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texb

03/30/05 11:30 AM

#100060 RE: rmarchma #100010

Rmarchma, I estimate $24 Mil 2005 LTIP expense...

and I'd appreciate your opinion as to my assumptions.

IMO, we can reasonably infer the following:

- LTIP Cycle 1 (4/1/04) 2004 expense (9 mos) = ~ $7 Mil
- LTIP ratable annualized Cycle 1 2005 expense = ~ $9.3 Mil
- LTIP Cycle 2 (1/1/05) grants were ~ 157% of Cycle 1*
- LTIP Cycle 2 2005 expense = ~ $9.3 Mil x 157% = ~ $14.6 Mil

- LTIP Total 2005 expense = $9.3 Mil + $14.6 Mil = $23.9 Mil

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* The value, as of the grant date, of each officer's Cycle 2 RSU shares is uniformly worth 157% of his Cycle 1 RSU shares per SEC Forms 4.

http://ccbn.tenkwizard.com/filing.php?repo=tenk&ipage=3080531&doc=2&total=69&TK=IDCC....

Am I off the mark?

texb