0604027 Informal Interpretation

From:(redacted)

Sent:Wednesday, April 05, 2006 1:30 PM

To:Verne, B. Michael

Cc:(redacted)

Subject:Shareholders Agreement - Joint control

HiMike,

A corporation does not have any 50% or greatershareholders. Certain of its shareholders have entered into a ShareholdersAgreement under which certain shareholders (the "Shareholder Group")are authorized to appoint five members of a nine member board of directors. TheAgreement specifically provides for the nomination of the five members to be"submitted jointly" by the Shareholder Group. Our understanding isthat this joint nomination by the Shareholder Group does not confer control ofthe corporation under Rule 801.1(b)(2) and that the corporation would be itsown UPE.

Please let me know ifyou agree. Many thanks for your guidance.