SHAREHOLDER PROPOSALS

Submission of Shareholder Proposals for Inclusion in the Proxy Statement. For a shareholder proposal to be considered for inclusion in our proxy statement for the annual meeting of shareholders next year, the written proposal must be received by our Corporate Secretary at our principal executive offices no later than February 7, 2005. If the date of next year’s annual meeting is moved more than 30 days before or after the anniversary date of this year’s annual meeting, the deadline for inclusion of proposals in our proxy statement is instead a reasonable time before we begin to print and mail our proxy materials. Since we anticipate holding our 2005 annual meeting of shareholders on May 10, 2005, which is more than 30 days prior to the anniversary date of this year’s annual meeting, we are also setting February 7, 2005 as the deadline for inclusion of proposals for a meeting on May 10, 2005. Proposals should be addressed to: Corporate Secretary, Shurgard Storage Centers, Inc., 1155 Valley Street, P.O. Box 900933, Seattle, Washington 98109.

Advance Notice Procedures for Director Nominations and Other Business. Shareholders who intend to nominate persons for election to the Board or to present a proposal at the 2005 annual meeting of shareholders without inclusion of the proposal in our proxy materials must provide advance written notice of such nomination or proposal in the manner required by Shurgard’s Bylaws. Notice of nominations, complying with Section 4.3.1 of the Bylaws, must be delivered to our Corporate Secretary at our principal executive offices no earlier than February 9, 2005 and no later than March 11, 2005. Notice of other business, complying with Section 3.5.1 of our bylaws, must be delivered to our Corporate Secretary at our principal executive offices no later than March 11, 2005. If the date of the 2005 annual meeting of shareholders is moved to a date other than the second Tuesday in May and if less than 60 days’ notice or public disclosure of the date of the 2005 annual meeting of

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shareholders is given, then notice must be received not later than the close of business on the tenth day following the date on which notice of such meeting is first mailed to shareholders or such public disclosure was made. Any shareholder notice shall set forth (i) the name and address of the shareholder making the proposal; (ii) a representation that the shareholder is entitled to vote at the annual meeting and a statement of the number of shares of Shurgard stock which are beneficially owned by the shareholder; (iii) a representation that the shareholder intends to appear in person or by proxy at the annual meeting to propose such business; and (iv) as to each matter the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the annual meeting, the language of the proposal, and any material interest of the shareholder in presenting the proposal.

Nomination of Director Candidates. You may propose director candidates for consideration by the Board’s Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for Board membership and should be directed to our Corporate Secretary at the address of our principal executive offices set forth above. In addition, our bylaws permit shareholders to nominate directors for election at an annual shareholders meeting in accordance with the procedures described above.

Shurgard reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

Copy of Bylaw Provisions. You may contact our Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates. Our bylaws also are available on our web site at http://investorrelations.shurgard.com.

ANNUAL REPORT

We have mailed each shareholder a copy of our 2003 Annual Report. You can request additional copies without charge by writing or calling our Investor Relations Department at (800) 947-8673. The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement and/or annual report addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies. A single annual report and proxy statement will be delivered to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the affected shareholders. If, at any time, you wish to receive a separate copy of this proxy statement and/or the accompanying annual report or you wish to discontinue “householding” and arrange to receive a separate annual report and proxy statement in the future, please direct your written request to Shurgard Storage Centers, Inc., 1155 Valley Street, Suite 400, P.O. Box 900933, Seattle, WA 98109-9624, Attention: Investor Relations, or contact our Investor Relations Department by telephone at (800) 947-8673. Shareholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should also contact our Investor Relations Department.

By Order of the Board of Directors,

Christine M. McKay

Secretary

Seattle, Washington

June 7, 2004

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Appendix A

2004 Long-Term Incentive Plan

SECTION 1    Purpose

The purpose of the Shurgard Storage Centers, Inc. 2004 Long-Term Incentive Plan (the “Plan”) is to enhance the long-term profitability and shareholder value of Shurgard Storage Centers, Inc., a Washington corporation (the “Company”), by offering incentives to those employees, officers, directors, consultants and agents of the Company and its Subsidiaries (as defined in Section 2.27 below) who are key to the Company’s growth and success, and to encourage them to remain in the service of the Company and its Subsidiaries and to acquire and maintain stock ownership in the Company.

SECTION 2    Definitions

For purposes of the Plan, the following terms shall be defined as set forth below:

2.1    Award

“Award” means an award or grant made to a Participant pursuant to the Plan, including, without limitation, awards or grants of Options, Restricted Stock Awards, Performance Awards, Stock Unit Awards, Dividend Equivalent Rights or any combination of the foregoing.

2.2    Board

“Board” means the Board of Directors of the Company.

2.3    Cause

“Cause” means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Plan Administrator, whose determination shall be conclusive and binding.

2.4    Code

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.5    Common Stock

“Common Stock” means the Class A Common Stock, par value $.001 per share, of the Company.

2.6    Corporate Transaction

“Corporate Transaction” means any of the following events:

(a) Consummation of any merger to which the Company is party where (i) the Company is not the surviving corporation, or (ii) the Company is the surviving corporation, but the holders of Common Stock immediately prior to the merger do not directly or indirectly have immediately after the merger substantially the same proportionate beneficial ownership of common stock of the surviving corporation;

(b) Any sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all the Company’s assets other than a transfer of the Company’s assets to a majority-owned subsidiary (as the term “subsidiary” is defined in Section 8.3) of the Company; or

(c) Approval by the holders of the Common Stock of any plan or proposal for the liquidation or dissolution of the Company.

