<HTML>
<HEAD>
<TITLE>Filed by Bowne Pure Compliance</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">
<DIV style="font-size: 10pt">
<DIV style="font-size: 1pt; width: 100%; border-bottom: black 2pt solid">&nbsp;</DIV>
<DIV style="font-size: 1pt; width: 100%; border-bottom: black 1pt solid">&nbsp;</DIV>

<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): December 19, 2008</B>


<P style="font-size: 24pt" align="center"><B>CRAY INC.<BR>
</B><FONT
style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Washington</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>0-26820</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>93-0962605</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>411 First Avenue South, Suite
600<BR>
Seattle, WA <BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>98104-2860</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(206) 701-2000</B><BR>
Registrant&#8217;s facsimile number, including area code: <B>(206) 701-2500</B>


<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="30%" border="0">

 <TR>
  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>None<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


<DIV style="margin-top: 10pt; font-size: 1pt; width: 100%; border-bottom: black 1pt solid">&nbsp;</DIV>
<DIV style="font-size: 1pt; width: 100%; border-bottom: black 2pt solid">&nbsp;</DIV>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%"><B>Item&nbsp;5.02</B></TD>
  <TD width="1%">&nbsp;</TD>
  <TD><B>Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.</B></TD>
 </TR>

</TABLE>


<P style="font-size: 10pt; margin-left: 8%" align="left">(e)&nbsp;On
December&nbsp;19, 2008, we entered into revised Management Retention Agreements
with our executive officers, including each named executive officer, and we
revised our Executive Severance Policy, which covers our principal officers,
including each named executive officer. The principal purpose of these
revisions was to bring these management retention agreements into compliance
with Internal Revenue Code Section&nbsp;409A.

<P style="font-size: 10pt; margin-left: 8%" align="left">The Management
Retention Agreement applies if (a)&nbsp;there has been a Potential or actual
Change of Control and (b)&nbsp;the employment of the officer is ended either
without Cause or for Good Reason, either in connection with the Change of
Control or during the 24&nbsp;months following a Change of Control. The
Agreement does not apply to terminations due to Cause, disability, death,
resignation without Good Reason, retirement or other voluntary terminations.

<P style="font-size: 10pt; margin-left: 8%" align="left">The amount of the
severance payments under the revised Management Retention Agreements was not
changed from two times the sum of base salary and target award under the annual
cash incentive plan. The following is a brief description of the material
changes to the Management Retention Agreements from the previous agreements:

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="10%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>all or a part of certain payments may be delayed to after six months
following termination of employment;</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="10%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>the definition of &#8220;Good Reason&#8221; was amended to mean a
material negative change in the employment relationship between the officer and
the Company, including a material reduction in base salary (defined as being a
reduction by more than 5%), a material reduction in the officer&#8217;s target
award opportunity under our cash incentive plan, a material diminution of the
officer&#8217;s status, title, position(s) or responsibilities (including
reporting responsibilities), certain relocations or changes in customary office
locations, a material overall reduction in benefits and the non-assumption of
the Agreement by a successor entity;</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="10%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>the protected period following a Change of Control was reduced from
36&nbsp;months to 24 months;</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="10%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>the definition of &#8220;Cause&#8221; was amended to required a finding
by the non-management directors;</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="10%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>if there is a dispute as to whether &#8220;Cause&#8221; or &#8220;Good
Reason&#8221; existed, the officer remains an employee until the dispute is
settled, with the Company having the election to have the officer continue to
work or be placed on paid leave; and</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="10%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>the severance arrangements include the Company paying all of the COBRA
expense for up to 18&nbsp;months, rather than a pro-rata portion previously
provided, and paying for outplacement services, which were not previously
provided.</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">


<P style="font-size: 10pt; margin-left: 8%" align="left">In addition, Peter J.
Ungaro, President and Chief Executive Officer, and Brian C. Henry, Executive
Vice President and Chief Financial Officer, each has an additional provision
that provides, for a one-month period beginning six months following a
Change of Control, such officer can voluntarily resign and receive the benefits
under his Agreement if at such time such officer no longer holds his same
position and reporting relationship at a company registered under the
Securities Exchange Act of 1934, as amended.

<P style="font-size: 10pt; margin-left: 8%" align="left">The Executive
Severance Policy applies to employment terminations of covered officers,
including each named executive officer, without Cause or for Good Reason; it
does not apply to terminations for Cause or for Disability or death,
resignations without Good Reason, retirements and other voluntary terminations.
The Policy applies irrespective of whether there has been a Change of Control
&#8211; under the Policy, a Potential Change of Control or Change of Control
vests the Policy for the officers covered thereby so that the Policy provisions
cannot be amended or terminated for a period of 24 months following a Change of
Control. In a Change of Control situation, if an officer has a Management
Retention Agreement, then the Agreement applies and the Policy does not; if the
officer does not have such an Agreement, then this Policy applies to the
officer.

