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EXHIBIT 4.4 CREDIT
    
    FIRST
    
    CREDIT SUISSE FIRST BOSTON INTERNATIONALSUISSE
    
    BOSTONOne Cabot
    
    Telephone 0207 888 2000Square, LondonE14 4QJ6 January 2004
 Computer Network Technology Corporation
6000 Nathan Lane North
Plymouth, MN 55442 Attn: Jeff Bertelsen
Fax: (763) 268-6810 Dear Sirs: The purpose of this letter agreement (this Confirmation) is
to confirm the terms and conditions of the Transaction entered
into between Party A and Party B on the Trade Date specified
below (the Transaction) on the terms set out below. This
Confirmation constitutes a Confirmation as referred to in
the Agreement specified below.  1.
    
    The definitions and provisions contained in the 2000
ISDA Definitions (as published by the International Swaps
and Derivatives Association, Inc.) are incorporated into
this Confirmation. In the event of any inconsistency
between those definitions and provisions and this
Confirmation, this Confirmation will govern. References
herein to a Transaction shall be deemed to be
references to a Swap Transaction for the purposes of
the 2000 ISDA Definitions.If you and we are parties to the 1992 ISDA Master
Agreement, (the Agreement), this Confirmation
supplements, forms a part of, and is subject to such
Agreement. If you and we are not yet parties to the
Agreement, you and we agree to use our best efforts
promptly to negotiate, execute, and deliver the
Agreement, including our standard form of Schedule
attached thereto and made a part thereof, with such
modifications as you and we shall in good faith agree.
Upon execution and delivery by you and us of the
Agreement, this Confirmation shall supplement, form a
part of, and be subject to such Agreement. Until you and
we execute and deliver the Agreement, this Confirmation
(together with all other Confirmations of Transactions
previously entered into between us, notwithstanding
anything to the contrary therein) shall supplement, form
a part of, and be subject to the 1992 ISDA Master
Agreement, as if, on the Trade Date of the first such
Transaction between us, you and we had executed that
agreement (with the terms set forth in section 5 below).The Agreement and each Confirmation thereunder will be
governed by and construed in accordance with the law of
the State of New York without reference to choice of law
doctrine and each party hereby submits to the
jurisdiction of the Courts of the State of New York. For
purposes of Section 6 of the Agreement, Second Method and
Loss shall apply to this Transaction.




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
  Party A and Party B each represents to the other that it has
entered into this Transaction in reliance upon such tax,
accounting, regulatory, legal, and financial advice as it
deems necessary and not upon any view expressed by the other.In this Confirmation, Party A means Credit Suisse First
Boston International, Party B means Computer Network
Technology Corporation.  2.
    
    General terms of the Transaction: Notional Amount:
    
    $75,000,000, subject to a Conversion Event, Redemption Event, Amendment Event,
Repayment Event (as each term is defined below) or any other similar
occurrences as determined by the Calculation Agent.Trade Date:
    
    January 5, 2004Effective Date:
    
    January 7, 2004Termination Date:
    
    The earlier of: (i) February 15, 2007, subject to adjustment in accordance with
the Modified Following Business Day Convention, and (ii) the Early Termination
Date, subject to the Early Termination provisions set forth below.Fixed Amounts:Fixed Rate Payer:
    
    Party AFixed Rate Payer
Payment Dates:
    
    Each February 15th and August 15th, commencing on February 15, 2004 and ending
on February 15, 2007, inclusive with the final Payment Date on February 15,
2007, subject to adjustment in accordance with the Modified Following Business
Day Convention, using no Adjustment of Period End Dates; provided, however,
that upon an Early Termination, Party As obligation to pay the Fixed Amount
shall terminate.Fixed Rate:
    
    3.00%Accrued Fixed Amounts
Upon a Redemption or
Conversion Event:
    
    In the event of a Redemption Event, Party A shall pay any accrued but unpaid
Fixed Amounts in respect of the related Terminated Amount to, but excluding,
the date fixed for such redemption
 2




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
 pursuant to the terms of the
Indenture. In the event of a
Conversion Event, no Fixed Amounts
accrued but unpaid since the most
recent Fixed Rate Payer Payment
Date in respect of the related
Terminated Amount shall be paid
upon such Conversion Event.Fixed Rate
Day Count Fraction:
    
    30/360 unadjusted
  Floating Amounts: Floating Rate Payer:
    
    Party BFloating Rate Payer
Payment Dates:
    
    Each January 31st, April 30th, July 31st and October 31st, commencing on April
30, 2004 and ending on February 15, 2007, inclusive with the final Payment Date
on February 15, 2007, subject to adjustment in accordance with the Modified
Following Business Day Convention, using Adjustment of Period End Dates,
subject to Early Termination; provided, however,that upon an Early
Termination, Party Bs obligation to pay the Floating Amount shall terminate.Floating Rate for
initial Calculation Period:
    
    1.845%, inclusive of Floating Rate SpreadFloating Rate Option:
    
    USD-LIBOR-BBAAccrued Floating Amounts
Upon a Redemption or
Conversion Event:
    
    In the event of a Redemption Event, Party B shall pay any accrued but unpaid
Floating Amounts in respect of the related Terminated Amount to, but excluding,
the date fixed for such redemption pursuant to the terms of the Indenture. In
the event of a Conversion Event, no Floating Amounts accrued but unpaid since
the most recent Floating Rate Payer Payment Date in respect of the related
Terminated Amount shall be paid upon such Conversion Event.Designated Maturity:
    
    3 months; providedthat, in respect of the first interest period, the Floating
Rate for initial Calculation Period shall apply and, provided furtherthat, in
respect of the final interest period,
 3