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2.7    Disability

“Disability” means (a) in the case of a Participant who is an employee of the Company or a Subsidiary covered by the Company’s Long-Term Disability Plan or other similar successor plan applicable to salaried employees of the Company or the Subsidiary, “disability” as that term is defined for purposes of that plan, or (b) in the case of any other Participant, termination of the Participant’s employment or service with the Company or a Subsidiary under circumstances that the Plan Administrator determines to be “Disability” for purposes of the Plan.

2.8    Dividend Equivalent Right

“Dividend Equivalent Right” means a right, granted to a Participant under Section 12, to receive cash, shares of Common Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Common Stock.

2.9    Early Retirement

“Early Retirement” means any retirement of a Participant that does not constitute Retirement and that the Plan Administrator determines constitutes “Early Retirement” for purposes of the Plan.

2.10    Effective Date

“Effective Date” has the meaning set forth in Section 20.

2.11    Exchange Act

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.12    Fair Market Value

“Fair Market Value” on a particular date means (a) if the Common Stock is then listed on the New York Stock Exchange, the closing price of the Common Stock as reported in The Wall Street Journal for the New York Stock Exchange—Composite Transactions (or similar successor consolidated transactions reports) for that date or, if no sales of Common Stock were made on the New York Stock Exchange on that date, the closing price of a share of Common Stock as reported for the next preceding day on which sales of Common Stock were made on the New York Stock Exchange, or (b) if the Common Stock is not then listed on the New York Stock Exchange, the fair market value of a share of Common Stock as determined by the Plan Administrator using such methods or procedures as it may establish.

2.13    Good Reason

“Good Reason” means the occurrence of any of the following events or conditions with respect to a Participant:

(a) a change in the Participant’s status, title, position or responsibilities (including reporting responsibilities) with the Company or one of its Subsidiaries that represents a substantial reduction of the status, title, position or responsibilities as in effect immediately prior thereto; the assignment to the Participant of any duties or responsibilities that are inconsistent with such status, title, position or responsibilities; or any removal of the Participant from or failure to reappoint or reelect the Participant to such position, except in connection with the termination of the Participant’s employment for Cause or Disability or as a result of his or her death, or by the Participant other than for Good Reason;

(b) a reduction in the Participant’s annual base salary, unless such reduction is part of a reduction in salary applicable to substantially all or certain classes of employees of the Company or a Subsidiary;

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(c) the Company’s or a Subsidiary’s requiring the Participant (without the Participant’s consent) to be based at any place outside a 35-mile radius of his or her place of employment prior to a Corporate Transaction, except for reasonably required travel on the Company’s or the Subsidiary’s business that is not materially greater than such travel requirements prior to the Corporate Transaction;

(d) the Company’s or a Subsidiary’s failure to (i) continue in effect any material compensation or benefit plan (or the substantial equivalent thereof) in which the Participant was participating at the time of a Corporate Transaction, including, but not limited to, the Plan, or (ii) provide the Participant with compensation and benefits at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each employee benefit plan, program and practice as in effect immediately prior to the Corporate Transaction (or as in effect following the Corporate Transaction, if greater), unless such reduction in benefits as set forth in clauses (i) and (ii) above is part of a reduction in benefits applicable to substantially all or certain classes of employees of the Company or a Subsidiary; or

(e) any material breach by the Company of any provision of the Plan.

2.14    Grant Date

“Grant Date” means the date designated in a resolution of the Plan Administrator as the date an Award is granted. If the Plan Administrator does not designate a Grant Date in the resolution, the Grant Date shall be the date the Plan Administrator completes the corporate action relating to the grant of an Award and all conditions precedent to the grant have been satisfied; provided, however, that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.

2.15    Holder

“Holder” means, as the context requires (a) the Participant to whom an Award is granted, (b) in the event of the Participant’s death, the personal representative of the Participant’s estate or the person or persons to whom the Participant’s rights under the Award have passed by will or by the applicable laws of descent and distribution, or (c) the person or persons to whom an Award has been transferred in accordance with Section 14.

2.16    Incentive Stock Option

“Incentive Stock Option” means an option to purchase Common Stock granted under Section 7 with the intention that it qualify as an “incentive stock option” as that term is defined in Section 422 of the Code.

2.17    Nonqualified Stock Option

“Nonqualified Stock Option” means an option to purchase Common Stock granted under Section 7 that is not an Incentive Stock Option.

2.18    Option

“Option” means an Incentive Stock Option or a Nonqualified Stock Option.

2.19    Option Term

“Option Term” shall have the meaning set forth in Section 7.3.

2.20    Participant

“Participant” means an individual who is granted an Award or, as the context may require, any subsequent Holder of the Award.

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2.21    Performance Award

“Performance Award” means an Award granted under Section 10 the payout of which is subject to achievement through a performance period of performance goals prescribed by the Plan Administrator.

2.22    Plan Administrator

“Plan Administrator” means any committee of the Board designated to administer the Plan or any person or persons to whom the Board has delegated authority to administer the Plan under Section 3.1.

2.23    Restricted Stock

“Restricted Stock” means any shares of Common Stock issued pursuant to a Restricted Stock Award.

2.24    Restricted Stock Award

“Restricted Stock Award” means an Award of Restricted Stock under Section 9.

