financial Officer and Director of Matrix Pharmaceuticals, Inc. Mr.Glynn received his B.B.A. in Accounting from Cleveland State University. Director of Invitrogen since June 1998. He has been a venture partner of Hamilton-Apex, LLC, since August 2001. Since June 1995 he has served as Chairman and President of Strategic Design LLC, a strategic planning and consulting company. Mr.Grimm retired from Eli LillyCompany, a research-based pharmaceutical company, in December 1993 after 23years of service. Mr.Grimm held positions at Eli Lilly as Director of Worldwide Pharmaceutical Pricing, Director of Pharmaceutical Market Research, and Director of Sales, and as CEO of Hybritech, Inc., a wholly-owned subsidiary of Eli Lilly Company. In addition, he has been a director of several private companies. Mr.Grimm received his B.S. in Pharmacy and his M.B.A. from the University of Pittsburgh. Chairman of the Board of Directors of Invitrogen since January1, 2003, Mr.Lorimier has been a director of Invitrogen since November 1998. From March 1994 to June 1997, Mr.Lorimier served as Senior Vice President, Business Development and Director of Human Genome Sciences, Inc., a biotechnology company. He has been a Director of Matrix Pharmaceutical, Inc., from December 1997 to March 2002, as well as several private companies. Mr. Lorimier received his B.S. in Biology from the University of Illinois. Director of Invitrogen since July 2001. Mr. Dittamore is also a Director of QUALCOMM Incorporated, Gen-Probe Incorporated and Applied Molecular Evolution, Inc. In June 2001, Mr.Dittamore retired as a partner of ErnstYoung after 35years of service. He brings to the Board of Directors over three decades of public accounting experience, primarily serving companies in the life sciences industry. Mr.Dittamore received his B.S. from San Diego State University. Director of Invitrogen since August 1999. From August to September 1999, he served as Senior Vice President and in September 1999 he served as Executive Vice President of Invitrogen. From August 1997 to September 1999, Mr.McCarty served as President and Chief Executive Officer of NOVEX. Prior to joining NOVEX, Mr.McCarty was President and Chief Executive Officer of Alexon Biomedical, an immunoassay diagnostic company which he joined in 1990. Mr.McCarty received his B.S. in Chemistry from California State University at Northridge and his M.B.A. from California State University at Long Beach. Director of Invitrogen since July 2001. He is currently Senior Vice President and Chief Financial Officer and is a Director of Conexant Systems, Inc. Mr.Iyer is a director of Skyworks Solutions, Inc. and Overture Services, Inc. Mr.Iyer previously served as Senior Vice President and Chief Financial Officer of VLSI Technology Inc., where he was responsible for all worldwide financial functions, information technology and strategic planning. During his career, he has held a variety of other key management positions, including Finance Director and Group Controller for a $1billion business at Advanced Micro Devices. Mr.Iyer received his B.S. in Mechanical Engineering from the Indian Institute of Technology, Madras and his M.S. in Industrial Engineering from the University of California, Berkeley. Mr.Iyer also received an M.B.A. in Finance from the Wharton School. Director of Invitrogen since July 2001. Mr.Mercer is the Founder and Managing Member of Avocet Ventures, LLC, a private equity investment firm, since February 2000. Prior to his current position, Mr. Mercer was the President, Chief Executive Officer, and Director of ALARIS Medical Systems, Inc., a global leader in drug infusion systems, patient monitoring, and cardiac monitoring from November 1996 to October 1999. Prior to that position, Mr.Mercer was the President, Chief Executive Officer, and Director of IVAC Medical Systems, Inc. from May 1995 to November 1996. Mr. Mercer received his B.S. in Zoology from North Carolina State University, and a certificate of Advanced Management Program from the Harvard Business School. Director of Invitrogen since February 1995. Dr. Short is a founding member of Diversa Corporation, and he has served as Chief Technology Officer and Director of Diversa since its inception in 1994. He assumed the additional roles of President in 1998 and Chief Executive Officer in 1999. Dr.Short received his B.A. in Chemistry from Taylor University and his Ph.D. in Biochemistry from Case Western Reserve University.During the fiscal year ended December31,2002, the Board of Directors held thirteen meetings. Eachdirector serving on the Board of Directors in fiscal year 2002attended at least 75% of the meetings of the Board of Directorsand the Committees on which he served.The Board of Directors has established an AuditCommittee and a Compensation and Organization Committee, and hasadopted written charters for each. The Charter of the AuditCommittee is included as an appendix to this proxy statement.Invitrogen does not have a standing nominating committee, butthe Compensation and Organization Committee is charged withperforming certain functions typically performed by a nominatingcommittee. The Audit Committee consists of Mr.Dittamore,Mr.Iyer, and Mr.Lorimier, and Mr.Dittamoreserves as the Chairman. The Compensation and OrganizationCommittee consists of Mr. Grimm, Mr.Mercer, andDr.Short, and Mr.Grimm serves as the Chairman.Audit Committee s function is to review with ourindependent public accountants and management the annualfinancial statements and independent public accountants opinion, review and maintain direct oversight of the plan, scopeand results of the audit by the independent public accountants,review and approve all professional services performed andrelated fees charged by the independent public accountants,recommend the retention or replacement of the independent publicaccountants to the Board of Directors, and monitor the adequacyof Invitrogen s accounting and financial policies,controls, and reporting systems. During the fiscal year endedDecember31, 2002, the Audit Committee held twelve meetings.The Board of Directors and the Audit Committeebelieve that the Audit Committee s current membercomposition satisfies the rule of the National Association ofSecurities Dealers, Inc. ( NASD ) that governs auditcommittee composition, including the requirement that auditcommittee members all be independent directors asthat term is defined by NASD Rule4200(a)(15), andthe definition of independent under theSarbanes-Oxley Act of 2002.functions of the Compensation and Organization Committee includeproviding guidance to management and assisting the Board ofDirectors in matters relating to the compensation of the ChiefExecutive Officer and senior executives, the organizationalstructure of the Company, and operation of the Board ofDirectors, recruitment of Board members, Invitrogen scompensation and benefits programs, Invitrogen ssuccession, retention and training programs; and such othermatters that have a direct impact on the success of our humanresources. During the year ended December31, 2002, theCompensation and Organization Committee held seven meetings.The Compensation and Organization Committee isresponsible for leading any searches for new Board of Directorcandidates. This committee will consider for inclusion in itsnominations of new Board of Director nominees proposed bystockholders. Any stockholder who wishes to recommend for theCompensation and Organization Committee s consideration aprospective nominee to serve on the Board of Directors may do soby giving the candidate s name and qualifications inwriting to Invitrogen s Secretary at the following