Exhibit 10.2





10B5-1 TRADING PLAN – CLIENT INSTRUCTION FORM

for Trading in Securities in Compliance with

Rule 10b5-1 Under the Securities Act of 1933


 


PLEASE CALL 800-544-6161 FOR ANY ASSISTANCE
THAT YOU MAY REQUIRE WITH THE COMPLETION OF THIS CLIENT INSTRUCTION FORM


 


I. 
CLIENT INFORMATION


 


	
  CLIENT/PARTICIPANT
  FIDELITY BROKERAGE ACCOUNT NUMBER:

  	
   

  	
   

  
	
   

  
	
  EFFECTIVE
  DATE OF THIS INSTRUCTION FORM:

  	
  February
  28, 2005

  	
   

  
	
   

  
	
  TERMINATION
  DATE OF THIS INSTRUCTION FORM (See Section A(5) for other termination
  events): 

  	
  December
  31, 2005

  
	
   

  
	
  CLIENT
  NAME:

  	
  Kenneth
  E. Keiser

  	
   

  	
  CLIENT
  SSN:

  	
   

  
	
   

  
	
  CLIENT
  ADDRESS:

  	
  4000
  Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis, MN 55402

  
	
   

  
	
  CLIENT
  PHONE NO.: 

  	
   (612) 661-4000

  	
   

  	
  CLIENT
  FAX NO.: 

  	
   (612) 661-3825

  
	
   

  
	
  ISSUER
  NAME: 

  	
  PepsiAmericas,
  Inc.

  	
   

  
	
   

  
	
  CLASS
  AND PAR VALUE OF SECURITIES: 

  	
   Common Stock, $0.01 per share

  	
   

  	
  STOCK
  SYMBOL:

  	
   PAS

  
																			



 


Affiliate/ ̈Control Person ̈ Status:  (check applicable boxes)


 


	
  ý

  	
   

  	
  I am

  	
   

  	
  o

  	
   

  	
  I am not

  	
   

  	
  an officer, director or 10% owner of Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ý

  	
   

  	
  I have

  	
   

  	
  o

  	
   

  	
  I have not

  	
   

  	
  been notified that Issuer will file Form 4 statements on my behalf
  consistent with Issuer’s designation of me as a “Section 16 reporting person”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ý

  	
   

  	
  I have

  	
   

  	
  o

  	
   

  	
  I have not

  	
   

  	
  been notified by Issuer that I may be deemed an “affiliate,” as defined
  in Rule 144 of the Securities Act of 1933

  



 


II. 
SELLING SCHEDULE


(ATTACH ADDITIONAL SHEETS IF NECESSARY)


 


	
  LONG SHARES HELD ON DEPOSIT WITH FIDELITY AND TO BE SOLD/DONATED

  	
   

  
	
  Number Of

  Shares

  	
   

  	
  Original Purchase

  Date

  	
   

  	
  Nature Of

  Acquisition

  	
   

  	
  Earliest Possible 

  Sale/Donation

  Date(1)

  	
   

  	
  Type of Order

  (Market/Limit)

  	
   

  	
  Time in

  Force

  (Day/Date

  Range/GTC)

  	
   

  	
  Limit

  Price

  (if any)

  	
   

  	
  Donor 

  Name/Fidelity 

  Brokerage Acct.

  No. (if any)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SHARES TO BE PURCHASED AND DEPOSITED WITH FIDELITY

  	
   

  
	
  Number Of

  Shares

  	
   

  	
  Type of Order

  (Market/Limit)(1)

  	
   

  	
  Time in Force

  (Specify Day/Date Range/Good-Till-Canceled)

  	
   

  	
  Limit Price 

  (if any)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																									



 










1             Where possible, orders
will be traded on a “not held” basis.  “Not
Held” means an instruction on an order to buy or sell securities, indicating
that the customer has given the floor broker time and price discretion in
executing the best possible trade but will not communicate with the floor
broker during such execution or hold the broker responsible if the best deal is
not obtained.  Client acknowledges that,
for purposes of Rule 10b5-1, such activities shall not be deemed to be the
independent discretion of Broker concerning how, when or whether to effect
trades in the Shares.