2.25    Retirement

“Retirement” means (a) in the case of a Participant who is an employee of the Company or a Subsidiary covered by the Shurgard Employees Retirement Savings Plan or other similar successor plan applicable to salaried employees of the Company or the Subsidiary, retirement as of the Participant’s normal retirement date under that plan, or (b) in the case of any other Participant, termination of the Participant’s employment or service with the Company or a Subsidiary under circumstances that the Plan Administrator determines to be “Retirement” for purposes of the Plan.

2.26    Stock Unit Award

“Stock Unit Award” means an Award granted under Section 11.

2.27    Subsidiary

“Subsidiary,” except as expressly provided otherwise in Section 8.3 in connection with Incentive Stock Options, means any entity that is directly, or indirectly controlled by the Company or in which the Company has a significant ownership interest, as determined by the Plan Administrator, and any entity that may become a direct or indirect parent of the Company.

2.28    Successor Corporation

“Successor Corporation” shall have the meaning set forth in Section 15.2.

2.29    Termination Date

“Termination Date” shall have the meaning set forth in Section 7.6(a).

SECTION 3    Administration

3.1    Plan Administrator

The Plan shall be administered by the Compensation Committee of the Board, except to the extent the Board appoints another committee or committees (which term includes subcommittees) consisting of one or more members of the Board to administer the Plan. The Board may delegate the responsibility for administering the

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Plan with respect to designated classes of eligible Participants to different committees, subject to such limitations as the Board deems appropriate. Committee members shall serve for such terms as the Board may determine, subject to removal by the Board at any time.

3.2    Administration and Interpretation by the Plan Administrator

Except for the terms and conditions explicitly set forth in the Plan, the Plan Administrator shall have exclusive authority, in its discretion, to determine all matters relating to Awards under the Plan, including the selection of individuals to be granted Awards, the type of Awards, the number of shares of Common Stock subject to an Award, all terms, conditions, restrictions and limitations, if any, of an Award and the terms of any instrument that evidences the Award. The Plan Administrator shall also have exclusive authority to interpret the Plan and may from time to time adopt, and change, rules and regulations of general application for the Plan’s administration. The Plan Administrator’s interpretation of the Plan and its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusive and binding on all parties involved or affected. The Plan Administrator may delegate administrative duties to such of the Company’s officers as it so determines.

3.3    Exchange Act Section 16(b)

The Board shall consider, in selecting the members of any committee responsible for administering the Plan, and the Plan Administrator shall consider, in administering the Plan, the Company’s intent that such committee be selected and that the Plan be administered in a manner so that the grant of Awards and all other transactions in connection with the Plan shall, to the extent possible, be exempt from the operation of Section 16(b) of the Exchange Act.

SECTION 4    Stock Subject to the Plan

4.1    Authorized Number of Shares

Subject to adjustment from time to time as provided in Section 15.1, a maximum of 3,500,000 shares of Common Stock shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares.

4.2    Limitations

Subject to adjustment as provided in Section 15.1, not more than an aggregate of 750,000 shares of Common Stock shall be available for issuance under the Plan pursuant to grants of Awards other than Options.

4.3    Reuse of Shares

Any shares of Common Stock made subject to an Award that cease to be subject to that Award (other than by reason of exercise or payment of the Award to the extent it is exercised for, or settled in, vested and nonforfeitable shares), including, without limitation, in connection with the expiration, surrender, cancellation or termination of the Award, shall again be available for issuance in connection with future grants of Awards under the Plan. If any payment required in connection with the exercise of an Option or other Award granted under the Plan, whether on account of the exercise price for such Option or Award or the satisfaction of withholding tax liabilities arising from such Option or Award, is satisfied through the tendering of shares of Common Stock (either by actual tender or by attestation) or by the withholding of shares of Common Stock, only the number of shares of Common Stock issued by the Company, net of the Shares tendered or withheld, shall be counted for purposes of determining the maximum number of shares of Common Stock available for issuance under the Plan. Shares of Common Stock that are subject to tandem Awards shall be counted only once. Notwithstanding the foregoing, for any Awards to which Section 17 of the Plan is applicable, shares shall be counted to the extent possible so that compensation realized by Participants in connection with such Awards will not constitute “applicable employee remuneration” for purposes of Section 162(m) of the Code.

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SECTION 5    Eligibility

Awards may be granted under the Plan to those officers, directors and employees of the Company and its Subsidiaries as the Plan Administrator from time to time selects. Awards may also be granted to consultants and agents who provide services to the Company and its Subsidiaries; provided, however, that such persons render bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction and that do not directly or indirectly promote or maintain a market for the Company’s securities.

SECTION 6    Awards

6.1    Form and Grant of Awards

The Plan Administrator shall have the authority, in its sole discretion, to determine the type or types of Awards to be made under the Plan. Awards may be granted singly, in combination or in tandem so that the settlement or payment of one automatically reduces or cancels the other. Awards may also be made in combination or in tandem with, as alternatives to, or as the payment form for, grants or rights under any other employee or compensation plan of the Company. The terms, conditions and restrictions applicable to Awards need not be the same with respect to each recipient.

6.2    Settlement of Awards

The Plan Administrator may permit or require the deferral of any Award payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred stock equivalents. The Plan Administrator may at any time offer to buy out, for a payment in cash or Common Stock, an Award previously granted, based on such terms and conditions as the Plan Administrator shall establish and communicate to the Participant at the time such offer is made.