address:1600Faraday Avenue, Carlsbad, CA 92008.The following is a copy of the report made by theAudit Committee to the Board of Directors in February 2003. We have reviewed and discussed with management Invitrogen s audited financial statements as of and for the year ended December31, 2002. We have discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No.61, Communications with Audit Committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants. We have received and reviewed the written disclosures and letter from the independent auditors required by Independence Standard No.1, Independence Discussions with Audit Committees, as amended, by the Independence Standards Board, and have discussed with the auditors the auditors independence. We have received and reviewed reports from the independent auditors regarding (1)all critical accounting policies used in connection with the audit of Invitrogen s financial statements as of and for the year ended December31, 2002; (2)all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors; and (3)all other material written communications between the independent auditors and management. Based upon the reviews and discussions referred to above, the Audit Committee recommends to the Board of Directors, that the financial statements referred to above be included in Invitrogen s Annual Report on Form10-K for the year ended December31, 2002, for filing with the Securities and Exchange Commission.On April5, 2002, the Board of Directors ofthe Company, upon the recommendation of its Audit Committee,dismissed Arthur AndersenLLP ( Arthur Andersen )as the Company s independent public accountants and engagedErnst YoungLLP to serve as the Company sindependent public accountants for the fiscal year endingDecember31, 2002.Arthur Andersen s reports on theCompany s consolidated financial statements for each of theyears ended December31, 2001 and 2000 did not contain anadverse opinion or disclaimer of opinion, nor were theyqualified or modified as to uncertainty, audit scope oraccounting principles. In connection with its audits for theCompany s fiscal years ended December31, 2001 and2000, and through April5, 2002, there were nodisagreements between the Company andArthur Andersen on any matter of accountingprinciple or practice, financial statement disclosure, orauditing scope or procedure which, if not resolved to ArthurAndersen s satisfaction, would have caused Arthur Andersento make reference to the subject matter in connection withArthur Andersen s report on the Company s consolidatedfinancial statements for such years and interim period; andthere were no reportable events as defined inItem304(a)(1)(v) of RegulationS-K. The Companyprovided Arthur Andersen with a copy of the foregoingdisclosures. Attached as Exhibit16.1 to the Company sCurrent Report on Form8-K filed with the SEC onApril9, 2002 is a copy of Arthur Andersen s letter,dated April8, 2002, stating its agreement with suchstatements.During the fiscal years ended December31,2001 and 2000, and through April5, 2002, the Company didnot consult Ernst Young with respect to theapplication of accounting principles to a specified transaction,either completed or proposed, or the type of audit opinion thatmight be rendered on the Company s consolidated financialstatements, or any other matters or reportable events listed inItems 304(a)(2)(i) and (ii)of RegulationS-K.The following table sets forth the aggregate feesagreed to by Invitrogen for the annual and statutory audits forthe fiscal year ended December31, 2002, and all other feespaid by Invitrogen during 2002 to its principal accounting firm,Ernst YoungLLP:The Audit Committee has determined that therendering of all non-audit services by Ernst Young,LLP is compatible with maintaining theauditor s independence.The Company entered into an Executive Employmentand Severance Agreement effective December5, 2002, withits current Chief Executive Officer, President and ChiefOperating Officer, James R. Glynn. Under the terms of thisagreement, upon termination of employment he could receive aconsulting fee totaling two times his annual salary plus twotimes an imputed bonus of 35% of his annual salary, andcontinuing health and welfare benefits for two years. Theexecutive would be eligible for this fee and these benefits uponhis separation from the Company under specified circumstancesother than termination for cause. The compensation is contingentupon several conditions, including the executive sremaining available for consulting for two years and executing ageneral release. The consulting fee would be payable over thetwo year consulting period. In addition, the Company agreed toaccelerate the vesting (to the extent notalready vested) of 212,221 stock options, whichbecame effective January29, 2003, and to extend thepost-employment exercise period for such options. The ExecutiveEmployment and Severance Agreement was filed asExhibit10.51 to the Company s Annual Report onForm10-K for 2002, filed with the SEC on March7,2003.In December 2002, the Company entered into aConfidential Separation Agreement and General Release of AllClaims and an Independent Contractor Services Agreement with itsformer Chairman, President, and Chief Executive Officer, Lyle C.Turner. Pursuant to these agreements, the Company paid$1.0million in December 2002, and $1.43million ispayable in four equal quarterly installments during 2003,assuming that all obligations under the agreements aresatisfied. The Company also agreed to continue group healthbenefits for 18months after December31, 2002, andaccelerated the vesting of 200,000stock options andextended the post-employment exercise period for such options.The Confidential Separation Agreement and General Release of AllClaims was filed as Exhibit10.52, and the IndependentContractor Services Agreement was filed as Exhibit10.53,to the Company s Annual Report on Form10-K for 2002,filed with the SEC on March7, 2003.When the Company acquired Life Technologies inSeptember of 2000, C.Eric Winzer, Daryl J. Faulkner andJohn A Cottingham, as members of Life Technologies management,were covered by change-in-control agreements. These agreementsprovided for cash payments and other benefits upon a change incontrol of Life Technologies and other conditions. These formerLife Technologies employees are now executive officers of theCompany. These individuals were entitled to benefits under thechange-in-control agreements, which were collectible uponseparation from the Company. Wishing to retain these individualsand remove a substantial incentive to separate from the Company,the Company offered to exchange the rights under thesechange-in-control agreements for pay to stay contracts with four individuals in the second quarter of 2002.These three individuals and one other employee who was a memberof Life Technologies management, but is not an executive officerof the Company, have relinquished their rights under thechange-in-control agreements in exchange for payments totaling$1.8million, in the aggregate, of which $0.9millionwas paid in October, 2002, and $0.9million that will bepaid in October, 2004, contingent upon continuing employment andother conditions.Invitrogen has entered into indemnificationagreements with each of its executive officers and directorscontaining provisions that may require the Company, among otherthings, to indemnify those officers and directors againstliabilities that may arise by reasons of their status or serviceas officers or directors. The agreements also provide for theCompany to advance to the officers and directors expenses thatthey expect to incur as a result of any proceeding against themas to