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
 interpolation of 1 month and 2 week U.S. Dollar LIBOR-BBA rate shall apply.Floating Rate Spread:
    
    0.695%Floating Rate
Day Count Fraction:
    
    Actual/360 adjustedReset Dates:
    
    The day which is two (2) London Business Days prior to the Floating Rate
Payment Date for the previous Calculation PeriodCompounding:
    
    Inapplicable
  Early Termination; Early Termination
Upon Redemption or
Conversion:
    
    If Party B receives notice of a Conversion Event (defined below) with respect
to any Reference Bonds or in the event of a Redemption Event (defined below),
Party B shall immediately (and no later than two (2) Business Days following
receipt of such notice) provide written notice (each a Termination Notice) to
Party A, specifying the details of such event, including the principal amount
of Reference Bonds being converted or redeemed.Notional Adjustment:
    
    If Party A receives a Termination Notice, then a portion of this Transaction
shall terminate equal to the Notional Amount multiplied by the Termination
Ratio (defined below) (the Terminated Amount) and the Calculation Agent shall
reduce the Notional Amount of this Transaction by the Terminated Amount.There shall be no payment due to either party hereunder under Section
6 of the Agreement in respect of a Terminated Amount.Notwithstanding any right of Party B
to reissue or resell the Reference
Bonds, Party A has no obligation to
increase or otherwise take into
consideration any such reissued or
resold Reference Bonds in respect of
the Notional Amount.
 4




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
 Conversion Event:
    
    The conversion of all or a portion of the Reference Bonds into Shares by the
Issuer pursuant to the terms of Article IV of the Indenture; provided that
such occurrence shall not be a Conversion Event unless following such
occurrence the total principal amount of all Reference Bonds outstanding in
less than the Notional Amount.Redemption Event:
    
    The redemption of all or a portion of the Reference Bonds by the Issuer
pursuant to the terms of Article III of the Indenture; provided that such
occurrence shall not be a Redemption Event unless following such occurrence
the total principal amount of all Reference Bonds outstanding in less than the
Notional Amount.Termination Ratio:
    
    With respect to any Conversion Event or Redemption Event, the ratio of (a) the
principal amount of the Reference Bonds subject to such Conversion Event or
Redemption Event to (b) the Notional Amount.
 Reference Bonds:
    
    Party Bs (also sometimes referred to as the Issuers) $125,000,000 aggregate
principal amount of 3.0% Convertible Subordinated Notes due 2007
(CUSIP: 204925AC5 (registered tranche); CUSIP; 204925AB7 (144A tranche)) convertible
into shares of $0.01 par value common stock of Party B (the Shares).Indenture:
    
    The Indenture dated as of February 20, 2002 between the Issuer and U.S. Bank
National Association, as trustee, as amended or supplemented from time to time.Business Days:
    
    London and New YorkCalculation Agent:
    
    Party A, whose determinations and calculations will be binding in the absence
of manifest error. The Calculation Agent will have no responsibility for good
faith errors or omissions in making any determination as provided herein.
 5




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
  3.
    
    Additional Termination Events: 3.1 The parties hereto agree that (i) the occurrence of any of the following
shall automatically be an Additional Termination Event with respect to Party
B in which Party B is the sole Affected Parry and this Transaction is the
only Affected Transaction, and (ii) notwithstanding anything to the contrary
in the Agreement, Party A may designate the date of the occurrence of any of
the following events, or any date thereafter, as the Early Termination Date
and Party B hereby agrees that upon verbal notice thereof by Party A, such
notice shall be deemed effective for purposes of Section 6 of the Agreement.  (a)
    
    An Amendment Event occurs (in which case the entirety of
this Transaction shall be subject to termination); or(b)
    
    A Repayment Event occurs (in which case this Transaction
shall only be subject to termination in respect of the Additional Terminated Amount
(defined below)). The Calculation Agent shall reduce the Notional Amount by the
Additional Terminated Amount and, for the avoidance of doubt, the terms of this
Transaction shall continue to apply to the remaining Notional Amount, if any.  3.2
    
    As used in this Section 3: Amendment Event means that the Issuer amends, modifies, supplements
or waives any term of the Indenture or the Reference Bonds if such
amendment, modification, supplement or waiver has a material effect on this
transaction or Party As ability to hedge all or a portion of this
Transaction, with such materiality determination to be made in the sole
discretion of the Calculation Agent. Repayment Event means that (a) any Reference Bonds are repurchased or
redeemed (in each case whether in connection with or as a result of a change
of control, howsoever defined, or for any other reason) by the Issuer, (b)
any Reference Bonds arc delivered to the Issuer in exchange for delivery of
any property or assets of the Issuer or any of its affiliates (howsoever
described), (c) any principal of any of the Reference Bonds is repaid prior
to the scheduled maturity date of the Reference Bonds (whether following
acceleration of the Reference Bonds or otherwise), or (d) any Reference Bonds
are exchanged by or for the benefit of holders thereof for any other
securities of the Issuer or any of its affiliates (or any other property, or
any combination thereof) pursuant to any exchange offer or similar
transaction; provided, however,that any such occurrence shall be deemed to
be a Repayment Event only if (and to the extent that), the aggregate
principal amount of all Reference Bonds previously subject to such
occurrences exceeds $50,000,000. For the avoidance of doubt, a Repayment
Event shall not include a Redemption Event or a Conversion Event. Additional Terminated Amount means the Notional Amount multiplied by
the ratio of (a) the principal amount of the Reference Bonds subject to the
Repayment Event to (b) the Notional Amount. 6




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
  4.
    