6.3    Acquired Company Awards

Notwithstanding anything in the Plan to the contrary, the Plan Administrator may grant Awards under the Plan in substitution for awards issued under other plans, or assume under the Plan awards issued under other plans, if the other plans are or were plans of other entities (“Acquired Entities”) (or the parent of the Acquired Entity) and the new Awards are substituted, or the old awards are assumed, by reason of a merger, acquisition of property or stock, reorganization or liquidation (the “Acquisition Transaction”). In the event that a written agreement pursuant to which the Acquisition Transaction is completed is approved by the Board and said agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, said terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator, except as may be required so that the new Awards so substituted, or the old awards so assumed, and all other transactions in connection therewith shall, to the extent possible, be exempt from the operation of Section 16(b) of the Exchange Act, and the persons holding such Awards shall be deemed to be Participants and Holders.

SECTION 7    Awards of Options

7.1    Grant of Options

The Plan Administrator is authorized under the Plan, in its sole discretion, to issue Options as Incentive Stock Options or as Nonqualified Stock Options, which shall be appropriately designated.

7.2    Option Exercise Price

The exercise price for shares purchased under an Option shall be as determined by the Plan Administrator, but shall not be less than 100% of the Fair Market Value of the Common Stock on the Grant Date with respect to the Option. For Incentive Stock Options granted to a more than 10% shareholder, the Option exercise price shall be as specified in Section 8.2.

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7.3    Term of Options

The term of each Option (the “Option Term”) shall be as established by the Plan Administrator; provided, however, that the Option Term shall in no event be greater than 10 years from the Grant Date. If the Option Term is not so established by the Plan Administrator, it shall be 10 years from the Grant Date. For Incentive Stock Options, the maximum Option Term shall be as specified in Sections 8.2.

7.4    Exercise of Options

The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, which provisions may be waived or modified by the Plan Administrator at any time; provided, however, that the period for full vesting of an Option shall be no less than four years in the aggregate, with such interim vesting as may be determined by the Plan Administrator and set forth in the instrument that evidences the Award. To the extent that the right to purchase shares has accrued thereunder, an Option may be exercised from time to time by written notice to the Company, in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to which the Option is being exercised and accompanied by payment in full as described in Section 7.5. In no case may an Option be exercised as to less than 100 shares at any one time (or the lesser number of remaining shares covered by the Option). No Option shall contain a “reload” feature automatically entitling the Holder to receive an additional Option upon exercise of the original Option.

7.5    Payment of Exercise Price

The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid in cash, except that the Plan Administrator may, either at the time the Option is granted or at any time before it is exercised and subject to such limitations as the Plan Administrator may determine, authorize payment in any combination of

(a) cash or check;

(b) tendering (either actually or by attestation) shares of Common Stock already owned by the Holder for at least six months (or any shorter period necessary to avoid a charge to the Company’s earnings for financial reporting purposes) having a Fair Market Value on the day prior to the exercise date equal to the aggregate Option exercise price;

(c) delivery of a full-recourse promissory note authorized pursuant to Section 13;

(d) delivery of a properly executed exercise notice, together with irrevocable instructions, to (i) a brokerage firm designated by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise and (ii) the Company to deliver the certificates for such purchased shares directly to such brokerage firm, all in accordance with the regulations of the Federal Reserve Board; or

(e) such other consideration as the Plan Administrator may permit.

7.6    Post-Termination Exercises

The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option will continue to be exercisable, and the terms and conditions of such exercise, if a Participant ceases to be employed by, or to provide services to, the Company or its Subsidiaries, which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time:

(a) Any portion of an Option that is not vested and exercisable on the date of termination of the Participant’s employment or service relationship (the “Termination Date”) shall expire on such date.

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(b) Any portion of an Option that is vested and exercisable on the Termination Date shall expire on the earliest to occur of

(i) the last day of the Option Term;

(ii) if the Participant’s Termination Date occurs for reasons other than Cause, Retirement, Early Retirement at the Company’s request, Disability or death, the three-month anniversary of such Termination Date; and

(iii) if the Participant’s Termination Date occurs by reason of Retirement, Early Retirement at the Company’ request, Disability or death, the three-year anniversary of such Termination Date.

Notwithstanding the foregoing, if the Participant dies after the Termination Date while the Option is otherwise exercisable, the portion of the Option that is vested and exercisable on such Termination Date shall expire on the earlier to occur of (y) the last day of the Option Term and (z) the longer of the first anniversary of the date of death and the post-termination exercise period otherwise applicable, unless the Plan Administrator determines otherwise. Also, notwithstanding the foregoing, in case of termination of the Participant’s employment or services for Cause, the Option shall automatically terminate on first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant’s employment or services with the Company are suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Option likewise shall be suspended during the period of investigation. A transfer of employment or services between or among the Company and its Subsidiaries shall not be considered a termination of employment or services. Unless otherwise determined by the Plan Administrator in its sole discretion, for purposes of the Plan, a Participant shall be considered to have terminated employment or services if his or her employer ceases to be a Subsidiary, even if he or she continues to be employed by or render services to such employer. Unless the Plan Administrator determines otherwise, a leave of absence approved in accordance with Company procedures shall not be considered a termination of employment or services, except that, with respect to Incentive Stock Options, such leave of absence shall be subject to any requirements of Section 422 of the Code.

