alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
Exhibit 10.3


 





 


October 17,
2008


 


Mr. Charles A. Berardesco


Vice President, Deputy
General Counsel,


            Chief Compliance Officer & Corporate
Secretary


Constellation Energy Group, Inc.


100 Constellation Way - Suite 1700P


Baltimore,
Maryland  21202


 


                Re:  Waivers.


 


Dear
Charlie:


 


This letter is in connection with the transactions contemplated by the
Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 19, 2008, by and
among Constellation Energy Group, Inc., a Maryland corporation (“Constellation”),
MidAmerican Energy Holdings Company, an Iowa corporation, and MEHC Merger Sub
Inc., a Maryland corporation (the “Merger”).


 


In
consideration of my continued employment with Constellation on an at-will basis
after the date of this letter and other good and valuable consideration, I
acknowledge I have received, I hereby amend my Change in Control Severance
Agreement, made as of January 27, 2006 (the “Agreement”), to
provide that, in the event of my Qualifying Termination (as defined in the
Agreement) following the Merger, the Severance Benefit payable pursuant to Section 2(a) and
Section 3(a), as applicable, shall be equal to the lower of (A) $2,000,000
and (B) one times (instead of two times) the sum of sub-clauses (i) and
(ii) of Section 2(a) of the Agreement.  This amendment to the Agreement is effective
immediately, but will be terminated and rendered null and void if the Merger
Agreement is terminated before consummation of the Merger.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/
  John R. Collins

  
	
   

  	
  John
  R. Collins

  
	
   

  	
  Chief
  Financial Officer, Executive Vice 

  President

  



 


ACKNOWLEDGED AND ACCEPTED:


 


CONSTELLATION ENERGY GROUP, INC.


 


 


	
  By:

  	
  /s/
  Charles A. Berardesco

  	
   

  
	
   

  	
  Charles A. Berardesco

  
	
   

  	
  Vice
  President, Deputy General Counsel,

  
	
   

  	
  Chief
  Compliance Officer & Corporate Secretary
# **EXHIBIT 23.1**

 

**CONSENT OF INDEPENDENT ACCOUNTANTS**

 

 

We hereby consent to the incorporation by reference in the registrationstatements on Form S-8 (333-19127, 333-19145, 333-80187, 333-42444, 333-52236and 333-77006) and on Form S-3 (333-91211) for Cornell Companies, Inc. and itssubsidiaries of our report dated March 11, 2004 relating to the financialstatements that appear on this Form 10-K.

 

 

Houston, Texas

March15, 2004

 

----
<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000351116
<NAME> FREEPORT-MCMORAN INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           5,320
<SECURITIES>                                         0
<RECEIVABLES>                                   51,815
<ALLOWANCES>                                         0
<INVENTORY>                                    159,238
<CURRENT-ASSETS>                               242,972
<PP&E>                                       1,889,192
<DEPRECIATION>                                 942,934
<TOTAL-ASSETS>                               1,243,774
<CURRENT-LIABILITIES>                          158,215
<BONDS>                                        475,873
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                     50,084
<COMMON>                                           340
<OTHER-SE>                                      26,724
<TOTAL-LIABILITY-AND-EQUITY>                 1,243,774
<SALES>                                        211,872
<TOTAL-REVENUES>                               211,872
<CGS>                                          155,998
<TOTAL-COSTS>                                  155,998
<OTHER-EXPENSES>                                 6,222
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               9,273
<INCOME-PRETAX>                                 26,545
<INCOME-TAX>                                     1,186
<INCOME-CONTINUING>                              1,971
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,971
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04
        

</TABLE>
<PAGE>
                                                                    EXHIBIT 23.2



                       CONSENT OF INDEPENDENT ACCOUNTANTS


As independent accountants, we hereby consent to the use of our report dated
February 4, 2000, on our audit of the financial statements of Ferronor S.A. (a
Chilean corporation and subsidiary of RailAmerica), for the year ended December
31, 1999 and to all references to our firm included in its December 31 Form
10-K.