    Additional Party B Covenants and Representations:  4.1 Party B agrees to notify Party A in writing immediately, and in no event
later than within two (2) Business Days, of the occurrence of any Conversion
Event, Redemption Event, Amendment Event or Repayment Event. Such notice
shall include a detailed description of any such Amendment Event, shall
identify the nature of any such Repayment Event and the principal amount of
the Reference Bonds being paid and contain details of any Conversion Event
or Redemption Event. 4.2. Party B hereby represents that, on the Trade Date, it is not in
possession of any material non-public information concerning the Issuer or
the Reference Bonds and it has publicly disclosed all material information
concerning the Issuer and the Reference Bonds as may be required to allow
Party B to purchase or sell Shares or the Reference Bonds in compliance with
the applicable federal securities laws and that it has publicly disclosed
all material information with respect to its condition (financial or
otherwise).  5.
    
    Master Agreement Provisions:The following terms will apply to this Transaction as if such terms
were in the Schedule to the 1992 ISDA Master Agreement referenced in
the third paragraph of the Confirmation. Any reference to the
Agreement shall be deemed a reference to such 1992 ISDA Master
Agreements supplemented by the following terms.(a) Specified Entity. Specified Entity means Affiliates in relation
to Party A and
Party B for the purpose of the Default under Specified Transaction
provision (Section
5(a)(v)).(b) Specified Transaction. Specified Transaction will have the meaning
specified in Section 14.(c) Cross Default. The Cross Default provision (Section 5(a)(vi)) as
amended below will apply to Party A and Party B:Specified Indebtedness shall mean any obligation (whether present or
future, contingent or otherwise, as principal or surety or otherwise)
(a) in respect of borrowed money, or (b) in respect of any Specified
Transaction (except that, for this purpose only, the words and any
other entity shall be substituted for the words and the other party
to this Agreement (or any Credit Support Provider of such other party
or any applicable Specified Entity of such other party) where they
appear in the definition of Specified Transaction).Threshold Amount means the greater of (i) $10,000,000 (including
the United States Dollar equivalent of obligations stated in any
other currency or currency unit) or (ii) three percent (3%) of
shareholders equity in Party A or Party B, as applicable.(d) Credit Event Upon Merger.The Credit Event Upon Merger provision
(Section 5(b)(iv)) will apply to Party A and Party B restated as follows: 7




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
 Credit Event Upon Merger shall mean that a Designated Event (as
defined below) occurs with respect to a party (X), and such
Designated Event does not constitute an event described in Section
5(a)(viii) of this Agreement but the creditworthiness of X or, if
applicable, the successor, surviving or transferee entity of X, is
materially weaker than that of X immediately prior to such action
(and, in such event, such party or its successor or transferee, as
appropriate, will be the Affected Party). For purposes hereof, a
Designated Event with respect to X means that, after the Trade
Date of the first Transaction between the parties X consolidates
or amalgamates with or merges with or into, or transfers all or
substantially all its assets (or any substantial part of the
assets comprising the business conducted by X as of the execution
date hereof) to another entity.  (e) Automatic Early Termination. The Automatic Early Termination
provision of Section 6(a) will apply to Party A and Party B.(f) Payments on Early Termination.For the purpose of Section 6(e), the
Second Method and Loss will apply.(g) Termination Currency. Termination Currency means the currency
selected by the party which is not the Defaulting Party or the Affected
Party, as the case may be, or where there is more than one Affected
Party the currency agreed by Party A and Party B. However, the
Termination Currency shall be one of the currencies in which payments
are required to be made in respect of Transactions. If the currency
selected is not freely available, or where there are two Affected
Parties and they cannot agree on a Termination Currency, the
Termination Currency shall be U.S. Dollars.(h) Tax Representations.(i) Payer Representations. For the purpose of Section 3(e) of this
Agreement, Party A will make the following representation and Party B
will make the following representation:  It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or
on account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(f)
of this Agreement. (ii) the satisfaction of the agreement
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the other
party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement
and (iii) the satisfaction of the agreement of the other party
contained in Section 4(d) of this Agreement, provided that it
shall not be a breach of this representation where reliance is
placed on clause (ii) and the other party does not deliver a form
or document under Section 4(a)(iii) by reason of material
prejudice of its legal or commercial position. 8




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
  (ii) Payee Representations. For the purposes of
Section 3(f), Party A
and Party B make the representations specified below, if any:  The following representations will apply to Party A:  (A) Party A represents that it is entering into each Transaction
in the ordinary
course of its trade as, and is, a recognized U.K. bank as defined
in Section 840A
of the U.K. Income and Corporation Taxes Act of 1988.(B) Party A is a foreign person within the
meaning of Treas.
Reg. section 1.6041-4(a)(4).(C) Party A represents that, with respect to each Transaction and
with respect to any payment received or to be received by Party A pursuant
thereto, either (1) the entire amount of such payment is, or is treated as, income
effectively connected with the conduct of a trade or business in Specified Jurisdiction
B (ECI), (2) a portion of such payment is, or is treated as, ECI and, with
respect to the portion of such payment which is not, or is not treated as, ECI, Party A is a
resident of Specified Jurisdiction A fully eligible for the benefits of the
Business Profits provision, the Interest provision or the Other Income
provision of the Specified Treaty with respect to such portion and such portion is
not attributable to a trade or business carried on by Party A through a permanent
establishment in Specified Jurisdiction B or (3) with respect to the entire amount
of such payment, Party A is a resident of Specified Jurisdiction A fully eligible
for the benefits of the Business Profits provision, the Interest provision or the
Other Income provision of the Specified Treaty with respect to such payment and
such payment is not attributable to a trade or business carried on by Party A
through a permanent establishment in Specified Jurisdiction B.(D) With respect to each transaction, unless Party A advises
Party B to the contrary at least 20 business days prior to the
earliest date on which any Specified Jurisdiction B tax return
or report in respect of such Transaction is due, Party A shall
be deemed to have advised Party B, for Specified Jurisdiction B
tax reporting purposes, to treat the entire amount of all
payments received by Party A in connection with such Transaction
as ECI.For purposes of (C) and (D) above,Specified Jurisdiction A means the United Kingdom of Great
Britain and Northern Ireland.Specified Jurisdiction B means the United States of America.Specified Treaty means the income tax treaty between Specified
Jurisdiction A and Specified Jurisdiction B, entered into force
on March 31, 2003, upon the exchange of Instruments of
Ratification.  The following representation will apply to Party B: 9