SECTION 8    Incentive Stock Option Limitations

To the extent required by Section 422 of the Code, Incentive Stock Options shall be subject to the following additional terms and conditions:

8.1    Dollar Limitation

To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time during any calendar year (under the Plan and all other stock option plans of the Company) exceeds $100,000 (or, if different, the maximum limitation in effect at the Grant Date under Section 422 of the Code), such portion in excess of $100,000 (or other maximum limitation) shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such Options are granted.

8.2    More than 10% Shareholders

If a Participant owns more than 10% of the total voting power of all classes of the Company’s stock, then the exercise price per share of an Incentive Stock Option shall not be less than 110% of the Fair Market Value of the Common Stock on the Grant Date and the Option term shall not exceed five years. The determination of 10% ownership shall be made in accordance with Section 422 of the Code.

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8.3    Eligible Employees

Individuals who are not employees of the Company or one of its parent corporations or subsidiary corporations may not be granted Incentive Stock Options. For purposes of this Section 8.3, “parent corporation” and “subsidiary corporation” shall have the meanings attributed to those terms for purposes of Section 422 of the Code.

8.4    Exercisability

An Option designated as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option and shall be treated as a Nonqualified Stock Option to the extent it is exercised (if permitted by the terms of the Option) (a) more than three months after the Termination Date for reasons other than Disability or death, (b) more than one year after the Termination Date by reason of Disability, or (c) after the Participant has been on leave of absence for more than 90 days, unless the Participant’s reemployment rights are guaranteed by statute or contract.

SECTION 9    Restricted Stock Awards

9.1    Terms of Restricted Stock

The Plan Administrator is authorized to make Awards of Common Stock to Participants on such terms and conditions and subject to such restrictions, if any, as the Plan Administrator shall determine, which restrictions shall be set forth in the instrument evidencing the Award and may be based on continuous service with the Company or a Subsidiary or performance goals related to profits, profit growth, profit-related return ratios, cash flow, total return to shareholders, funds from operations, customer service, employee satisfaction or performance against budget, whether applicable to the Company or any relevant Subsidiary or business unit, comparisons with competitor companies or groups and with stock market indices, or any combination thereof, all as the Plan Administrator shall determine. If the restrictions applicable to Restricted Stock are based solely on a Participant’s continued employment or service with the Company or a Subsidiary, the period of such restrictions shall, except as otherwise determined by the Plan Administrator and set forth in the instrument that evidences the Award, be no less than four years in the aggregate, with such interim vesting as may be determined by the Plan Administrator and set forth in the instrument that evidences the Award. Restricted Stock may be issued for no cash consideration or for such minimum consideration as may be required by applicable law. Except as otherwise determined by the Plan Administrator and set forth in the instrument evidencing the Restricted Stock Award, upon the Participant’s termination of employment or service with the Company or a Subsidiary for any reason, all shares of Restricted Stock with respect to which any terms, conditions or restrictions have not been satisfied shall be forfeited by the Participant and reacquired by the Company without consideration.

9.2    Issuance of Shares

Any Restricted Stock awarded hereunder may be evidenced in such manner as the Plan Administrator, in its sole discretion, shall deem appropriate, including, without limitation, book entry registration or issuance of a stock certificate or certificates. The Participant (or any other Holder of the Restricted Stock) may sell, transfer, pledge or assign the shares of Restricted Stock only to the extent the terms, conditions and restrictions applicable to such shares have been satisfied or the Plan Administrator has released the Participant therefrom. If any stock certificates are issued in respect of shares of Restricted Stock, such certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to such terms, conditions and restrictions. During the period that shares of Restricted Stock are held by the Participant, he or she shall be entitled to exercise all voting rights, and to receive and retain any dividends or distributions paid, with respect to such shares, except to the extent otherwise provided in the instrument that evidences the Restricted Stock Award. To the extent the terms, conditions and restrictions applicable to shares of Restricted Stock have been satisfied or the Plan Administrator has released the Participant therefrom, the Company shall remove any legend on any certificates representing such shares.

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9.3    Waiver of Restrictions

Notwithstanding any other provisions of the Plan, the Plan Administrator may, in its sole discretion, waive any terms, conditions or restrictions applicable to any Restricted Stock under such circumstances and subject to such terms and conditions as the Plan Administrator shall deem appropriate.

SECTION 10    Performance Awards

10.1    Plan Administrator Authority

Performance Awards may be denominated in cash, shares of Common Stock or any combination thereof. The Plan Administrator is authorized to grant Performance Awards and shall determine the nature, length and starting date of the performance period for each Performance Award and the performance objectives to be used in valuing Performance Awards and determining the extent to which such Performance Awards have been earned. Performance objectives and other terms may vary from Participant to Participant and between groups of Participants. Performance objectives shall be profits, profit growth, profit-related return ratios, cash flow, total return to shareholders, funds from operations, customer service, employee satisfaction or performance against budget, whether applicable to the Company or any relevant Subsidiary or business unit, comparisons with competitor companies or groups and with stock market indices, or any combination thereof, as the Plan Administrator may deem appropriate. Performance periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different performance periods and different performance factors and criteria. The Plan Administrator shall determine for each Performance Award the range of dollar values or number of shares of Common Stock (which may, but need not, be shares of Restricted Stock pursuant to Section 9), or any combination thereof, to be received by the Participant at the end of the performance period if and to the extent that the relevant measures of performance for such Performance Awards are met. The earned portion of a Performance Award may be paid currently or on a deferred basis with such interest or earnings equivalent as may be determined by the Plan Administrator. Payment shall be made in the form of cash, whole shares of Common Stock (which may, but need not, be shares of Restricted Stock pursuant to Section 9), Options, or any combination thereof, either in a single payment or in annual installments, all as the Plan Administrator shall determine.