<P style="font-size: 10pt; margin-left: 8%" align="left">The following is a
brief description of the material changes to the Executive Severance Policy.
First, as described above with respect to the Management Retention Agreements,
the payment of a portion or all of the severance payments may be delayed to
after six months following termination of employment, the vesting period
following a Change of Control has been reduced from 36&nbsp;months to 24
months, and the definition of &#8220;Good Reason&#8221; has been amended to
mean a material negative change in the employment relationship between the
officer and the Company as described above except that the definition of
&#8220;Good Reason&#8221; in the Executive Severance Policy permits limited
across-the-board officer salary reductions and changes in benefits and
restricts the protection against changes in position and reporting
relationships to Senior Vice Presidents and above.

<P style="font-size: 10pt; margin-left: 8%" align="left">In addition, for
covered officers other than Mr.&nbsp;Ungaro and Mr.&nbsp;Henry, the amount of
the severance payment was revised to include base salary and the target
incentive award under our annual cash incentive plan pro-rated for the
officer&#8217;s covered period (six months to one year) and adjusted for actual
Company performance; previously the severance payment for these officers
covered only base salary. The amounts payable as severance payments to
Mr.&nbsp;Ungaro and Mr.&nbsp;Henry are unchanged and are based upon base salary
and full target incentive award.

<P style="font-size: 10pt; margin-left: 8%" align="left">The revised form of
Management Retention Agreement and the revised Executive Severance Policy are
filed as exhibits 10.1 and 10.2 to this report, respectively.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="left"><B>Item&nbsp;9.01 Financial Statements
and Exhibits</B>

<P style="font-size: 10pt; margin-left: 2%" align="left">(d)&nbsp;Exhibits

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="8%">&nbsp;</TD>
  <TD nowrap align="left" width="4%">10.1</TD>
  <TD width="3%">&nbsp;</TD>
  <TD>Form of Management Retention Agreement, dated as of December&nbsp;19,
2008, including Annex&nbsp;A-1 and Annex&nbsp;A-2 applicable to Peter J. Ungaro and Brian
C. Henry, respectively.</TD>
 </TR>

</TABLE>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="8%">&nbsp;</TD>
  <TD nowrap align="left" width="4%">10.2</TD>
  <TD width="3%">&nbsp;</TD>
  <TD>Executive Severance Policy, in effect as of December&nbsp;19, 2008 </TD>
 </TR>

</TABLE>

<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt" align="left"><BR>
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

<P style="font-size: 10pt" align="left">December&nbsp;22, 2008
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="56%">&nbsp;</TD>
  <TD width="4%">&nbsp;</TD>
  <TD width="40%">&nbsp;</TD>
 </TR>
<!-- End Table Head -->
<!-- Begin Table Body -->

 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD valign="top" align="left" colspan="2">Cray Inc.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD align="left">By:</TD>
  <TD valign="top" align="left" style="border-bottom: 1px solid #000000">/s/&nbsp;Kenneth W. Johnson</TD>
 </TR>