/s/ Langton Clarke Limitada
-----------------------------------------
LANGTON CLARKE LIMITADA,
a member firm of Andersen Worldwide S.C.
(formerly ARTHUR ANDERSEN - LANGTON CLARKE)
Santiago, Chile
March 27, 2002
# CE2004088EN.01017401.xml

| 8.4.2004 | EN | Official Journal of the European Union | CE 88/174 |
| --- | --- | --- | --- |

8.4.2004

EN

Official Journal of the European Union

CE 88/174

---

(2004/C 88 E/0182)

WRITTEN QUESTION E-0272/04

by Mario Borghezio (NI) to the Commission

(5 February 2004)

Subject:   Timisoara international port

Subject:

The dark shadow of speculation is beginning to be cast on the construction of Timisoara international port in Romania, a project aimed at making Romania the ‘gateway to the East’.

The choice of location, originally 150 ha of public land to the north of the city, which has already been approved by the EU, has been unexpectedly changed to a site covering only 30 ha, which could potentially be increased to only 70 ha, in an area south of the city, towards Serbia, a direction that would rule out the benefits brought by heavy vehicles. The original choice, which included the constraint that, in the event of the port not being built there, the land would automatically revert to agricultural use, clearly excludes any possibility of property speculation; the same cannot, however, be said of the current choice.

Does not the Commission intend, in view of the possibility that European funds might be granted to help carry out this project, to gain a better insight into the disturbing aspects of the choice of the new location of the Timisoara international port?

Answer given by Mr Verheugen on behalf of the Commission

(11 March 2004)

(11 March 2004)

The Commission is aware of the project to build a multi-modal platform in Timisoara, but has not been asked to give its approval to any proposed location. Furthermore, since EU pre-accession funding has not been requested, the Commission does not intend to take a position on the issue of the location of this terminal.

---
·. 

.. 

. . 

. , 

ii,; 

., 

.. 

~I 

•' 

. 

. ;1 

.. ... 

. . 

•., 

. 

~. I 

.• 

REF ID:A72199 

NATIONAL SECURITY AGENCY 

Washington 25, D. C, 

NSA REGULAT!ON NUMRr~R 20-13 31 Mt.trch 1953 

NATIO:t.TAL SECURITY AGENCY EXECUTIVE DEVELOPMENT BOlRD 

ESTABLISHMENT • • • • 

MISSION • • • • • • • 

MEMBERSHIP • • • • • 

FUNCTIONS • • • • • • 

PROCEDURE • • • • • • 

• 

• 

• 

. 

• 

• 

• 

• 

• 

• 

• • • . . • • . • • • • 

• • • • 

• • • • 

SECTION I - ESTABLISHMENT 

SECTION 

• I 

• II 

• III 

• IV 

• v 

• 

The National Security Agency Executive Development Board is hereby established • 

• 

SECTION II - MISSION 

The mission of the Executive Development Board is 

to give top-level management guidance to the NSA Executive 

Development Program in program planning, trainee selection, 

rotation of key executives and evaluation of the program's 

results • 

SECTION III - MEMBERSHIP 

The Exeoutive Development Board shall consist of ten 

members designated by the Director to serve at his option • 

Rotation of membership is desirable in order to encourage 

broad interest in the program's development. Members will 

be selected so as to represent as wide a range of partici- pation among organizational segments of NSA as possible • ~~members may be appointed as necessary. 

SECTIOM IV - FUNCTIONS 

. The Executive Development Board is responsible to 

the Director for: 

a. Evaluating the long-term objectives of the 

Executive Development Prog:ram. 

@'pproved for Release by NSA on 02-06-2014 pursuantto E.O. 1352a 

• 
N~/l REGULATIO. 

Nl.TM BER 2 0.; i 

REF ID:A72199 A 

• 31 March 1953 

b. Selecting executives and potent:tal executives 

for training in the Executive Development Program. 

c. Scheduling job-rotation plans for selected top- level executives in order to prepare theee executives 

for greater responsibilities. 

d. Acting on such Executive Develooment matters as 

may be referred to it for study and recommendations. 