10.2    Adjustment of Awards

The Plan Administrator may adjust the performance goals and measurements applicable to Performance Awards to take into account changes in law and accounting and tax rules and to make such adjustments as the Plan Administrator deems necessary or appropriate to reflect the inclusion or exclusion of the impact of extraordinary or unusual items, events or circumstances. The Plan Administrator also may adjust the performance goals and measurements applicable to Performance Awards and thereby reduce the amount to be received by any Participant pursuant to such Awards if and to the extent the Plan Administrator deems it appropriate.

10.3    Payout Upon Termination

The Plan Administrator shall establish and set forth in each instrument that evidences a Performance Award whether the Award will be payable, and the terms and conditions of such payment, if a Holder ceases to be employed by, or to provide services to, the Company or its Subsidiaries, which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Performance Award, the Award will, subject to Section 15 of the Plan, be payable according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time. If during a performance period a Participant’s employment or services with the Company terminate by reason of the Participant’s Retirement, Early Retirement at the Company’s request, Disability or death, such Participant shall be entitled to a payment with respect to each outstanding Performance Award at the end of the applicable performance period (a) based, to the extent relevant under the terms of the Award, on the Participant’s performance for the portion of such performance period ending on the date of termination and (b) prorated for the

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portion of the performance period during which the Participant was employed by the Company or a Subsidiary, all as determined by the Plan Administrator. The Plan Administrator may provide for an earlier payment in settlement of such Performance Award discounted at a reasonable interest rate and otherwise in such amount and under such terms and conditions as the Plan Administrator deems appropriate. Except as otherwise provided in Section 15 or in the instrument evidencing the Performance Award, if during a performance period a Participant’s employment or services with the Company or a Subsidiary terminate other than by reason of the Participant’s Retirement, Early Retirement at the Company’s request, Disability or death, then such Participant shall not be entitled to any payment with respect to the Performance Awards relating to such performance period, unless the Plan Administrator shall otherwise determine. Unless otherwise provided in the instrument evidencing the Performance Award, the provisions of Section 7.6 regarding leaves of absence and termination for Cause shall apply to the Performance Awards (with each reference in said provisions to an Option replaced by a reference to a Performance Award).

SECTION 11    Stock Unit Awards

11.1    Grant of Awards

Other Awards of shares of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property may be granted hereunder to Participants, either alone or in addition to other Awards granted under the Plan, and such Stock Unit Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan. Stock Unit Awards may be paid in shares of Common Stock, cash or any other form of property as the Plan Administrator shall determine. Subject to the provisions of the Plan, the Plan Administrator shall have sole and complete authority to determine the individuals to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock, if any, to be granted pursuant to such Awards, and all other conditions of the Awards; provided that, with respect to Stock Unit Awards that vest solely upon a Participant’s continued employment or service with the Company or a Subsidiary, such Awards shall, except as otherwise determined by the Plan Administrator and set forth in the instrument that evidences the Award, have a vesting period of no less than four years in the aggregate, with such interim vesting as may be determined by the Plan Administrator and set forth in the instrument that evidences the Award.

11.2    Restrictions on Transfer

Subject to the provisions of the Plan and any instrument that evidences an Award, Stock Unit Awards and shares of Common Stock subject to Stock Unit Awards may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares of Common Stock are issued or, if later, the date on which any applicable restriction lapses. Shares of Common Stock subject to Stock Unit Awards may be issued for no cash consideration or for such minimum consideration as may be required by applicable law.

SECTION 12    Dividend Equivalent Rights

The Plan Administrator is authorized to make Awards of Dividend Equivalent Rights. The Plan Administrator shall establish such rules and procedures governing the crediting of Dividend Equivalent Rights, including the timing, form of payment and payment contingencies of such Dividend Equivalent Rights, as it deems are appropriate or necessary.

SECTION 13    Loans, Loan Guarantees and Installment Payments

Except to the extent restricted by Section 13(k) of the Exchange Act (which generally prohibits the Company from extending credit to any of its executive officers or directors), the Plan Administrator may, in order to assist a Holder in acquiring shares of Common Stock pursuant to an Award granted under the Plan, authorize, either at the Grant Date or at any time before the acquisition of Common Stock pursuant to the Award, (a) the extension of a full-recourse loan to the Holder by the Company, (b) the payment by the Holder of the

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purchase price, if any, of the Common Stock in installments, or (c) the guarantee by the Company of a full-recourse loan obtained by the grantee from a third party. Subject to the foregoing, the Plan Administrator, in its sole discretion, shall specify the terms of any loans, installment payments or guarantees, including the interest rate and terms of repayment. The maximum credit available is the purchase price, if any, of the Common Stock acquired, plus the maximum federal and state income and employment tax liability that may be incurred in connection with the acquisition.

SECTION 14    Assignability

Except to the extent otherwise determined by the Plan Administrator and set forth in the instrument evidencing an Award, the Award may not be assigned, pledged or transferred by the Holder other than by will or by the laws of descent and distribution, and during the Holder’s lifetime the Award may be exercised only by the Holder.

