Exhibit (c)(2)

HIGHLY CONFIDENTIAL

Project Orb

Discussion Materials

February 14, 2005

Three-Year Price / Volume Graph

February 11, 2002 – February 11, 2005

DISCUSSION MATERIALS / February 14, 2005 2

One-Year Price / Volume Graph

February 10, 2004 – February 11, 2005

Price Analysis

Closing Prices			Average Prices
Last (2/11/05)	$	15.06	Two Weeks	$	15.15
52-Week High (6/25/04)	$	20.75	Four Weeks	$	15.09
52-Week Low (3/11/04)	$	14.31	Six Weeks	$	15.65
52-Week Mean	$	17.75	Twelve Weeks	$	17.17

DISCUSSION MATERIALS / February 14, 2005 3

One-Year Trading History

February 10, 2004 – February 11, 2005

% of Volume Traded

Total Shares O/S 20,347,740 Total Shares Traded 38,396,220 Average Daily Volume 150,573

DISCUSSION MATERIALS / February 14, 2005 4

Multiple and Premium Matrix

DISCUSSION MATERIALS / February 14, 2005 5

Publicly Traded Comparable Companies

DISCUSSION MATERIALS / February 14, 2005 6

Precedent Merger and Acquisition Transactions

DISCUSSION MATERIALS / February 14, 2005 7

Premiums Paid Analysis Summary

• Search parameters include:

• Public transactions announced from January 1, 2003 to present

• Total enterprise value at announcement of $300 - $800 million

• All-cash consideration

Premiums Paid Summary

	Premiums Paid
	1 Day Prior	1 Week Prior	4 Weeks Prior
75th Percentile	32.8%	33.7%	45.0%
Median	19.3%	22.5%	26.1%
25th Percentile	11.6%	13.5%	16.9%
Mean	23.3%	25.7%	31.9%

DISCUSSION MATERIALS / February 14, 2005 8