SECTION V - PROCEDURE 

The Executive Development Eoard shall: 

a. Meet on call of the Chairman as frequently as 

he determines necessary. In the absence of the Chairman his alternate will assume the chair • 

• 

b~ Adopt ~ts own rules of procedure consistent 

with the policies of ·the Director and the provisions qf 

this charter. j 

Reports -and recommendat~ons resulting from t~e Bdard's 

study will be forwarded to the Director for such action as 

he may deem necessary. i 

EY COMMAND OF LIEUTENANT GENERAL CANINE: 

OPFICIAL: 

I,TJ0TJES 

,Maj AGC 

.l\saistant /1G 

DISTRIBlrrt1ION l· i 

- 2 -

ALFRED R. MJ\RCY 

.colonel,US Army Chief of Ste.ff 

I
<PAGE>

                                                                    Exhibit 4.19

To Metin Colpan

Dear Dr. Metin Colpan:

In addition to your contract as a managing director with the Company dated July
1, 1985, we hereby agree as follows:

    1.  In the event of a "change of control" you will receive compensation. A
        "change of control" is defined as
           -   As used herein, a "Change in Control" shall be deemed to have
               occurred if (i) there is a sale or transfer of all or
               substantially all of the assets of the Company in one or a series
               of transactions; or (ii) there is a merger or consolidation of
               the Company whether or not approved by the Board of Directors,
               other than a merger or consolidation which would result in the
               voting securities of the Company outstanding immediately prior
               thereto continuing to represent (either by remaining outstanding
               or by being converted into voting securities of the surviving
               entity or the parent of such corporation) more than 50% of the
               total voting power represented by the voting securities of the
               Company or such surviving entity or parent of such corporation
               outstanding immediately after such merger or consolidation.

    2.  The compensation is calculated as follows:
               ((13 x the then current monthly salary)+bonus) x 5 = compensation

           -   the monthly salary is the agreed gross salary as per the
               employment contract in the month in which the change of control
               occurs
           -   the bonus is the gross bonus and other variable cash components
               that were agreed for the year in which the change of control
               occurs
           -   Other compensation components (e.g. company car) are not
               considered for the calculation of the compensation
           -   The treatment of granted stock options is agreed on in a separate
               document.

    3.  The compensation is a gross sum which is subject to tax and other
        standard deductions

    4.  The compensation is to be paid within 3 months after the change of
        control

    5.  This agreement is valid for all changes of control pursuant to article 1
        of this agreement and which occurs on or before Oct. 10, 2007.

    QIAGEN GmbH

    (Represented by the sole shareholder, QIAGEN NV)
```

                                                    FIRST M & F CORPORATION

EXHIBIT 32

SECTION 1350 CERTIFICATIONS

         In connection with the Quarterly Report of First M&F Corporation (the "Company") on Form 10-Q for the period ended
March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Hugh S. Potts, Jr.,
Chief Executive Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that:

A.       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

B.       The information contained in the Report fairly presents, in all material respects, the financial condition and
         results of operations of the Company.

Date:    May 10, 2005

                                                             /s/ Hugh S. Potts, Jr.
                                                             -----------------------------------------------
                                                              Hugh S. Potts, Jr.
                                                              Chairman and Chief Executive Officer

         In connection with the Quarterly Report of First M&F Corporation (the "Company") on Form 10-Q for the period ended
March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John G. Copeland,
Chief Financial Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that:

A.       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

B.       The information contained in the Report fairly presents, in all material respects, the financial condition and
         results of operations of the Company.

Date:    May 10, 2005

                                                             /s/ John G. Copeland
                                                             -----------------------------------------------
                                                              John G. Copeland
                                                              EVP & Chief Financial Officer
```
<PAGE>   1


                                                                      EXHIBIT 24



March 12, 2000


Mr. Narendra N. Borkar, CEO and
Ms. Jennifer Evans, Assistant Secretary
Caraco Pharmaceutical Laboratories, Ltd.
1150 Elijah McCoy Drive
Detroit, MI 48202

Caraco Pharmaceutical Laboratories, Ltd. is required to file an Annual Report on
Form 10-K for the year ended December 31, 1999 with the Securities and Exchange
Commission within 90 days after the end of the year.