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
  Party B is a corporation created or organized in the United States or under
the laws of the United States or of any State or of the District of Columbia
and it is not a foreign person for United States federal income tax
purposes.  (i) Documents to be Delivered. Each party agrees to deliver the
following documents as applicable: Party A and Party B (i) upon
execution of this Agreement and, if requested, upon execution of any
Confirmation, evidence reasonably satisfactory to the other party as to
the names, true signatures and authority of the officers or officials
signing this Agreement or any Confirmation on its behalf, (ii) upon
request, as soon as publicly available, a copy of the annual report for
such party containing audited or certified financial statements for the
most recently ended financial year and (iii) any document required or
reasonably requested to allow the other party to make payments under the
Agreement without any deduction or withholding for or on account of any
Tax or with such deduction or withholding at a reduced rate (including,
without limitation, U.S. Internal Revenue Service Forms W-8 BEN, W-8 ECI
or W-9). Such documents shall be covered by the Section 3(d)
Representation.(j) Addresses for Notices. For the purpose of Section 12(a):(i) (1) Address for notices or communications to
Party A (other than by facsimile) (for all purposes): Address:
    
    Credit Suisse First Boston InternationalOne Cabot SquareLondon E14 4QJEngland
 Attention:
    
    
    (1
    )
    
    Global Head of OTC Operations, Operations
DepartmentFacsimile No. +44 (0) 207 888 9503(2
    )
    
    Head of Equity Derivatives
TradingFacsimile No. +44 (0)
207 888 3765
  (2)
    
    For the purpose of facsimile notices or
communications under this Agreement (other than a notice or
communication under Section 5 or 6): Facsimile No.: +44 (0) 207 888 2686
    
    Attention:
    
    Managing DirectorLegal Department
 Telephone number for oral confirmation
of receipt of facsimile in legible form:
    
    +44 (0) 207 888 2028Designated responsible employee for the
purposes of Section 12(a)(iii):
    
    Senior Legal Secretary
 10




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
  (ii)
    
    Address for notices or communications to Party B (for all purposes): Address:
    
    Computer Network Technology Corporation6000 Nathan Lane NorthPlymouth, MN 55442Attention: Jeffrey Bertelsen, Comptroller
 Telephone No.: (763) 268-6117
    
    Facsimile No.: (763) 263-6810
  (k) Multibranch Party. For the purpose of Section 10(c): Party A is not a
Multibranch Party and Party B is not a Multibranch Party.(l) Credit Support Document.Details of any Credit Support
Document: Collateral Appendix, attached.(m) Governing Law.The Agreement and each Confirmation
thereunder will be governed by and construed in accordance
with the law of the State of New York without reference to
choice of law doctrine and each party hereby submits to the
jurisdiction of the Courts of the State of New York.(n) Independent Reliance. The parties agree to amend Section 3
of this Agreement by the addition of the following provision
at the end thereof and marked as subsection (g).  (g) Independent Reliance. It is entering into this
Agreement and will enter into each Transaction in
reliance upon such tax, accounting, regulatory, legal,
and financial advice as it deems necessary and not upon
any view expressed by the other party.  (o) Set-off.Without affecting the provisions of this
Agreement requiring the calculation of certain net payment
amounts, all payments under this Agreement will be made
without set-off or counterclaim; provided, however,that upon
the designation of any Early Termination Date, in addition to
and not in limitation of any other right or remedy (including
any right to set-off, counterclaim, or otherwise withhold
payment) under applicable law:  the Non-defaulting Party or the party that is not the
Affected Party (in either case, X) may, without prior
notice to any person, set off any sum or obligation (whether
or not arising under this Agreement, whether matured or
unmatured and irrespective of the currency, place of payment
or booking office of the sum or obligation) owed by the
Defaulting Party or Affected Party (in either case, Y) to X
or to any Affiliate of X, against any sum or obligation
(whether or not arising under this Agreement, whether matured
or unmatured and irrespective of the currency, place of
payment or booking office of the sum or obligation) owed by X
or any Affiliate of X to Y, and, for this purpose, may
convert one currency into another. If any sum or obligation
is unascertained, X may in good faith estimate that sum or
obligation and set off in respect 11




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
  of that estimate, subject to X or Y, as the case may be,
accounting to the other party when such sum or obligation is
ascertained.  Nothing in this Agreement shall be effective or deemed to
create any charge under English law.(p) Recording of Conversation. Each party to this Agreement
acknowledges and agrees to the tape recording of conversations
between the parties to this Agreement whether by one or other
or both of the parties and each party hereby consents to such
recordings being used as evidence in Proceedings.(q) Waiver of Right to Trial by Jury. Each party waives, to the
fullest extent permitted by applicable law, any right it may
have to a trial by jury in respect of any suit, action or
proceeding relating to this Agreement or any Credit Support
Document. Each party (i) certifies that no representative,
agent or attorney of the other party or any Credit Support
Provider has represented, expressly or otherwise, that such
other party would not, in the event of such a suit action or
proceeding, seek to enforce the foregoing waiver and (ii)
acknowledges that it and the other party have been induced to
enter into this Agreement and provide for any Credit Support
Document, as applicable by, among other things, the mutual
waivers and certifications in this Section.6.
    