 <TR valign="bottom">
  <TD valign="top">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Kenneth W. Johnson <BR>
Senior Vice President and <BR>
General Counsel</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">4
</DIV>
</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "c78616e8vk.htm", "description": "FORM 8-K", "secsgml_size_bytes": 16369}]
{"company-data": {"conformed-name": "CRAY INC", "cik": "0000949158", "assigned-sic": "3571", "irs-number": "930962605", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26820", "film-number": "081264884"}, "business-address": {"street1": "411 FIRST AVE SOUTH", "street2": "SUITE 600", "city": "SEATTLE", "state": "WA", "zip": "98104-2860", "phone": "2067012000"}, "mail-address": {"street1": "411 FIRST AVE SOUTH", "street2": "SUITE 600", "city": "SEATTLE", "state": "WA", "zip": "98104-2860"}, "former-company": {"former-conformed-name": "TERA COMPUTER CO \\WA\\", "date-changed": "19950809"}}
Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): December 19, 2008
CRAY INC.
(Exact name of registrant as specified in its charter)
Washington
0-26820
93-0962605
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
411 First Avenue South, Suite
600
Seattle, WA
98104-2860
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(206) 701-2000
Registrant's facsimile number, including area code:
(206) 701-2500
None
(Former name or former address if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
December 19, 2008, we entered into revised Management Retention Agreements
with our executive officers, including each named executive officer, and we
revised our Executive Severance Policy, which covers our principal officers,
including each named executive officer. The principal purpose of these
revisions was to bring these management retention agreements into compliance
with Internal Revenue Code Section 409A.
The Management
Retention Agreement applies if (a) there has been a Potential or actual
Change of Control and (b) the employment of the officer is ended either
without Cause or for Good Reason, either in connection with the Change of
Control or during the 24 months following a Change of Control. The
Agreement does not apply to terminations due to Cause, disability, death,
resignation without Good Reason, retirement or other voluntary terminations.
The amount of the
severance payments under the revised Management Retention Agreements was not
changed from two times the sum of base salary and target award under the annual
cash incentive plan. The following is a brief description of the material
changes to the Management Retention Agreements from the previous agreements:
•
all or a part of certain payments may be delayed to after six months
following termination of employment;
•
the definition of "Good Reason" was amended to mean a
material negative change in the employment relationship between the officer and
the Company, including a material reduction in base salary (defined as being a
reduction by more than 5%), a material reduction in the officer's target
award opportunity under our cash incentive plan, a material diminution of the
officer's status, title, position(s) or responsibilities (including
reporting responsibilities), certain relocations or changes in customary office
locations, a material overall reduction in benefits and the non-assumption of
the Agreement by a successor entity;
•
the protected period following a Change of Control was reduced from
36 months to 24 months;
•
the definition of "Cause" was amended to required a finding
by the non-management directors;
•
if there is a dispute as to whether "Cause" or "Good
Reason" existed, the officer remains an employee until the dispute is
settled, with the Company having the election to have the officer continue to
work or be placed on paid leave; and
•
the severance arrangements include the Company paying all of the COBRA
expense for up to 18 months, rather than a pro-rata portion previously
provided, and paying for outplacement services, which were not previously
provided.
2
In addition, Peter J.
Ungaro, President and Chief Executive Officer, and Brian C. Henry, Executive
Vice President and Chief Financial Officer, each has an additional provision
that provides, for a one-month period beginning six months following a
Change of Control, such officer can voluntarily resign and receive the benefits
under his Agreement if at such time such officer no longer holds his same
position and reporting relationship at a company registered under the
Securities Exchange Act of 1934, as amended.
The Executive
Severance Policy applies to employment terminations of covered officers,
including each named executive officer, without Cause or for Good Reason; it
does not apply to terminations for Cause or for Disability or death,
resignations without Good Reason, retirements and other voluntary terminations.
The Policy applies irrespective of whether there has been a Change of Control
– under the Policy, a Potential Change of Control or Change of Control
vests the Policy for the officers covered thereby so that the Policy provisions
cannot be amended or terminated for a period of 24 months following a Change of
Control. In a Change of Control situation, if an officer has a Management
Retention Agreement, then the Agreement applies and the Policy does not; if the
officer does not have such an Agreement, then this Policy applies to the
officer.
The following is a
brief description of the material changes to the Executive Severance Policy.
First, as described above with respect to the Management Retention Agreements,
the payment of a portion or all of the severance payments may be delayed to
after six months following termination of employment, the vesting period
following a Change of Control has been reduced from 36 months to 24
months, and the definition of "Good Reason" has been amended to
mean a material negative change in the employment relationship between the
officer and the Company as described above except that the definition of
"Good Reason" in the Executive Severance Policy permits limited
across-the-board officer salary reductions and changes in benefits and
restricts the protection against changes in position and reporting
relationships to Senior Vice Presidents and above.
In addition, for
covered officers other than Mr. Ungaro and Mr. Henry, the amount of
the severance payment was revised to include base salary and the target
incentive award under our annual cash incentive plan pro-rated for the
officer's covered period (six months to one year) and adjusted for actual
Company performance; previously the severance payment for these officers
covered only base salary. The amounts payable as severance payments to
Mr. Ungaro and Mr. Henry are unchanged and are based upon base salary
and full target incentive award.
The revised form of
Management Retention Agreement and the revised Executive Severance Policy are
filed as exhibits 10.1 and 10.2 to this report, respectively.
3
Item 9.01 Financial Statements
and Exhibits
(d) Exhibits
10.1
Form of Management Retention Agreement, dated as of December 19,
2008, including Annex A-1 and Annex A-2 applicable to Peter J. Ungaro and Brian
C. Henry, respectively.
10.2
Executive Severance Policy, in effect as of December 19, 2008
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
December 22, 2008
Cray Inc.
By:
/s/ Kenneth W. Johnson
Kenneth W. Johnson
Senior Vice President and
General Counsel
4