SECTION 15    Adjustments

15.1    Adjustment of Shares

In the event that, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, distribution to shareholders other than a normal cash dividend or other change in the Company’s corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or any other corporation or (b) new, different or additional securities of the Company or any other corporation being received by the holders of shares of Common Stock of the Company, then the Plan Administrator, in its sole discretion, shall make such equitable adjustments as it shall deem appropriate in the circumstances in (i) the maximum number of and kind of securities that may be issued under the Plan, as set forth in Section 4.1, (ii) the maximum number and kind of securities that may be issued under the Plan pursuant to grants of Awards other than Options, as set forth in Section 4.2, (iii) the maximum number and kind of securities with respect to which Awards that are subject to Section 17 may be granted in any one fiscal year of the Company to any Participant, as set forth in Section 17.5, and (iv) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding.

15.2    Corporate Transaction

Except as otherwise provided in the instrument that evidences the Award, in the event of any Corporate Transaction, each Option or Restricted Stock Award that is at the time outstanding shall automatically accelerate so that each such Award shall, immediately prior to the specified effective date of the Corporate Transaction, become 100% vested. Such Award shall not so accelerate, however, if and to the extent, (a) such Award is, in connection with the Corporate Transaction, either to be assumed by the surviving corporation, the successor corporation or the parent thereof, as applicable (the “Successor Corporation”), or to be replaced with a comparable award for the purchase of shares of the capital stock of the Successor Corporation, (b) such Award is to be replaced with a cash incentive program of the Successor Corporation that preserves the spread existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to such Award, or (c) the acceleration of such Award is subject to other limitations imposed by the instrument evidencing the Award. The determination of Award comparability under clause (a) above shall be made by the Plan Administrator, and its determination shall be conclusive and binding. All such Awards shall terminate and cease to remain outstanding immediately following the consummation of the Corporate Transaction, except to the extent assumed by the Successor Corporation. Any such Awards that are assumed or replaced in the Corporate Transaction pursuant to clause (a) or (b) above and that do not otherwise accelerate at that time shall be accelerated in the event the Holder’s employment or services should subsequently terminate within two years following such Corporate Transaction, unless such employment or services are terminated by

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the Successor Corporation for Cause or by the Holder voluntarily without Good Reason. Notwithstanding the foregoing, no Incentive Stock Option shall become exercisable pursuant to this Section 15.2 without the Holder’s consent, if the result would be to cause such Option not to be treated as an Incentive Stock Option (whether by reason of the annual limitation described in Section 8.1 or otherwise).

15.3    Further Adjustment of Awards

Without limiting the preceding Section 15.2, and subject to the limitations set forth in Section 10, the Plan Administrator shall have the discretion, exercisable at any time before a sale, merger, reorganization, recapitalization, liquidation or change in control of the Company, as defined by the Plan Administrator, to take such further actions as it determines to be necessary or advisable, and fair and equitable to Participants, with respect to Awards. Such authorized actions may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, payment or settlement or lifting restrictions, differing methods for calculating payments or settlements, alternate forms and amounts of payments and settlements and other modifications, and the Plan Administrator may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may take such actions before or after granting Awards to which the actions relate and before or after any public announcement with respect to such sale, merger, reorganization, liquidation or change in control that is the reason for such actions.

15.4    Limitations

The grant of Awards will in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, dissolve, liquidate or sell or transfer all or any part of its business or assets.

15.5    Fractional Shares

In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.

SECTION 16    Withholding of Taxes

The Company may require the Holder to pay to the Company the amount of any withholding taxes that the Company is required to withhold with respect to the grant, vesting, exercise, payment or settlement of any Award. In such instances, the Plan Administrator may, in its discretion and subject to the Plan and applicable law, permit the Holder to satisfy withholding obligations, in whole or in part, (a) by paying cash, (b) by electing to have the Company withhold shares of Common Stock (up to the minimum required federal tax withholding rate), or (c) by transferring shares of Common Stock to the Company (already owned by the Holder for the period necessary to avoid a charge to the Company’s earnings for financial accounting purposes), in such amounts as are equivalent to the Fair Market Value of the withholding obligation. The Company shall have the right to withhold from any Award or any shares of Common Stock issuable pursuant to an Award or from any cash amounts otherwise due, or to become due, from the Company to the Participant an amount equal to such taxes. The Company may also deduct from any Award any other amounts due from the Participant to the Company or a Subsidiary.

SECTION 17    Code Section 162(m)

17.1     Notwithstanding any other provision of the Plan, if the Plan Administrator determines at the time that a Stock Option, Restricted Stock, a Performance Award or a Stock Unit Award is granted to a Participant who is then an officer of the Company that such Participant is, or is likely to be as of the end of the tax year in which the

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Company will claim a tax deduction in connection with such Award, a “covered employee” within the meaning of Section 162(m) of the Code, then the Plan Administrator may determine that this Section 17 shall be applicable to the Award.

17.2     If Restricted Stock, a Performance Award or a Stock Unit Award is subject to this Section 17, then the lapsing of restrictions thereon and the distribution of cash, shares of Common Stock or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Plan Administrator, which shall be based on the attainment of specified levels of one or any combination of the following business criteria of the Company or any relevant Subsidiary or business unit: profits, profit growth, profit-related return ratios, cash flow, total return to shareholders, funds from operations, customer service, employee satisfaction, performance against budget, and comparisons with competitor companies or groups and with stock market indices. Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable Subsidiary or business unit of the Company) under one or more of the measures described above relative to the performance of other corporations. Such performance goals shall be set by the Plan Administrator within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code.