 





















 


	
  BENEFIT PLAN SHARES TO BE SOLD

  	
   

  
	
  Date On which Shares

  Will Be Delivered to

  Broker

  	
   

  	
  Number of Shares to

  be Acquired under

  Purchase Plan

  	
   

  	
  Number of Shares to

  be Sold under this

  Trading Plan

  	
   

  	
  Earliest Possible Sale

  Date(1)

  	
   

  	
  Type of Order

  (Market/Limit)

  	
   

  	
  Time in

  Force

  (Day/Date Range/GTC)

  	
   

  	
  Limit

  Price

  (if any)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  STOCK OPTION SHARES TO BE SOLD (HELD)

  	
   

  
	
  Option

  Grant Date

  	
   

  	
  Option

  Exercise

  Price

  	
   

  	
  Number of Options

  to Exercise

  	
   

  	
  Number of

  Shares to be

  Sold

  	
   

  	
  Number of

  Shares to be

  Held

  	
   

  	
  Earliest

  Possible Sale

  Date(1)

  	
   

  	
  Type of Order

  (Market/Limit)

  	
   

  	
  Time in

  Force

  (Day/Date

  Range/GTC)

  	
   

  	
  Limit

  Price

  (if any)

  	
   

  
	
  See Attachment A.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


On any day when Broker must exercise Options in order to cover a
shortfall in the Client Account, Broker should:


 


ý            exercise first those vested Options with the earliest
expiration date.


 


o            exercise first those vested Options with the lowest
strike price.


 


o            other (insert other direction)                                                                     


 


	
  EQUITY SWAP ARRANGEMENTS 

  	
   

  
	
  Effective Date

  of Transaction

  	
   

  	
  Name of Counterparty

  	
   

  	
  Number of

  Company Shares

  Subject to Equity

  Swap

  	
   

  	
  Payment

  Terms for

  Company

  Shares on

  Effective

  Date

  	
   

  	
  Deliver Company Shares out of Client Account? (if so, specify
  delivery requirements)

  	
   

  	
  Settlement Date

  of Transaction

  	
   

  	
  Investment 

  Return to

  Which Client

  Becomes

  Entitled on

  Settlement

  Date

  	
   

  	
  Comments

  (if any)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










1             Where
possible, orders will be traded on a “not held” basis.  “Not Held” means an instruction on an order
to buy or sell securities, indicating that the customer has given the floor
broker time and price discretion in executing the best possible trade but will
not communicate with the floor broker during such execution or hold the broker
responsible if the best deal is not obtained. 
Client acknowledges that, for purposes of Rule 10b5-1, such activities
shall not be deemed to be the independent discretion of Broker concerning how,
when or whether to effect trades in the Shares.


 


Brokerage services provided by Fidelity Brokerage Services LLC.  Member NYSE, SIPC. 


Accounts carried by National Financial Services LLC.   Member NYSE, SIPC.


 


2





















 


III.  ADDITIONAL TERMS


 


•                  If Broker cannot effect any trade of Shares
for any of the reasons described in Section B(14) of the Terms and Conditions
of this Trading Plan, then Broker should: (check
no more than one of the following)


 


ý  execute
the trade on the next possible business day (NOTE:
please understand that if you check this box you are changing your day-only
limit orders to limit orders for a significant or unspecified duration – if
this is not what you want, you should check the third box instead).


 


o  cancel
the trade and add the unfilled trade to the next trade located on the same
trading grid of this Instruction Form (NOTE:
please be realistic about whether the market will accommodate your volumes on
later sale dates if too many rollovers occur under this option.  If you have a concern that Shares may be left
unsold at the end of your trading plan, you may wish to seriously consider
checking the third box
instead.).


 


o  cancel
the trade altogether and proceed only with the remaining trades on this
Instruction Form.


 


Please be advised that,
notwithstanding your choice above, the third
action will be imposed uniformly in the event that a Trading Plan is
unilaterally suspended by the Issuer and we deem the suspension to be
permissible.  See Section A(5) of the
Trading Plan in this regard.


 


•                  Share amounts listed shall be increased or
decreased to reflect stock splits or other similar changes or corporate actions
in Issuer’s capitalization that may occur prior to execution of the trades.


 


•                  Limit price orders are at the limit price or
better, beginning at the opening of regular market trading hours on the
specified trade date(s) and expiring at the close of regular market trading
hours on the trading date(s).


 


•                  The instructions contained herein are subject
in all respects to the terms and conditions of the Trading Plan to which this
Instruction Form is attached.


 


•                  Once completed, please fax this completed
10b5-1 Trading Plan to 603-864-2040
and overnight mail it to 200 Liberty Street,
NY5M, New York, New York 10281 Attn: Restricted Stock Services.