    Account Details: Interest Rate Swap Transaction: Payments to Party A:
    
    To be advisedPayments to Party B:
    
    To be advised
 Credit Suisse First Boston International is regulated by The
Financial Services Authority and has entered into this transaction
as principal. The time at which the above transaction was executed
will be notified to Party B on request. 12




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
 Please confirm that the foregoing correctly sets forth the terms of
our agreement by signing and returning this Confirmation.  Yours faithfully,CREDIT SUISSE FIRST BOSTON INTERNATIONALBy:
    /s/
Damian BrettkellyName:
    Damian BrettkellyTitle:
    Assistant Vice President
OTC Derivative Support Group Confirmed as of the date first written above; COMPUTER NETWORK TECHNOLOGY CORPORATION By:
Name:
    
    /s/ Greg T. BarnumGreg T. BarnumTitle:
    
    Chief Financial Officer
 13




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
 COLLATERAL APPENDIX IN RESPECT OF THE CONFIRMATION
OF THE TRANSACTION BETWEEN
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
AND
COMPUTER NETWORK TECHNOLOGY CORPORATION (External ID: 8747615; TCN: 40051837)  This Appendix constitutes a security agreement under Articles 8 and 9 of the
Uniform Commercial Code of the State of New York (the UCC) with respect to
any Collateral.1.
    
    Definitions:1.1
    
    In this Appendix, the following expressions have the following
meanings:Banking Daymeans any day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency
deposits) in (a) London, and (b) in the case of a Transfer of permitted
Collateral (i) the location of the account into which such Transfer is
to be made, and (ii) either, in the case of a Transfer of Cash, the
principal financial centre of the currency of such Cash or, in the case
of a Transfer of other Permitted Collateral, the location of the account
out of which such Transfer shall be made and, if different, the place
where the Transfer will be registered (if applicable);Cashmeans US Dollars and such other currency or currencies as may
from time to time be acceptable to the Secured Party for the purposes
of this Appendix;Cash Collateralmeans Collateral comprising Cash;Collateralmeans all the Permitted Collateral Transferred to and held
by or for the Secured Party pursuant to this Appendix (for the
avoidance of doubt including, without limitation, Initial Collateral)
together with all proceeds, distributions, substitutions for and
additions to the foregoing in accordance with this Appendix and which
has not been retransferred to the Pledgor;Initial Collateralmeans Permitted Collateral Delivered to Party A
by Party B pursuant to Paragraph 4;Permitted Collateralmeans collectively Cash, US Treasuries and such
other assets as may from time to time be acceptable to the Secured
Party for the purposes of this Appendix;Pledgormeans Party B;Quasi Agency Obligationsmeans the negotiable debt obligations of the
US Government National Mortgage Association, the US Federal National
Mortgage Association, the US Federal Home Loan Mortgage Corporation,
the US Student Loan Marketing Association or a US Federal Home Loan
Bank; 14




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CREDIT
    
    FIRSTSUISSE
    
    BOSTON
  Relevant Percentagemeans, on any date, the percentage appearing
below opposite the relevant Permitted Collateral: RelevantType of Permitted Collateral
    
    PercentageUS Government Obligations:with a Residual Maturity of less than one year
    
    
    100
    %with a Residual Maturity equal to or
 greater than 1 year but less than 5 years
    
    
    98
    %with a Residual Maturity equal to or greater than 5 years but less than 10 years
    
    
    97
    %
  Other Permitted Collateral (excluding such percentage as shall from time to time US
Dollars)be specified by the Valuation Agent;  Required Amountmeans, in respect of any party on any date, an amount
expressed in US Dollars, agreed upon (orally or in writing) by Party A
and Party B on such date or, if Party A and Party B are unable promptly
to agree upon an amount on such date, the sum of:  (a)
    
    the Value of the Permitted Collateral required to be Delivered and
maintained pursuant to Paragraph 4; and(b)
    
    the amount, if any, determined by the Valuation Agent,
which would be payable by the Pledgor to the Secured Party under Section 6(e)(ii)(l) of the
Agreement if an Early Termination Date were to occur in respect of this Transaction on
such date, as a result
of a Termination Event on the basis that the Secured Party is not
the Affected Party and
provided that Loss will be determined by the Valuation Agent using
its estimates of the
total losses and costs (or gain, in which case expressed as a
negative number) that
would be borne by Party A upon an Early Termination of this
Transaction (as that term
is defined in the definition of Loss); provided that the amount
calculated under this
provision (b) shall be deemed to be zero whenever the calculation
described herein
produces a number less than zero;  Residual Maturitymeans, on any date, in respect of any Permitted
Collateral comprising securities, the residual maturity of such securities as of such date;Secured Partymeans Party A;Transfer or Transferredmeans the transfer by one party to the
other party (or its account) of Permitted Collateral:  (a)
    
    in the case of Cash, by wire transfer into one or more bank
accounts specified by the
recipient;(b)
    
    in the case of Permitted Collateral that cannot be
delivered by book entry, by delivery in
appropriate physical form for transfer and accompanied by duly
executed instruments
of transfer in blank and such other documentation as the recipient
of such transfer may
at any time reasonably request; or 15