which they could be indemnified. Invitrogen also intendsto execute such agreements with its future directors andexecutive officers.Prior to July30, 2002, as part of therestructuring of the Company s operations in Maryland, theCompany provided housing loans during 2002 and 2001 to certainemployees, including two of its executive officers, C.EricWinzer and John A. Cottingham, respectively, upon theirrelocation from Maryland to Carlsbad. The loans of$150,000each, are interest free, and the principal amountof the loans will be forgiven in equal one-third incrementsafter the third, fourth, and fifth year of the loans if theexecutive officer s employment has not beenterminated at such times. The loans will also beforgiven if the Company terminates the executive officer semployment without Cause (as defined in the related agreements)on or before the fifth anniversary of the loan or upon the deathor permanent disability of the executive officer. The loans aresecured by the underlying real property purchased by theexecutive officer. The Company is also providing movingexpenses, closing costs, and other relocation costs relating tothese transfers.The Company entered into a Settlement Agreementeffective September9, 2002, with its Senior VicePresident, International Operations, Daryl J. Faulkner. Underthe terms of this agreement, the Company agreed to payMr.Faulkner an aggregate of approximately $157,000 insettlement payments in exchange for a mutual release betweenMr.Faulkner and the Company releasing each other from allclaims arising out of the Company s decision not to provideMr.Faulkner with a relocation loan that was offered toMr.Faulkner as part of his employment terms. Thesettlement payments consist of an initial payment of $6,917.72,monthly payments of $740.13 for a period of 56monthsbeginning on September30, 2002 and three lump sum paymentsfor an aggregate of $108,663.09. If Mr.Faulkner semployment with the Company is terminated for cause, the Companyhas no further obligation to pay any remaining settlementpayments. If Mr.Faulkner s employment with theCompany is terminated for reasons other than cause, the Companywill have to pay some, and in certain instances, all, of theremaining settlement payments.The following table sets forth information forthe fiscal years ended December31, 2002, 2001, and 2000concerning the compensation of the Chief Executive Officer ofInvitrogen and each of the four other most highly compensatedexecutive officers as of December31, 2002, whose totalsalary and bonus for the year ended December31, 2002,exceeded $100,000 for services rendered in all capacities toInvitrogen. Does not include perquisites paid to any of the listed executives that did not exceed the lesser of $50,000 or 10% of the total salary and bonus reported for the officer. Mr.Turner was President and Chief Executive Officer until December5, 2002, and Chief Executive Officer from December5, 2002 until December31, 2002. Mr.Glynn assumed the position of President and Chief Operating Officer of the Company on December5, 2002. Prior to that he served as Executive Vice President and as Chief Financial Officer. Consists of foreign service pay of $35,527 and reimbursement for foreign tax liability of $184,895. Also includes a Relocation Bonus and reimbursement of relocation expenses of $248,568 in connection with Mr.Faulkner s relocation from the U.K. to Carlsbad, California, and a Bonus of $378,200 paid as partial consideration to Mr.Faulkner to terminate his change-in-control agreement with Life Technologies, Inc ( LTI ). Consists of foreign service pay of $24,400 and reimbursement for foreign tax liability of $36,504. Consists of compensation paid by Invitrogen after the acquisition of LTI on September14, 2000. Consists of a one-time retention bonus of $50,000 paid in connection with the change in control of LTI, foreign service pay of $17,764, and a car allowance of $15,000. Consists of the reimbursement of relocation expenses of $4,301 and a Bonus of $163,013 paid as partial consideration to Mr.Cottingham to terminate his change-in-control agreement with LTI. Consists of a one-time retention bonus of $50,000 paid in connection with the change of control of LTI, a car allowance of $4,711, a flexible benefits credit of $619, and the income imputed from long term disability and life insurance payments made on behalf of Mr.Cottingham of $712. Consists of a Relocation Bonus and reimbursement of relocation expenses of $105,954 in connection with Mr.Winzer s relocation from Rockville, Maryland to Carlsbad, California, and a Bonus of $201,188 paid as partial consideration to Mr.Winzer to terminate his change-in- control agreement with LTI. Consists of a one-time retention bonus of $50,000 paid in connection with the change of control of LTI. Consists of a car allowance of $5,170, a flexible benefits credit of $558, and the income imputed from life insurance payments made on behalf of Mr.Winzer of $180.The table below provides information about stockoptions exercised during the year ended December31, 2002and the number and value of options held by the executiveofficers described above at December31, 2002. The closingprice of our common stock on December31, 2002, was $31.29per share.Each of our executive officers is a party to anagreement that provides certain benefits upon a qualifyingtermination of employment after a change of control ofInvitrogen. Each executive officer would be provided withcertain benefits under his or her change-in-control agreementif, within twenty-four months after a change in control, theexecutive officer s employment were involuntary terminated(for reasons other than disability or cause) or if the executiveofficer terminates his or her employment for good reason. Foradditional information regarding contracts with our ExecutiveOfficers, see the section titled Certain Relationships andRelated Party Transactions , beginning on page 13 of thisProxy Statement.Effective January1, 2003, Invitrogen paysits non-employee directors annual compensation as follows. TheChairman of the Board receives annual cash compensation of$100,000. TheChairmen of the Audit Committee and Compensationand Organization Committees each receive annual cashcompensation of $75,000. Members of the Audit Committee and theCompensation and Organization Committee other than the Chairmenreceive annual cash compensation of $62,500, and members of theBoard of Directors who do not sit on the Audit Committee or theCompensation and Organization Committee receive annual cashcompensation of $50,000. Each non-employee director receives thesingle highest compensation for which he is eligible. Employeedirectors do not receive any compensation for theirparticipation on the Board of Directors, and no employeedirector is a member of the Audit Committee or the Compensationand Organization Committee.During the year 2002 each non-employee directorreceived annual cash compensation of $20,000 and the Chairmen ofthe Audit Committee and the Compensation and OrganizationCommittee received an additional retainer of $4,000. SinceNovember19, 1998, directors who are not employees ofInvitrogen receive annual grants of options to purchase 10,000shares of common stock in accordance with the 1997 Stock OptionPlan. Employee directors did not receive any compensation fortheir participation on the Board of Directors, and no employeedirector was a member of the Audit Committee or the Compensationand Organization Committee.There were no interlocks or other relationshipsamong Invitrogen s executive officers and directors thatare required to be disclosed under applicable executivecompensation disclosure