 


IV.  SIGNATURES


 


Client agrees to all of the
terms and conditions set forth on this Instruction Form, as may be amended from
time to time, the attached 10b5-1 Terms and Conditions, and all applicable exhibits
hereto (collectively, the “Agreement”),
INCLUDING BUT NOT LIMITED TO A PRE-DISPUTE
ARBITRATION CLAUSE CONTAINED IN SECTION 18 OF THE CUSTOMER AGREEMENT.


 


	
  Client

  	
  Acknowledged
  by 

  	
   PepsiAmericas, Inc.

  
	
   

  	
   

  	
  Enter Name of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   /s/ Kenneth E. Keiser

  	
   

  	
  Signature:

  	
   /s/ Brian D. Wenger

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   Kenneth E. Keiser

  	
   

  	
  Print Name: 

  	
   Brian D. Wenger

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   President and Chief Operating Officer 

  	
   

  	
  Title:

  	
   Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   February 28, 2005

  	
   

  	
  Date: 

  	
   February 28, 2005

  	
   

  
	
   

  	
   

  
	
  Accepted
  by Fidelity Brokerage Services LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   /s/ Brian Williams

  	
   

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
   Brian Williams

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   Senior Legal Counsel

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   March 2, 2005

  	
   

  	
   

  
													



 


3





















 


10b5-1
TRADING PLAN - TERMS AND CONDITIONS


 


THIS TRADING PLAN is adopted
by Client and Fidelity Brokerage Services LLC, a Delaware limited liability
company (“Broker”), in compliance with Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).  


 


WHEREAS, Client wishes to
provide instructions to Broker as to how, when and whether to conduct purchases
or sales (and/or donations to charitable institutions in contemplation of sales
by such institutions) of securities of the Issuer in compliance with Rule
10b5-1 under the Exchange Act as set forth in the foregoing Instruction Form
(the “Shares”); and


 


WHEREAS, the Shares may
include Shares that Client has or will have the right to acquire under
outstanding employee stock options of the Issuer (“Options”) and/or Shares (“Benefit
Plan Shares”) issued or to be issued to Client based upon Client’s
participation in one or more of Issuer’s employment compensation plans, which
is either listed on Schedule A to the Issuer’s Recordkeeping and  Administrative Services Agreement entered
into with Fidelity Stock Plan Services, LLC (“SPS”), in the event that
the Issuer is an SPS client (an “SPS Customer”) and such plan(s) are
serviced by SPS as the plan sponsor, or in any other case which plan is
attached hereto as Exhibit 1 (collectively in either case, the “Employee
Benefit Plan”); and


 


WHEREAS, Issuer has
acknowledged that this Trading Plan is consistent with Issuer’s insider trading
policies, and Broker has agreed to accept the instructions under this Trading
Plan.


 


NOW, THEREFORE, in
consideration of the foregoing and the respective covenants and agreements
hereinafter contained, the parties hereby agree as follows:


 


A.   IMPLEMENTATION OF TRADING PLAN.


 


1.             Client hereby instructs Broker to conduct purchases,
sales or donations of the Shares and, if applicable, exercise of the Options in
accordance with the attached Instruction Form, which Instruction Form forms a
part of and is subject to these Terms and Conditions.


 


2.             If any trading date specified on the Instruction Form is
a day on which brokers or dealers are authorized or obligated by law,
regulation or executive order to close in New York, New York (an “Exempt Day”),
such date will be construed to mean the next calendar day which is not an
Exempt Day.


 


3.             At least one business day must lapse between the
effective date of this Trading Plan and the earliest trading date set forth on
the Instruction Form.  Client understands
and acknowledges that all proposed trades under this Trading Plan are subject
to Broker’s completion of customary due diligence, and that many of these
procedures are dependant upon the timely cooperation of Client and Issuer;
Broker will not be responsible for any losses or damages (including but not
limited to lost opportunity) resulting from any delays in trading caused, in
whole or in part, by Broker’s unsuccessful good faith efforts to complete
customary due diligence concerning any aspect of this Trading Plan.  Client acknowledges that Client is aware of
and understands, and has put Issuer on notice concerning, what “customary due
diligence” means in the context of this Trading Plan and the proposed trades
hereunder.


 


4.             In consideration of Broker’s acceptance of the
instructions under this Trading Plan, Client acknowledges that Client has read,
understands and agrees to the terms set forth in the customer agreement (the “Customer
Agreement”) governing the Client’s account referenced in the Instruction Form
(the “Client Account”), which Customer Agreement shall control in the event of
any inconsistencies between the Customer Agreement and this Trading Plan.  Client also understands that the Client
Account is carried by National Financial Services LLC, an affiliate of Broker.


