0510005 Informal Interpretation

From:(redacted)
Sent: Friday, October 07, 2005 12:00 PM
To:Verne, B. Michael
Cc:Ovuka, Nancy M.
Subject: RE: Section 801.1 (b)(2)

With respect to the "contractual power presently to designate 50% or moreof the directors", would the following scenario be considered having the"present power"?

A company has 6 directors, four are independent and two are designated byCompany A. The next meeting for the election of directors is in 10 months, andCompany A (which does not have a majority ownership interest) has no right tocall a meeting any earlier than scheduled. That being said, Company A was giventhe contractual right to designate a third director. That right will have noeffect until the next meeting in 10 months. Is that considered"presently" having the power to designate 50%?