EX-99 2 murphymarc021505.htm Marc Murphy Attachment
(1)     On February 11, 2005, the reporting person entered into a prepaid
variable forward contract ("Contract") with an unaffiliated third party buyer
("Buyer") pursuant to a Master Agreement dated February 11, 2005. The Contract
obligates the reporting person to deliver to the Buyer up to 140,080 Common
Shares (or an equivalent amount of cash, if elected by him) on the Maturity Date
of the Contract (i.e., August 13, 2012, or an earlier date if the parties agree
to terminate the Contract early).  In exchange for assuming this obligation, the
reporting person received a cash payment of $3,144,320.08 as of the date of
entering into the Contract.  The reporting person pledged 140,080 Common Shares
(the "Pledged  Shares") to secure its obligations under the Master Agreement,
and retained voting rights in the Pledged Shares during the period of the
pledge.  The reporting  person will pay to Buyer all dividends received on the
Pledged Shares during the term of transaction.  The number of shares to be
delivered to the Buyer on the Maturity Date is to be determined as follows,  on
the basis of prices of the Common Shares that are subject to adjustment for
events specified in the Master Agreement:

o        If the price per share of the Common Shares on the Maturity Date is
         less than or equal to $30.9644  (i.e., the "Initial Share Price," which
         is the price on the date of entering into the Contract), the reporting
         person will deliver to the Buyer the entire amount of Pledged Shares;

o        If the price per share of the Common  Shares on the Maturity Date is
         between the Floor Price and $55.7359 (the "Cap Price"), the reporting
         person will deliver to the Buyer a number of shares determined by
         multiplying the Pledged Shares by the Floor Price, and dividing the
         resulting number by the price of the Common Shares on the Maturity
         Date;

o        If the price per share of the Common Shares on the Maturity Date is
         greater than the Cap Price, the reporting person would deliver to the
         Buyer a number of shares determined by reference to a formula specified
         in the contract that would result in the reporting person being
         obligated to deliver fewer than the number of Pledged Shares.