 


5.             This Trading Plan is effective as of the execution date
of the Instruction Form and terminates upon the earlier of (i) the Termination
Date set forth in Section I of the Instruction Form; (ii) the completion of all
trades under this Trading Plan; (iii) the termination of the Client Account in
accordance with the Customer Agreement; (iv) the termination of this Trading
Plan in conformity with Section E(5) hereof; (v) the first available date that
does not fall within a quarterly or special blackout of Issuer after which
Broker has received notice from Client of the liquidation, dissolution,
bankruptcy or insolvency of Client or the termination of Client’s employment
with Issuer or (vi) the death of Client. 
Notwithstanding the foregoing, Broker shall suspend trading under this
Trading Plan, in whole or in part as appropriate, upon notification by Issuer’s
General Counsel that the Issuer’s Board of Directors, or equivalent governing
body, has imposed in good faith an imposition of trading restrictions on the
Client (an “Issuer Restriction”), such as a stock or debt offering
requiring an affiliate lock-up, provided that Issuer’s General Counsel has
provided Broker with at least two (2) business days prior written notice,
signed by Issuer’s General Counsel and delivered in accordance with Section
E(6) hereof, of such Issuer Restriction (a “Trading Suspension Notice”)  Any such trading suspension shall be lifted
when Broker is notified in writing by Issuer’s General Counsel that such Issuer
Restrictions have terminated (a “Trading Suspension Release”).  Broker shall  resume effecting trades in accordance with
this Trading Plan as soon as practicable after delivery of the Trading
Suspension Release.  Any unexecuted
trades that would have been executed in accordance with the Instruction Form but
for the Trading Suspension Notice shall be deemed to be cancelled and shall not
be executed pursuant to this Trading Plan.


 


6.             Client agrees to deliver promptly Shares now or
hereafter coming into Client’s possession that are subject to sale or donation
under this Trading Plan, including, if  applicable, Benefit Plan Shares, for so long as sales or donations are
to be conducted under this Trading Plan, all of which Shares shall be deposited
into the Client Account in the name of and for the benefit of Broker.  Broker shall withdraw Shares from the Client
Account in order to effect sales or donations of Shares under this Trading
Plan.   Broker agrees to notify Client
promptly if at any time during the term of this Trading Plan the number of
Shares in the Client Account is less than the number of Shares remaining to be
sold pursuant to this Trading Plan, unless such shortfall will be eliminated in
the ordinary course by the exercise of Options in accordance with this Trading
Plan.  To the extent that any Shares
remain in the Client Account upon termination of this Trading Plan, Broker
agrees to return such Shares promptly to Issuer’s transfer agent for
re-legending to the extent that such Shares would then be subject to transfer
restrictions in the hands of Client.


 


7.             (a)  If this
Trading Plan covers exercises of Options, then Client agrees to make
appropriate arrangements with Issuer and its transfer agent and Employee
Benefit Plan administrator to permit Broker to furnish notice to Issuer of the
exercise of the Options and to have underlying Shares delivered to Broker as
necessary to effect sales or donations under this Trading Plan. Shares received
upon exercise of Options shall be delivered to the Client Account.  In this regard:


 


(i) In the event Issuer is
not an SPS Customer, Client agrees to complete, execute and deliver to Broker
from time to time Broker’s customary forms of Employee Stock Option Notice of
Intent and Agreement for the exercise of Options pursuant to this Trading Plan,
at such times and in such numbers as Broker shall request;


 


(ii) Client hereby
authorizes: (1) Broker to serve as Client’s agent and attorney-in-fact to cause
said Shares to be issued upon payment (or eligible margin credit, if
applicable) of the Option exercise price and, in the event Issuer is not an SPS
Customer, receipt from Client of the properly endorsed Employee Stock Option
Notice of Intent and Agreement and (2) Broker, Issuer and/or Issuer’s stock
plan administrator to exchange information regarding the acquisition and
disposition of said Shares, including, without limitation, notification of the
sale or donation of Shares acquired as the result of exercise of a stock option
and verification by Issuer of tax withholding;


 


(iii) On each day that sales
or donations are to be made under this Trading Plan (or, in the event that
Client owns a portion of Shares directly and not pursuant to Options, on any
day that the number of Shares in the Client Account is less than the number of
Shares to be sold on such day), Broker shall exercise a sufficient number of
Options to effect such sales or donations in the manner specified on the
Instruction Form.  Broker shall in no
event exercise any Option if at the time of exercise the exercise price of the
Option is equal to or higher than the market price of the Shares; and