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  (c)
    
    in the case of Permitted Collateral (other than Cash)
that can be delivered by book
entry, by giving written instructions to a Federal Reserve
Bank, or the Euroclear S.A./N.V. or Clearstream Bank, société anonymeclearing
systems, or any other depositary institution or entity agreed between the parties,
together with a written copy thereof to the recipient of such Permitted Collateral, which if
complied with would result in a legally effective transfer of the relevant interest
to such recipient; or(d)
    
    by any other method mutually acceptable to the parties.  As used herein, Transfer is intended to have the same meaning
as when used in UCC Section 8-313 or, where applicable, in any
federal regulation governing transfers of Permitted Collateral;US Dollarsand USSmeans the lawful currency of the United States of
America;US Government Obligationsmeans the negotiable debt obligations
of the United States of America issued by the US Treasury
Department or any other agency thereof, or negotiable debt
obligations which are fully guaranteed or guaranteed as to
principal and interest by the United States of America, provided
that such obligations shall have a Residual Maturity as of the
date of their Transfer to the Secured Party of less than ten (10)
years, and, for the avoidance of doubt, Quasi Agency Obligations
shall not constitute US Government Obligations;Valuation Agentmeans Party A;Valuation Datemeans every day which is a New York Business Day
during the operation of this Collateral Appendix; andValuemeans on any date:  (a)
    
    with respect to US Dollars, the amount thereof;(b)
    
    with respect to Cash comprising currencies other than
US Dollars, the equivalent amount thereof in US Dollars, determined by the Valuation
Agent, multiplied by the applicable Relevant Percentage,(c)
    
    with respect to any US Government Obligations, the bid
price for such US Government
Obligations, obtained by the Valuation Agent and expressed in
US Dollars, multiplied
by the applicable Relevant Percentage; and(d)
    
    with respect to any other Permitted Collateral, the
fair market value thereof (expressed
in US Dollars) on such date as determined in any reasonable
manner by the Valuation
Agent multiplied by the applicable Relevant Percentage.  1.2
    
    References to Paragraphs are to Paragraphs of this Appendix. 16




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  2.
    
    Grant of Security Interest:  2.1
    
    As continuing security for the payment and discharge of all its
obligations under the
Agreement and subject to Paragraph 2.2, the Pledgor, as sole beneficial owner hereby
pledges and grants to the Secured Party a first priority security interest in, lien on, and
right of set-off against, the Collateral and agrees to do all acts and execute and deliver
all documents necessary to ensure that the Collateral remains at all times subject to the
pledge and security interest referred to in this Paragraph 2.  2.2
    
    Although the parties intend that the Pledgor shall have no continuing right, title or interest in or
to Cash Collateral, in the event that the Pledgor is deemed to have any right, title or interest
therein, the foregoing Paragraph 2.1 shall apply to such Cash Collateral.2.3
    
    The rights of the Secured Party with respect to any Collateral Transferred hereunder shall
include, in addition to and without limiting any other rights
provided for in this Appendix, the
right on any terms to use, commingle, sell, pledge, repledge,
hypothecate, assign, or otherwise
dispose of such Collateral, provided that no such transaction shall
relieve the Secured Party of
its obligations to return such Collateral pursuant to this Appendix.3.
    
    Conditions Precedent:Any obligation on the part of the Secured Party to make a
Transfer pursuant to this Appendix is subject to the following
conditions precedent;  (a)
    
    no Event of Default, Termination Event and/or any event
or condition, that with the
giving of notice or passage of time, or both, would constitute
such an Event of Default
or Termination Event, has occurred and is continuing as of the
date for such Transfer
with the Pledgor as the Defaulting Party or the Affected Party
(as the case may be); and(b)
    
    no breach by the Pledgor hereunder of any obligation to
the Secured Party for any
payment or delivery arising otherwise than under the Agreement
has occurred and is
continuing as of the date for such Transfer.  4.
    
    Initial and On-going Collateral:On the Trade Date Pledgor shall Deliver to Secured Party
Permitted Collateral, having a Value not less than 2.36% of the
Notional Amount, in accordance with the delivery instructions in
Section 6 of the Confirmation. After the Trade Date, Pledgor will
maintain Permitted Collateral with the Secured Party in
conformity with the following table: January 7, 2003 to February 15, 2004
    
    2.36% of Notional AmountFebruary 16, 2004 to August 15, 2004
    
    2.11% of Notional AmountAugust 16, 2004 to February 15, 2005
    
    1.86% of Notional AmountFebruary 16, 2005 to August 15, 2005
    
    1.50% of Notional AmountAugust 16, 2005 to February 15, 2006
    
    1.13% of Notional AmountFebruary 16, 2006 to August 15, 2006
    
    0.756% of Notional AmountAugust 16, 2006 and thereafter
    
    0.38% of Notional Amount
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  5.
    
    Delivery of Collateral:Where, on any Valuation Date, the Required Amount exceeds the Value
of the Collateral held by the Secured Party on such date by at
least $250,000, the Pledgor shall, if requested by the Secured
Party, Transfer to the Secured Party Permitted Collateral having a
Value equal to such excess (rounded upwards to the nearest integral
multiple of US$100,000) within two (2) Banking Days of such
request.6.
    