17.3     Notwithstanding any provision of the Plan, with respect to any Restricted Stock, Performance Award or Stock Unit Award that is subject to this Section 17, the Plan Administrator may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Plan Administrator may not waive the achievement of the applicable performance goals except in the case of the death or Disability of the Participant.

17.4     The Plan Administrator shall have the power to impose such other restrictions on Awards subject to this Section 17 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code.

17.5     Notwithstanding any provision of the Plan other than Section 15, no Participant may be granted in any one fiscal year of the Company Options subject to this Section 17, or Restricted Stock Awards, Performance Awards or Stock Unit Awards subject to this Section 17 that are denominated in shares of Common Stock, with respect to more than 750,000 shares of Common Stock, and the maximum dollar value payable with respect to Performance Awards or Stock Unit Awards that are valued with reference to property other than shares of Common Stock and granted to any Participant in any one fiscal year of the Company is $1,000,000.

SECTION 18    Amendment and Termination of Plan

18.1    Amendment of Plan

The Plan may be amended by the Board in such respects as it shall deem advisable; provided, however, that, an amendment shall require the approval of the shareholders of the Company to the extent required for compliance with Section 422 of the Code or any other applicable law or regulation or any listing requirement of any stock exchange on which the Common Stock may be listed.

18.2    Termination of Plan

The Board may suspend or terminate the Plan at any time. Unless the Plan shall theretofore have been terminated by the Board, the Plan shall have no fixed termination date; provided, however, that no Incentive Stock Option may be granted more than 10 years after the later of (a) the Plan’s adoption by the Board and (b) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code.

18.3    Amendment of Awards

Subject to Section 18.4, the Plan Administrator may amend the terms of any Award outstanding under the Plan, prospectively or retroactively. However, except for adjustments made pursuant to Section 15 or in

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connection with Substitute Awards, no such amendment shall, without shareholder approval (a) reduce the exercise price of any outstanding Option, or (b) cancel or amend any outstanding Option for the purpose of repricing, replacing or regranting such Option with an exercise price that is less than the original exercise price thereof (as adjusted pursuant to Section 15 or in connection with a Substitute Award).

18.4    Consent of Holder

The amendment or termination of the Plan or the amendment of an outstanding Award shall not, without the Holder’s consent, impair or diminish any rights or obligations under any Award theretofore granted to the Holder under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Holder, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any changes or adjustments made pursuant to Section 15 shall not be subject to these restrictions.

SECTION 19    General

19.1    Evidence of Awards

Awards granted under the Plan shall be evidenced by a written instrument that shall contain such terms, conditions, limitations and restrictions not inconsistent with the Plan as the Plan Administrator shall deem advisable.

19.2    Continued Employment or Services; Rights in Awards

Neither the Plan nor participation in the Plan as a Participant nor any action of the Plan Administrator taken under the Plan shall be construed as giving any Participant or any employee, officer, director, consultant or agent of the Company or any Subsidiary any right to be retained in the employ or service of the Company or any Subsidiary or limit the right of the Company or any Subsidiary to terminate the employment or services of the Participant.

19.3    Registration; Certificates for Shares

The Company shall be under no obligation to any Participant to register for offering or resale under the Securities Act of 1933, as amended, or register or qualify under state or foreign securities laws, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan. The Company may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal, state and foreign securities laws.

To the extent that the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

19.4    No Rights as a Shareholder

No Option, Restricted Stock Award, Performance Award or Stock Unit Award shall entitle the Holder to any dividend (except to the extent provided in an Award of Dividend Equivalent Rights), voting or other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the subject of such Awards, free of all applicable restrictions.

19.5    Compliance With Laws and Regulations

Notwithstanding anything in the Plan to the contrary, the Board, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers or

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directors subject to Section 16 of the Exchange Act, without so restricting, limiting or conditioning the Plan with respect to other Participants. Additionally, in interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code.

19.6    No Trust or Fund

The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

19.7    Participants in Foreign Countries

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

19.8    Severability

If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Plan Administrator, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

19.9    References to Statutes

Each reference in the Plan to a provision of the Code and the Exchange Act shall be construed to include any similar successor provision and any rules and regulations applicable to such provision or its successor.

19.10    Choice of Law

The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of laws.

SECTION 20    Effective Date

The Plan’s Effective Date is the date on which it is approved by the Company’s shareholders.

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ANNUAL MEETING OF STOCKHOLDERS OF

SHURGARD STORAGE CENTERS, INC.

June 29, 2004

Please date, sign and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line and mail in the envelope provided.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2 AND 3.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

1. Election of Directors:

FOR ALL NOMINEES

WITHHOLD AUTHORITY

FOR ALL NOMINEES

FOR ALL EXCEPT

(See instructions below)

NOMINEES:

Anna Karin “Annika” Andrews (Class 2, one-year term)

Charles K. Barbo (Class 1, three-year term)

Howard P. Behar (Class 1, three-year term)

Richard P. Fox (Class 1, three-year term)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

2. The ratification of the selection of independent auditors, PricewaterhouseCoopers LLP

3. To approve the Company’s 2004 Long-Term Incentive Plan

In their discretion, the Proxies are authorized to vote upon such other business as may properly be brought before the meeting or any adjournment or postponement thereof. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR ALL NOMINEES” IN ITEM 1 AND “FOR” IN ITEMS 2 & 3.

The undersigned acknowledges receipt from the Company prior to the execution of this Proxy of a Notice of Annual Meeting of Stockholders and a Proxy Statement dated June 3, 2004.

Please sign below exactly as your name appears on this proxy card.