We hereby make, constitute and appoint each of you our true and lawful attorney
for each of us and in each of our names, places and steads to sign and cause to
be filed with the Securities and Exchange Commission said Annual Report with any
necessary exhibits, and any amendments thereto that may be required.

Very truly yours,


/s/ David W. Adamany                             /s/ Narendra N. Borkar
-------------------------------                  -------------------------------
David W. Adamany                                 Narendra N. Borkar

/s/ Sailesh T. Desai                             /s/ David A. Hagelstein
-------------------------------                  -------------------------------
Sailesh T. Desai                                 David A. Hagelstein

/s/ Jay F. Joliat                                /s/ Phyllis Harrison-Ross
-------------------------------                  -------------------------------
Jay F. Joliat                                    Phyllis Harrison-Ross

/s/ Dilip Shanghvi                               /s/ Sudhir Valia
-------------------------------                  -------------------------------
Dilip Shanghvi                                   Sudhir Valia
|   | (1) | The      Report fully complies with the requirements of section 13(a) or 15(d) of      the Securities Exchange Act of 1934;and |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | The      information contained in the Report fairly presents, in all material      respects, the financial condition and results of operations of the      Company. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Date:      August 18, 2009 | By:  | /s/      Joe Noto                                                       |
|----------------------------|-----------|-------------------------------------------------------------------------|
|                       |      | Joe      NotoChief      Financial Officer (principal accountingofficer) |

----
'/ 

-· 

asOAS-72 

lLJJ ~ - rD.HLlW U ~ JlEPARr.tar OF THE ARMY 

mADQUARTERS ARM? SECURITY AGENCY 

WASlBINGl'ON 251 D. C. 

SUBCOMKIT'l'D REPORT WO o 28 

~ FOR ARM! SECORM AGJ§ICY TECBNICAL C<HJllTTIE 

1 March 1949 

S11b3eet: ReTiew qt Ci'J)b()~, Cif'ax, and Ciirieion lReaeuch and 

Derrelopmant Projects 

1. Rl!FERENCJ!S : 

a. IRS dated 16 J'ebruarJ i949 from SecrGts'y11 ASatl'C to Chairman, 

Ciphony, Cifu, and Civ1s1on Subcommittee, eubJect: Renew Of Research end 

Ibvelopment ProJecta. 

b. War Department Circular 126. subject: Research and Development., and Classification of Materiel, Section Ill, ~ph 13, dated 17 Mq 

1941. . 

2. DISCWSIONi 

a. Apneies Concerned: 

(1) Dlreoting Agenc1: Army Security Agency 

(2) Other Interested Agencies: U .s. llaVJ 1 tJ8AJ' » AW, and Signal 

Corps 

. b~ l!n>O&..!: 

To insure contormi tt w1 th the Depe.rtment at the Ar'l1f3 ResearclJ ~ 

Developmnt Program, to eliminate duplicatillg and unproductive activities,· 

to iuure records cm all proj~cta ae kept current, and to insure prompt action 

on all completed prejeets. 

3. tmcOMMDDlTIOIS: 

'1'1;1.a Subcommittee recommnde that: 

a. The following projects be continued and the asaignsd. prioritise re· 

main the same as ind1ca'ted. 

Declassified and approved for release by NSA on 08-07-2013 pursuantto E .0. 1352a 
.. ~ ..-..-.. •ml rftl~nH• DA Pro~ect Number ~~]jj~ ~t PriGriti1' . pa 1 .... f WI 

~-20 ... 001 Cenaral Ciphony Bssearch 1..,-lt . ~ 

29-20...()()2 v1ae ~ Ldtf Echelon Pulse ~ne Oiph1X11 System(AsAY 8) l~ 29-20..003 Voi,ce Freqwmcy Ba1Vi128 ~d Dcmbli'DS . l..C 

29...22..00i Liaison .U TestiDg N3AY ~, 3 1-B 29-22c.O~ Further Dsvelo-.nt Of Te~t11>9writer 

~da.P,tar ·ror "S~h EqUipaient >SAT 21 3 l..C ~-22~ Deve~pment ot an Eisht•LeveJ. ll1gb 