    Return of Collateral:6.1
    
    Where, on any Valuation Date, the Value of Collateral held by the
Secured Party exceeds
the Required Amount on such date by at least $250,000, the Secured
Party shall, if requested by the Pledgor and subject to Paragraph
3, Transfer to the Pledgor Collateral having a Value equal to such
excess (rounded downwards to the nearest integral multiple of
US$100,000) within two (2) Banking Days of such request.6.1
    
    The Secured Party may in lieu of returning to the Pledgor any
Collateral comprising securities (as such term is defined in the UCC
return securities which are fungible (as such term is used in
Section 1-201(17) of the UCC) therewith in satisfaction of its
obligations under this Paragraph 6.7.
    
    Interest on Cash Collateral:7.1
    
    Cash Collateral shall accrue interest for the benefit of the Pledgor at a rate equal to the
overnight rate for deposits in US Dollars as displayed on Telerate page 118 and will be
compounded on each Business Day provided that if, for any reason. Telerate page 118
shall be unavailable or any Cash Collateral shall comprise a currency other than US
Dollars interest shall accrue at such rate and be compounded on such days as the
Secured Party shall reasonably determine.7.2
    
    Interest accruing hereunder on Cash Collateral shall accrue from the date that the deposit of
such Cash is confirmed to or to the order of the Secured Party and, subject to Paragraph 3, shall
be paid to the Pledgor within two (2) Banking Days of the last day of each month, provided that
such interest shall only be paid to the Pledgor to the extent that such interest when added to the
Value of the Collateral, as of the date of such payment, exceeds the Required Amount on such
date and any such interest not paid to the Pledgor shall be an accretion to the Collateral.8.
    
    Substitution:The Pledgor may, with the prior consent of the Secured Party (such
consent not to be unreasonably withheld), substitute other
Permitted Collateral for existing Collateral. In the event of the
Secured Party granting its consent thereto the Pledgor shall pay
all the costs involved in effecting such substitution and, subject
to Paragraph 3, the Secured Party shall Transfer to the Pledgor the
existing Collateral which is the subject of the substitution as
soon as practicable after the Secured Party shall be satisfied that
it has received Permitted Collateral in 18




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  replacement therefor having a Value, on the date of Transfer, not
less than that of the Collateral being substituted.9.
    
    Responsibility for and Care of Collateral:9.1
    
    Subject to Paragraph 12 all rights and powers conferred on or
exercisable by the registered
holder, bearer or legal owner of the Collateral (excluding Cash
Collateral) shall be exercisable
by the Pledgor or as the Pledgor shall direct and the Pledgor shall
remain liable to observe and
perform all conditions and obligations in respect of the Collateral
(excluding Cash Collateral).
The Secured Party shall, upon its receiving express and unequivocal
instructions from the
Pledgor, take all action necessary on its part to ensure that all
such rights and powers are
exercised in accordance with the Pledgors instructions, provided
that the Secured Party shall
not be obliged to act in accordance with the Pledgors instructions
where: (a) such instructions
involve any expense, and such expense has not been funded in advance
by the Pledgor; or (b) to
act in accordance with such instructions may reduce or in any way
prejudice the value of such
Collateral, and provided further that the Secured Party shall
otherwise have no duty with
respect to Collateral including, without limitation, any duty to
collect any proceeds or enforce
or preserve any rights pertaining thereto.9.2
    
    The Pledgor hereby undertakes not to exercise such rights as it may
have retained in respect of
the Collateral in such a way as to reduce or prejudice in any way
the value of the Collateral.9.3
    
    The parties acknowledge and agree that upon the Transfer of
Collateral to the Secured Party, or
to an agent or custodian to receive and hold Collateral for or on
behalf of the Secured Party for
purposes of establishing the security interest of the Secured Party
hereunder, such Collateral
will not necessarily be registered in the Pledgors name; provided,
however, that such
Collateral will continue to be subject to Pledgors on-going
beneficial interest as affected by the
Secured Partys security interest.10.
    
    Representations, Warranties and Undertakings:The Pledgor represents and warrants that the provisions of
Section 3 of the Agreement apply in full force and effect and,
without limiting the foregoing:  (a)
    
    it has the power to enter into the Transaction and to
execute and deliver this
Confirmation and perform its obligations hereunder (including,
for the avoidance of
doubt, under this Appendix);(b)
    
    its obligations under the Transaction (including, for
the avoidance of doubt, under this
Appendix) constitute its legal, valid and binding obligations,
enforceable in accordance
with their respective terms;(c)
    
    it has taken all necessary action to authorise such
entry, execution, delivery and
performance;(d)
    
    such entry, execution, delivery and performance do not
violate or conflict with any
applicable law, any provision of its constituent documents, any
order or judgement of 19




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  any court or other agency of government applicable to it or any
of its assets or any contractual restriction binding on or
affecting it or any of its assets;(e)
    
    it is and will at all times be the sole, lawful and
beneficial owner of the Collateral free
from all encumbrances and forms of security interests (except for
the charge or other
security interest, howsoever described, created hereby), and no
other person has, or will
at any time have, any proprietary right or interest therein;(f)
    
    except for the first priority security interest (howsoever
described) in favor of the
Secured Party, no person has, (or in the case of after-acquired
Collateral, at the time the
Pledgor acquires rights therein, will have) any right, title,
claim or interest (by way of
charge, lien, mortgage, pledge, security interest (however
described) or other
encumbrance, or otherwise) in, against or to the Collateral;(g)
    
    it will not (without the prior written consent of the
Secured Party at any time) sell or
agree to sell or otherwise dispose of, or agree to dispose of, the
Collateral; and(h)
    
    it will ensure, so far as it is able, that the
Collateral is and at all times remains free from any restrictions
on transfer.  11.
    
