Umbrella - Final Documents

Louise/John,

You both OK with me sending latest NETCO 835 employee list to them. Also, FYI on their group b list.

David

-----Original Message-----
From: Arber, Diane Z [HR] [mailto:diane.z.arber@ssmb.com]
Sent: Monday, January 07, 2002 10:02 AM
To: Oxley, David
Cc: Donnelly, John L [HR]; Clark, Eugene [GCO]; Cash, Michelle
Subject: Final Documents

David,
The required document which will filed by 4:00 PM today identify the actual
employee names who will be part of the new entity. Please confirm the names
in Group A & B and forward the names for group C.

Section 8.5 Employees. Prior to Closing, Buyer or its Affiliate shall have
entered into retention agreements with (a) each of the three individuals
listed on Schedule A, (b) each of the 13 individuals listed on Schedule B,
provided the Buyer shall provide substitute different individuals,
reasonably acceptable to Buyer, for no more than two individuals on Schedule
B, and © 80% of the individuals on Schedule C.....

Group A: Top 3 (3 out of 3 Join)
Greg Whaley
John Lavorato
Louise Kitchen

Group B: 13 (11 out of 13 Join)
Hunter Shively
Tim Belden
John Arnold
Mike Swerzbin
Fletch Sturm
Matt Motley
Philip Allen
Chris Calger
Kevin Presto
Dana Davis **Please confirm that this is Mark D Davis
Rob Benson
Mike Grigsby
Mike Maggi

Group C: 80%
??

Please feel free to contact me with any questions.

Diane Arber
Fixed Income Human Resources
Phone: (212) 723-9537