0909010 Informal Interpretation

From: (Redacted)
Sent: Friday, September 18, 2009 1:35 PM
To: Johnson, Janice C.
Cc: (Redacted)

Subject: 802.21

Janice,

Just writing toconfirm our conversation yesterday about the application of 802.21 topost-consummation filings. You confirmed that if a post-consummation filing ismade today for a filing that should have been made in 2005, the affect of802.21 is that the 5 year grace period ends in 2014 (5 years from theexpiration of the waiting period measured from 30-days from today) and not2010. Further, if the filing is made for the $100 million (as adjusted)threshold because in 2005 the acquiring person's holdings in the issuerexceeded this amount, the acquiring person can continue to acquire additionalvoting securities in the issuer up to the $500 million (as adjusted) threshold,even if the acquiring person's holdings today are less than the $100 million(as adjusted) threshold, and even if the acquiring person's holdings do notexceed the $100 million (as adjusted) threshold in the next 12 months.

Can you pleaseconfirm that this is correct?