Michelle, please review the Resolution below and make any necessary changes; can you please secure the appropriate signature at the appropriate time?  I will need to get to Wachovia early next week.

-----Original Message-----
From: Peter.Quinn@wachovia.com [mailto:Peter.Quinn@wachovia.com]
Sent: Thursday, November 15, 2001 7:16 PM
To: Butler, Pam; FMackin@aol.com
Cc: John.Smith@wachovia.com
Subject: Retention Trust


We have reviewed the trust document and appendices.  Our proposed changes
to the Trust are attached.  We have no changes to the appendices.

As we discussed earlier today, there are two other documents that we will
require to establish the account: 1) Authorized Signers who can direct
Wachovia as Trustee (form attached) and 2) evidence of authority to
establish the trust (I have attached a very generic form that can be
modified).  These forms will not be required to open the trust tomorrow,
but are required documentation

On the issue of tax payments, Pam and I discussed W-2 wages vs. K-1
ordinary income, and you have indicated that these payments will be W-2
income.  As a follow-up item, we would like your counsel to write a letter
to us confirming that this is the proper distribution method for this
trust.  In very short order, we will need detailed payment data so that we
can begin setting up the first payments up for distribution on January 4,
2001.  Should these be W-2 distributions (wages), we will also need to know
the Employer FICA amounts.

Please also confirm the number of affiliates listed in Appendix C (3, I
believe), and Participants/Payments in Appendix B so that I can finalize a
fee quote by morning to include in Appendix D.

Please do not hesitate to call me at home this evening at (336) 712-9598 if
you would like to discuss any of this.

Peter

attachments(See attached file: Trader Bonus Trust Agreement 1b.doc)(See
attached file: Resolution.doc)(See attached file: Authorized
Signatures.doc)