requirements.In fiscal 2002, the Compensation and OrganizationCommittee (referred to below as the Committee ) wasresponsible for setting and administering our overallcompensation policies and the annual compensation of the CEO andother executive officers. Invitrogen s executivecompensation is designed to be closely linked to long-termcorporate performance and returns to stockholders. To this end,we have developed an overall compensation strategy and specificcompensation plans that tie a significant portion of executivecompensation to Invitrogen s success in meeting specifiedperformance goals and to appreciation in our stock price overtime. The overall objectives of this strategy are to attract andretain executive talent of the highest quality, to motivatethese executives to achieve the goals inherent in our strategy,to link executive and stockholder interests through equity-basedcompensation and to provide a compensation package thatrecognizes individual contributions as well as overall businessresults.The Committee reviews and determines thecompensation of the officers of the Company who are subject tothe reporting requirements of Section16(a) of theSecurities Exchange Act of 1934, including the individuals namedin the Summary Compensation Table, and reviews the compensationpolicies and pay practices employed with respect to all ofInvitrogen s other executive-level employees. This practiceis designed to ensure consistency throughout the executivecompensation program. The key elements of our executivecompensation program consist of base salary, cash bonuses andstock options. The Committee s policies with respect toeach of these elements, including the bases for the compensationawarded to Mr.Turner in 2002 and Mr.Glynn in 2003,are discussed below.Invitrogen strives to offer salaries to its executive officersthat are competitive in its industry and in its geographicregions for similar positions requiring similar qualifications.In determining executive officers salaries, the Committeeconsiders salary surveys of companies in similar industries, andof similar size and geographic location. Companies selected forsalary comparisons are not necessarily the same companies usedto compare stock performance in the chart under the heading Comparison of Stockholder Return. In addition tocompetitive industry salaries, the Committee also takes intoaccount the subjective assessment of the nature of the position,the contribution and experience of the officer, and the lengthof the officer s service.The Committee evaluates the performance and setsthe salary of our executive officers on an annual basis. In2002, the executive officers were Chief Executive Officer, LyleC. Turner, Executive Vice President (through December4,2002) and President and Chief Operating Officer (afterDecember4, 2002), James R. Glynn, Chief Financial Officer,C. Eric Winzer, Vice President, Corporate Development, John D.Thompson, Senior Vice President, International Operations, DarylJ. Faulkner, Vice President, General Counsel and Secretary, JohnA. Cottingham, President, Cell Culture, Victor N. Nole, Jr.,Vice President, Human Resources, L. James Runchey and VicePresident, Manufacturing, Ann M. McCormick. Performanceevaluations for individual executive officers are based onindividual goals and accomplishments. The goals of executiveofficers are based on their individual managementresponsibilities. In addition to reviewing the results of theperformance of the individuals and information concerningcompetitive salaries, the Committee considers Invitrogen sfinancial condition and performance in evaluating salaryadjustments. The salaries are evaluated by the Committee, witheach member using his personal judgment and subjective factorsto assess performance.Invitrogen seeks to provide additional incentives and rewards toexecutive officers who make contributions of outstanding value.For this reason, we may award incentive compensation which cancomprise a substantial portion of the total compensation ofexecutive officers when earned and paid. Cash bonuses are basedon an evaluation of personal performance and existing salary aswell as a formula-based evaluation of company performance.Options. The Committee believesthat equity ownership provides significant additional incentiveto executive officers to maximize value for Invitrogen sstockholders, and therefore makes periodic grants of stockoptions under the Invitrogen Corporation 1997 Stock Option Planto those officers (as well as other employees). Such options aregranted at the prevailing market price, and will only have valueif our stock price increases over the exercise price. Therefore,the Committee believes that stock options serve to align theinterest of executive officers closely with other stockholdersbecause of the direct benefit executive officers receive throughimproved stock performance.In fiscal year 2002, the Committee madedeterminations concerning the size and frequency of optiongrants for executive officers, after consideration ofrecommendations from the Chief Executive Officer. Option grantswere based upon relative position and responsibilities of eachexecutive officer, historical and expected contributions of eachofficer, and previous option grants to such executive officers.Options were granted with a goal to provide competitive equitycompensation for executive officers compared to executiveofficers of similar rank in companies of our industry,geographic locations, and size. Generally, these option grantsvest over four years. Option grants to executive officers forfiscal year 2002 are set forth in the table entitled Option Grants in Last Fiscal Year inthe section entitled Executive Compensation and OtherMatters. Section162(m) of the Internal Revenue Codeof 1986 and the related regulations of the Internal RevenueService limit the amount of compensation a corporation maydeduct as a business expense paid to any of its Chief ExecutiveOfficer and its four other most highly compensated officers to$1,000,000 each in any year, except to the extent that suchcompensation qualifies as performance based compensation. Although the Committee considers the net cost toInvitrogen in making all compensation decisions (including, forthis purpose, the potential limitation on deductibility ofexecutive compensation), there is no assurance that compensationrealized with respect to any particular award will qualify as performance based compensation or will otherwise betax deductible by Invitrogen. The Committee s policy is toqualify its executive compensation for deductibility underapplicable tax laws as practicable.The Committee believes that linking executivecompensation to individual and company performance results inbetter alignment of compensation with corporate business goalsand stockholder value. As performance goals are met or exceeded,resulting in increased value to stockholders, executives arerewarded commensurately. The Committee believes thatcompensation paid to its executives during 2002, including theChief Executive Officer, reflects Invitrogen s compensationgoals and policy.Section16(a) of the Securities Exchange Actof 1934, as amended, requires our executive officers, directorsand persons who beneficially own more than 10% of Invitrogencommon stock to file initial reports of ownership and reports ofchanges in ownership with the Securities and Exchange Commission( SEC ). SEC regulations require these individuals togive us copies of all Section16(a) forms they file.Based solely on our review of forms that werefurnished to us and written representations from reportingpersons, we believe that the executive officers, directors andmore than 