Securit7 C1ph001 System vith On_.Ott 1-B . itransmiss ion. (ASAY 6) 

29-22-oor+ Speech EqUipmnt N3AY 4 l..a 

29""22-005 Speech Equipmnt ASAY 5 l...B 29-2~ .. oo6 Recorder and Beproclucer .;tr;r Ono-Tim,, Lq 

i-B' for ASAY 2,, 3 

29 .. 22-007 MOditicat10~ of Speech,Equipnient .ASAY 2, 3 lfllll · 29-2~-00S ·Cryptdgraphic Dosjf° ot 'Kay Ceneraiior for 

Atf/mC-P.'j (AS.AT 7 . . . 1-:B 

29-25-001 General Cifaz Research . 1.....13 29-26-~' Deveilopne~ of /ISAX. 2 ~ 1-B 29~-003 bevelopnrmt of AS.AX 3 l-B 

'b. The f'ollaving prct~ects be terminated as cotipleted. 

DA Project N~. Title 

. .• Pr1or~w I 

°29.--25-oo.2 SJnchronous Motor Drive Inveetjgation l..B 29·2P ... 001 hrthel" .De9elepment of Cifex Aaapter f cr 

S1>$ech Equipment N3AY 2, 3 l...C 

2-l.aOO am Cif'ax S19tem i..C 

. 4. EXHIBl'l'S: 

There are no exhibits to this report. 

~e.-W~ CIARSflOE C. WBIGRT 

Cha1J.'TJIUlg Ciphcmy,, Cif'ax 

and Civision Subcommittee 

•'
REF ID:A516924 

iOP SfCREFI PPf NiDFO DOCUMENTS COtUAIM { u E t\li.Ji.D MATERIAL 

-

. . k , ~ ... .;._a u·""-"'1/S 1 70 ·-'""'"'"""...., 

/..Pf d~·orn DO~UMENTS CONTAlft 

COuE WORD MATERIAL 

TOP SECRET 

eclassified and a roved for release b NSA on 03-07-2014 ursuant to E.O. 1352 
Thia docwne9~ be ?ejld onlTyJ;l!llse..R"ruonnel officially indoctrinated in ac .nee with com- rn:tation ~te"IL. ~¥Ce ~urity gulationli nd authorized to receive the inforrnatio .. reporte·. d herein. 

~ l.l''.i· '•I ''I T~ ..L'-' '-' r-.1 ... · V I ·-' · ' '-" 

1 EO 3.3(h)(2) 

'l!OP SBGRB! Sl:RmE = SBel:JRI'ff fNf'eRMlt'i'IeN PL 86-36/50 USC 3605 

WCS/S-SS/Rl FINAL 21 May 1952 

REPORT TO SECURITY OOMMIT'l'EE OF THE 

Distribution: 

All members Security Committeeo 

_ 4 \rlJ bl\. 0 /S 170 

ARMED FORCES SECURITY AGENCY
<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF XTRA CORPORATION FOR THE PERIOD
ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US DOLLAR
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-START>                             OCT-01-1997
<PERIOD-END>                               SEP-30-1998
<EXCHANGE-RATE>                                      1
<CASH>                                       3,000,000
<SECURITIES>                                         0
<RECEIVABLES>                              122,000,000
<ALLOWANCES>                                16,000,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                   2,200,000,000
<DEPRECIATION>                             748,000,000
<TOTAL-ASSETS>                           1,575,000,000
<CURRENT-LIABILITIES>                                0
<BONDS>                                    802,000,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                     8,000,000
<OTHER-SE>                                 354,000,000
<TOTAL-LIABILITY-AND-EQUITY>             1,575,000,000
<SALES>                                              0
<TOTAL-REVENUES>                           461,000,000
<CGS>                                                0
<TOTAL-COSTS>                              302,000,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                          58,000,000
<INCOME-PRETAX>                             99,000,000
<INCOME-TAX>                                39,000,000
<INCOME-CONTINUING>                         60,000,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                60,000,000
<EPS-PRIMARY>                                     3.90
<EPS-DILUTED>                                     3.88
        

</TABLE>