These attached letters seek determinations from the IRS and the SEC on important issues for managing ESOs.

On April 3rd, 2006, the SEC has indicated orally through Anne M. Krauskopf, Special Counsel of the Office of Chief Counsel, Division of Corporation Finance that if some bearish elements of the Credit Swiss First Boston scheme, approved in the Interpretive letter of march 18, 2004, were eliminated then the remainder of the scheme would not be inconsistent with Rule 16 c-4 of SEC section 16 of the Securities and Exchange Act of 1934, as long as the result would never afford an executive to profit from a down move in the stock.

John