10% stockholders complied with all filing requirementsrelated to Section16(a), except for the following:On December5, 2002, the Board of Directorsgranted James R. Glynn options to purchase 50,000 shares of theCompany s Common Stock in connection with his accepting theposition of President and Chief Operating Officer of theCompany. The Form4 for these options was filed onDecember16, 2002, eleven days after the option grant, butoutside the new two-day reporting requirement enacted under theSarbanes-Oxley Act of 2002.Below is a line graph comparing changes thoughDecember31, 2002, in the cumulative total return onInvitrogen common stock (traded under the symbol IVGN), a broadmarket index, namely the NASDAQ Stock Market-U.S. Index (the NASDAQ Index ) and an industry index, namely theNASDAQ Pharmaceutical Stocks Index (the IndustryIndex ). The NASDAQ Pharmaceutical Stocks Index, apublished industry index, encompasses companies operating underthe same 3-digit Standard Industry Code (SIC)as that ofInvitrogen. The comparison assumes that on February26,1999 (the first day of public trading for our common stock) $100was invested in Invitrogen common stock and in each of theindices and assumes the reinvestment of dividends, whereapplicable.Invitrogen has a classified Board of Directorscurrently consisting of two ClassI directors (James R.Glynn and Donald W. Grimm), three ClassII directors(Raymond V. Dittamore, Bradley G. Lorimier and David E. McCarty)and three ClassIII directors (Balakrishnan S. Iyer,William J. Mercer and Jay M. Short, Ph.D.), who will serve untilthe annual meetings of stockholders to be held in 2003, 2004,and 2005, respectively, and until their respective successorsare duly elected and qualified. Directors in a class are electedfor a term of three years to succeed the directors in such classwhose terms expire at such annual meeting, or a shorter term tofill a vacancy in another class of directors.The nominees for election at the 2003 AnnualMeeting of Stockholders to serve as directors in ClassI ofthe Board of Directors are James R. Glynn and Donald W. Grimm.If elected, these nominees will serve as directors until theannual meeting of stockholders in 2006, and until theirsuccessors are elected and qualified.If a nominee declines to serve or becomesunavailable for any reason, or if a vacancy occurs before theelection, the proxies may be voted for such substitute nomineeas the proxy holders may designate.If a quorum is present, either in person or byproxy, the two nominees for ClassI who receive thegreatest number of votes cast will be elected as Class Idirectors. Abstentions and broker non-votes will be counted forpurposes of determining the presence or absence of a quorum.Neither abstentions nor broker non-votes will have any effectupon the outcome of voting with respect to the election ofdirectors.The Board of Directors has selected Ernst Young LLP as the independent public accountants to audit ourfinancial statements for the fiscal year ended December31,2003. Representatives of Ernst Young LLP are expected tobe present at the annual meeting of stockholders with theopportunity to make a statement if the representatives desire todo so, and are expected to be available to respond toappropriate questions.The affirmative vote of the holders of a majorityof the shares of common stock cast at the meeting is requiredfor adoption of this proposal. Abstentions and broker non-voteswill be counted for purposes of determining the presence orabsence of a quorum. Neither abstentions nor broker non-voteswill have any effect upon the outcome of voting with respect tothe ratification of independent public accountants.business to be properly brought by a stockholder before anannual meeting, notice must be delivered to or mailed by thestockholder and received at Invitrogen not less than120days prior to the anniversary of the date of the prioryear s proxy statement, except if we did not hold an annualmeeting the previous year, or if the date of this year sannual meeting has been changed by more than 30days fromthe date of the previous year s meeting, then the deadlineis a reasonable time before we begin to print and mail our proxymaterials.Meeting. All stockholder proposalsthat are intended to be presented at the 2004 Annual Meeting ofStockholders of the Company must be received by the Company atour offices at 1600Faraday Ave., Carlsbad, California92008, ATTN: Corporate Secretary, no later thanNovember26, 2003, for inclusion in the Board ofDirectors proxy statement and form of proxy relating tothe meeting. Any stockholder who intends to present a proposalat the Company s 2004 Annual Meeting of Stockholderswithout requesting the Company to include such proposal in theCompany s proxy statement must notify the Company no laterthan February9, 2004, of his, her or its intention topresent the proposal. Otherwise, the Company may exercisediscretionary voting with respect to such stockholder proposalpursuant to authority conferred on the Company by proxies to besolicited by the Board of Directors of the Company and deliveredto the Company in connection with the meeting.At the date of this Proxy Statement, the onlybusiness the Board of Directors intends to present or knows thatothers will present at the annual meeting is as set forth above.If any other matter or matters are properly brought before themeeting, or any adjournment thereof, it is the intention of thepersons named in the accompanying form of proxy to vote theproxy on such matters in accordance with their best judgment.The Audit Committee ( Committee ) of the Board ofDirectors ( Board ) reports directly to the Board andassists it in fulfilling its oversight responsibilities tostockholders, potential stockholders, the investment community,and others related to (i)the integrity of theCompany s financial statements; the financial reportingprocess; the systems of internal accounting and financialcontrols, (ii)the performance of the Company sinternal audit function and independent auditors; (iii)theindependent auditor s qualifications and independence; and(iv)the Company s compliance with ethics policies andlegal and regulatory requirements. In so doing, it is theresponsibility of the Committee to maintain free and opencommunication between the Committee, independent auditors, theinternal auditors, and management of the Company.In discharging its oversight role, the Committee is empowered toinvestigate any matter brought to its attention with full accessto all books, records, facilities, and personnel of the Companyand authority to engage independent counsel and other advisorsas it determines necessary to carry out its duties.MembershipNumber of Members/ Independence. The Committeeshall consist of three or more Board members who are independentof management and the Company and are free of any relationshipthat, in the opinion of the Board of Directors, would interferewith their exercise of independent judgment as a Committeemember.Financial Literacy. All members of the Committeeshall be financially literate, and at least one member of theCommittee shall be a financial expert, as defined bySEC regulations. Committee members may enhance their familiaritywith finance and accounting by participating in educationalprograms conducted by the Company or an outside consultant.Members of the Committee shall be appointed and removed at thediscretion of the Board.MeetingsTiming of Meetings/ Procedures. TheCommittee s regular meetings shall coincide with theregular quarterly meetings of the Board. The business of theCommittee shall be conducted at its regular meetings, at specialmeetings or by unanimous written consent.

