I think this covers it.  The one issue that you may want to clarify is that the second termination option would entail payouts over time, until the termination of the fund, which Gene believes may have some real value.  Michelle

 -----Original Message-----
From: 	Carrera, Susan  
Sent:	Friday, October 19, 2001 10:40 AM
To:	Butler, Pam; Cash, Michelle; Knudsen, Sheila A.
Subject:	EIP Incentive Plan

Hello everyone,

Attached is a summary write-up I've prepared on the EIP Plan (it's origin, current status and why we feel it s/b terminated) to deliver to Mary Joyce for her conversation with Mark Frevert.  I felt it a good idea to summarize all on one piece of papaer  in case Marke Frevert was not familar with the Plan.  This Plan is pretty intense when even intimate with it's details!

Sheila/Michelle, could you pls. both review prior to me delivering to Mary to see if I've missed anything or am describing anything incorrectly.  Pam is out today.  I appreciate it.  After your review I'll deliver.  I feel it's going to be very critical to get Mark's support on this to take it to the "termination" level, so I want this to go smoothly.

I'm also going to dabble around with a few "settlement payout" scenarios, based on the actual fund size, original expectations, remaining participants, etc.  I'll send to you for review and we'll have in our back pocket when it's time to talk to Gene.

Thanks all!

Susan

 << File: EIP Plan termination.doc >>