On November 2, 2005, the reporting person entered into a prepaid forward
contract with an unrelated third party (the Buyer) related to up to 150,000
shares of Common Stock of the Company.  In exchange for a prepayment of
$5,524,500 representing 100% of the price of $36.83 per share, the
reporting person has an obligation to deliver up to 150,000 shares of
Common Stock, or the cash equivalent, to Buyer on November 2, 2012 (the
Settlement Date).  The number of shares of Common Stock which the reporting
person may be required to deliver on the Settlement Date is determined as
follows (the capitalized terms are defined as set forth below):

(i)
if the Settlement Price is less than the Floor Price, the reporting person
will deliver all 150,000 shares of Common Stock to the Buyer,
(ii)  if
the Settlement Price is greater than the Floor Price, but less than the Cap
Price, the reporting person delivers a number of shares of Common Stock
equal to (a) 150,000, multiplied by (b) a fraction equal to (x) the Floor
Price divided by (y) the Settlement Price, and
(iii) if the Settlement
Price is greater than the Cap Price, the reporting person delivers a number
of shares of Common Stock equal to (a) 150,000 multiplied by (b) a fraction
equal to (x) the Floor Price plus (the Settlement Price minus the Cap
Price), divided by (y) the Settlement Price.

Settlement Price = the
closing price of the Common Stock on the Settlement Date
Floor Price =
$36.83
Cap Price = $57.09