A-1Special meetings may be called by any Committee member or by theChairman of the Board. Adequate notice of the place, date, andtime of each special meeting of the Committee shall be given inaccordance with such policies and procedures adopted by theCommittee from time to time.Meetings with Management and Auditors. TheCommittee shall meet separately periodically with management,the internal auditors, and the independent auditors to discussissues and concerns warranting Committee attention. TheCommittee shall provide sufficient opportunity for the internalauditors and the independent auditors to meet privately with themembers of the Committee. The Committee shall review with theindependent auditor any audit problems or difficulties andmanagement s response.Records and ReportsThe Committee, with the assistance of the Corporate Secretary,shall maintain a record of the Committee s actions. TheCommittee shall report to the Board of Directors on any matterthat the Committee deems necessary or desirable for the Board tocarry out its duties.Duties and ResponsibilitiesWhile the Committee has the responsibilities and powers setforth in this Charter, it is not the duty of the Committee toplan or conduct audits or to determine that the Company sfinancial statements are complete and accurate and are inaccordance with generally accepted accounting principles.Management is responsible for the preparation, presentation, andintegrity of the Company s financial statements and for theappropriateness of the accounting principles and reportingpolicies that are used by the Company. The independent auditorsare responsible for auditing the Company s financialstatements and for reviewing the Company s unauditedinterim financial statements.The Committee, in carrying out its responsibilities, believesits policies and procedures should remain flexible, so that itcan most effectively react to changing conditions andcircumstances. The Committee should take appropriate actions toset the overall corporate tone for high qualityfinancial reporting, sound business risk practices, and ethicalbehavior.The following shall be the principal duties and responsibilitiesof the Committee. These are set forth as a guide with theunderstanding that the Committee may supplement them asappropriate.of Independent Auditors. The Committee shall be directlyresponsible for the appointment and termination (subject, ifapplicable, to shareholder ratification), compensation, andoversight of the work of the independent auditors,