    Events of Default:Notwithstanding anything to the contrary in the Agreement, the
occurrence at any time with respect to the Pledgor of any of the
following events constitutes an Event of Default with respect to it for
the purposes of the Agreement:  (a)
    
    failure by it to Transfer Permitted Collateral in
accordance with Paragraphs 4 and 5, if
such failure is not remedied within one (1) Banking Day of notice
of such failure being
given to the Pledgor;(b)
    
    failure by it to comply with or perform any other provision
required to be complied
with or performed by it which is contained in this Appendix if
such failure is not
remedied within seven (7) days of notice of such failure given to
the Pledgor;(c)
    
    the failing or ceasing of any provision of this Appendix to
be in full force and effect
prior to the satisfaction by the Pledgor of all its obligations to
the Secured Party under
the Agreement; or(d)
    
    the Pledgor disaffirms, disclaims, repudiates or rejects,
in whole or in part, or
challenges the validity of, any part of this Appendix.  12.
    
    Secured Partys Rights and Remedies:  Upon the occurrence and continuance of any Event of Default with
respect to the Pledgor or any Termination Event, or the breach by
the Pledgor of any payment or delivery to the Secured Party
otherwise than under the Agreement, the Secured Party may, to the
extent permitted by applicable law, exercise as to all Collateral
then held by the Secured Party (or by a custodian for benefit of
the Secured Party) the rights and 20




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  remedies of a secured party under the UCC and as otherwise
provided by law and, in addition, at its sole option and without
notice to or demand upon the Pledgor, may exercise any or all of
the following remedies:  (a)
    
    set off the Secured Partys obligation to repay any Cash to
the Pledgor, against any
amounts owing to the Secured Party by the Pledgor; and/or(b)
    
    liquidate and apply all or any part of any Collateral other
than Cash in any manner
deemed commercially reasonable by the Secured Party, with the
proceeds of such
liquidation constituting Cash Collateral hereunder; and/or(c)
    
    set off the value of such Collateral against any amounts
owing to the Secured Party by
the Pledgor.  13.
    
    Delivery Default:If the Pledgor fails to make, when due, any Transfer of Collateral,
it shall pay to the Secured Party, to the extent permitted under
applicable law, an amount equal to interest at the Default Rate (as
that expression is defined in the Agreement) multiplied by the Value
of the Collateral which was required to be Transferred, from (and
including) the date that such Collateral was required to be
Transferred to (but excluding) the date of the Transfer. This
interest will be calculated on a daily rate by reference to the
actual number of days elapsed.14.
    
    Currency Conversion:The equivalent on any day in one currency (the first currency) of
an amount denominated in another currency (the second currency)
shall be an amount in the first currency equal to the amount which
the Valuation Agent would have received if the Valuation Agent had
on such day made a purchase of the first currency with such amount
of the second currency at its then prevailing offered spot rate of
exchange.15.
    
    Set-off:  Upon the designation or deemed designation of any Early
Termination Date, in addition to and not in limitation of any
other right or remedy (including any right to set-off,
counterclaim, or otherwise withhold payment) under applicable
law, the Non-defaulting Party or the party that is not the
Affected Party (in either case, X) may, without prior notice
to any person, set off any sum or obligation (whether or not
arising under the Agreement (including, without limitation this
Appendix), whether matured or unmatured and irrespective of the
currency, place of payment or booking office of the sum or
obligation) owed by the Defaulting Party or Affected Party (in
either ease, Y) to X or to any Affiliate of X, against any sum
or obligation (whether or not arising under the Agreement
(including, without limitation this Appendix), whether matured
or unmatured and irrespective of the currency, place of payment
or booking office of the sum or obligation) owed by X or any
Affiliate of X to Y, and, for this purpose, may convert one
currency into another. If any sum or obligation is
unascertained, X may in good faith estimate that sum or
obligation and set off in respect of that estimate, subject 21




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  to X or Y, as the case may be, accounting to the other party
when such sum or obligation is ascertained. 16.    Security and Performance Assurance: For the avoidance of doubt the parties agree that:  (a)
    
    Cash Collateral, is not, and shall not be deemed to be,
client money for the
purposes of the Financial Services Authority Client Assets
Rules (the Rules), as
amended from time to time, and as a consequence such Cash
will not be segregated
from that of the Secured Party, will be used by the Secured
Party in the ordinary
course of its business and will not be subject to the
protections conferred by the Rules.
In such circumstances the Pledgor will be a general creditor
of the Secured Party; and(b)
    
    Collateral constitutes security and performance
assurance without which the
Secured Party would not otherwise enter into and continue
any and all Transactions.  17.
    
    Notices:Any notice or demand to be given to or made by the Secured
Party or the Pledgor pursuant to this Appendix shall be made as
specified in Section 12 of the Agreement save that such notice
or demand:  (a)
    
    if given to the Secured Party, shall be given to
or made in accordance with the
following details:- Address:
    
    Credit Suisse First Boston InternationalOne Cabot Square, London E144QJ EnglandAttention:(1
    )
    
    Global Head of OTC
Operations, Operations DepartmentFacsimile No. +44 (0) 207 888 9503(2
    )
    
    Head of Equity Derivatives TradingFacsimile No. +44 (0) 207 888 3765
  or in accordance with such other details as the Secured
Party may from time to time notify (in accordance with the
terms of this Paragraph 17) to the Pledger; and(b)
    
    shall be deemed to be effective at the time such
notice is actually received unless such
notice is received on a day which is not a Banking Day, or
after 4.00 p.m. London
time on any Banking Day, in which event such notice shall be
deemed to be effective
at 9.00 a.m. London time on the next succeeding Banking Day. 22