A-2including resolution of disagreements between management and theauditor regarding financial reporting. The Committee shallpreapprove all audit and non-audit services provided by theindependent auditors and shall not engage the independentauditors to perform the specific non-audit services proscribedby law or regulation. The Committee may delegate pre-approvalauthority to a member of the audit Committee. The decisions ofany audit Committee member to whom pre-approval authority isdelegated must be presented to the full audit Committee at itsnext scheduled meeting.Report from Auditors. At least annually, the Committee shallobtain and review a report by the independent auditorsdescribing: 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 preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues. All relationships between the independent auditor and the Company (to assess the auditor s independence).clear hiring policies for employees or former employees of theindependent auditors that meet the SEC regulations and NASDAQlisting standards;b.Receiveregular reports from the independent auditor on the criticalpolicies and practices of the Company, and all alternativetreatments of financial information within generally acceptedaccounting principles that have been discussed with management;c.Review,assess and report to the Board on the annual performance of theIndependent Auditor and the Chief Financial Officer;d.Reviewany proposed discharge of outside auditors or the ChiefFinancial Officer; ande.Reportto the Board the results of the external audit, the auditedfinancial statements, the auditor s management letter, andmanagement s response.

A-3In accordance with its oversight responsibilities relating tolegal and regulatory compliance, the Committee shall take thefollowing actions.

1.InternalControls

a.TheCommittee shall discuss with management, the internal auditors,and the independent auditors the adequacy and effectiveness ofthe accounting and financial controls, including theCompany s policies and procedures to assess, monitor, andmanage business risk.

b.TheCommittee shall review management s assertion on itsassessment of the effectiveness of internal controls as of theend of the most recent fiscal year and the independentauditors report on management s assertion.

2.ReportingSystems. The Committee shall:

a.Assurethat the Company has the information, reporting systems,procedures, policies and controls in place to promote complianceby employees, management, and the Board, with laws, regulations,and the Company s Code of Conduct and monitor the operationof those systems, procedures and policies;

b.Establishprocedures for the receipt, retention, and treatment ofcomplaints received by the Company regarding accounting,internal accounting controls, auditing matters, and mattersrelating to the Code of Conduct, and the confidential, anonymoussubmission by employees of concerns regarding such matters;

c.Receivecorporate attorneys reports of evidence of a materialviolation of securities laws or breaches of fiduciary duty;

3.Investigations.The Committee shall promptly investigate and address concerns orcompliance failures raised by internal reporting or complianceprocedures or by the Independent Auditor.

4.Approvalof Related Party Transactions. The Committee shall reviewand approve all related-party transactions. (For these purposes,a related party is one who can exercise control orsignificant influence over another party, to the extent that oneof the parties may be prevented from pursuing its own separateinterests.)The Committee shall review the interim financial statements anddisclosures under Management s Discussion and Analysis ofFinancial Condition and Results of Operations with managementand the independent auditors prior to the filing of theCompany s Quarterly Report on Form10-Q, and make arecommendation

A-4to the Board regarding the inclusion of such statements anddisclosures in such Report and any related press release. Also,the Committee shall discuss the results of the quarterly reviewand any other matters required to be communicated to theCommittee by the independent auditors under generally acceptedauditing standards.The Committee shall review with management and the independentauditors the financial statements and disclosures underManagement s Discussion and Analysis of Financial Conditionand Results of Operations to be included in the Company sAnnual Report on Form10-K (or the annual report toshareholders if distributed prior to the filing ofForm10-K), including their judgment about the quality, notjust the acceptability, of accounting principles, thereasonableness of significant judgments, and the clarity of thedisclosures in the financial statements, and shall make arecommendation to the Board regarding the inclusion of suchstatements and disclosures in such Report and any related pressrelease. Also, the Committee shall discuss the results of theannual audit and any other matters required to be communicatedto the Committee by the independent auditors under generallyaccepted auditing standards.

3.Reportfor Proxy Statement. The Committee shall prepare its reportto be included in the Company s annual proxy statement, asrequired by SEC regulations.

4.EarningsPress Releases. The committee shall review and discussearnings press releases, as well as financial information andearnings guidance provided to analysts and rating agencies.The Committee shall review and reassess the adequacy of thisCharter annually and recommend any proposed changes to the Boardfor approval.

2.CommitteePerformance. The Committee shall perform an evaluation ofits performance at least annually to determine whether it isfunctioning effectively.

A-5 THIS PROXY IS SOLICITED BY THEBOARD OF DIRECTORSFOR THE ANNUAL MEETING OF THE STOCKHOLDERS TOBE HELD ON APRIL23, 2003 C. Eric Winzer, and John A. Cottingham, andeach of them acting without the other, as the true and lawfulattorneys, agents and proxies of the undersigned, with full power ofsubstitution, are hereby authorized to represent and to vote asdesignated below, all shares of Common Stock of InvitrogenCorporation (the Company ) held of record by the undersignedon February28, 2003, at the Annual Meeting of Stockholders tobe held at 9:00a.m., local time, on Wednesday, April23,2003, at 5781 Van Allen Way, Carlsbad, California 92008, or at any adjournmentthereof. Any and all proxies heretofore given are herebyrevoked.

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BEVOTED FOR PROPOSALS1 AND 2. PLEASE VOTE, DATE AND SIGNTHIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSEDENVELOPE.towww.eproxyvote.com/ivgn.2.Enter your Voter Control Number listed aboveand follow theeasy steps outlined on the securedwebsite.1.Calltoll-free1-877-PRX-VOTE (1-877-779-8683)2.Enter your Voter Control Number listed aboveand follow theeasy recorded instructions.DIRECTORS.Nominees: (01) James R. Glynnand (02) Donald W. Grimm for three-year terms.2. RATIFICATION OF THE APPOINTMENT OF ERNST YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR2003.Discretionary authority ishereby granted with respect to such other matters as may properlycome before the Annual Meeting. Mark box at right if anaddress change or comment has been noted on the reverse side of thiscard.Important: Each joint owner shallsign. Executors, administrators, trustees, etc. should give fulltitle. The above signed acknowledgesreceipt of the Notice of Annual Meeting of Stockholders and the ProxyStatement furnished therewith.