 


(iv) Broker shall, in
connection with the exercise of Options, remit to Issuer the exercise price
thereof, which amount shall be deducted from the proceeds of sale of the Shares
together, if applicable, with any margin credit interest then accrued in favor
of Broker, which interest Broker shall compute in accordance with its customary
practices. (b) If this Trading Plan covers:


 


(i) Benefit Plan Shares, then
Client shall provide written notice to Broker at any time when Issuer amends or
terminates the related Employee Benefit Plan, together with a written copy of
any such amendment(s), as soon as practicable but in any event no later than
two (2) business days after Client receives notice thereof from Issuer.  If Client changes or terminates any
contribution elections during a contribution election period where Client is
instructing Broker on the Instruction Form to sell all or a percentage of the
Benefit Plan Shares that Client expects to receive pursuant to such
contribution election, as opposed to specifying on the Instruction Form an
actual number of shares that Broker should sell, Client shall provide written
notice to Broker of such contribution election change or termination as soon as
practicable but in any event no later than two (2) business days after Client
effects any such change, which written notice must be accompanied by Client’s
representation that (a) Client was not in possession of any material nonpublic
information concerning Issuer or its securities when Client effected such
change and (b) such change was made in good faith and not as a part of a plan
or scheme to evade compliance with the federal securities laws; and/or


 


(ii) equity swap arrangements
involving Shares, then Client shall provide written notice to Broker at any
time when Client changes the terms of such equity swap arrangement after the
effective date thereof, together with a written copy of any such change(s), as
soon as practicable but in any event no later than two (2) business days after
Client effects such change, which written notice must be accompanied by Client’s
representation that (a) Client was not in possession of any material nonpublic
information concerning Issuer or its securities when Client effected such
change and (b) such change was made in good faith and not as a part of a plan
or scheme to evade compliance with the federal securities laws.


 


B. REPRESENTATIONS,
WARRANTIES AND COVENANTS OF CLIENT.


 


Client makes the following
representations, warranties and covenants to Broker:


 


1.             Client has all requisite power and authority to adopt
this Trading Plan and to carry out its obligations hereunder.  The execution and delivery of this Trading
Plan and the performance of the obligations of Client hereunder have been duly
authorized and approved by all necessary action on the part of Client, and no
other proceedings on the


 


4





















 


part of Client are necessary
to authorize and approve this Trading Plan and the transactions contemplated
hereby.  This Trading Plan has been duly
executed by Client and constitutes its valid and binding obligation,
enforceable against it in accordance with its terms.


 


2.             The execution, delivery and performance by Client of
this Trading Plan does not, directly or indirectly (with or without notice or lapse
of time), contravene, conflict with, or result in a violation of any of the
terms or requirements of any legal or contractual requirement or order to which
Client may be subject, nor does this Trading Plan require any consent, waiver,
authorization or approval of any person or entity other than Client, Issuer and
Broker.  Client shall immediately notify
Broker if Client becomes subject to a legal, regulatory or contractual
restriction or undertaking that would prevent Broker from carrying out its obligations
under this Trading Plan.


 


3.               If this Trading Plan covers:


 


(i) Benefit Plan Shares, then
during the term of this Trading Plan, Client shall comply with the terms of the
Employee Benefit Plan and, for any contribution election period during the term
of this Trading Plan that Client has instructed Broker on the Instruction Form
to sell all or a percentage of the Benefit Plan Shares that Client expects to
receive based upon a contribution election, rather than specifying on the
Instruction Form the actual number of shares Broker should sell, Client shall
not (x) directly or indirectly cause the Employee Benefit Plan to be amended or
terminated, (y) amend or terminate such contribution elections under the
Employee Benefit Plan, or (z) otherwise take any direct or indirect action
having an impact upon the number of Benefit Plan Shares committed to be
purchased by Client under the Employee Benefit Plan, at any time with respect
to clauses (x), (y) and (z) when Client has material nonpublic information concerning
Issuer or its securities and/or as a part of a plan or scheme to evade
compliance with this Trading Plan or the federal securities laws; and/or


 


(ii) equity swap arrangements
involving Shares, then during the term of this Trading Plan, Client shall comply
with the terms of such equity swap arrangements and shall not (x) directly or
indirectly cause the equity swap arrangement to be amended or terminated, (y)
amend or terminate such equity swap arrangement, or (z) otherwise take any
direct or indirect action having an impact upon the number of Shares committed
under such equity swap arrangement, at any time with respect to clauses (x),
(y) and (z) when Client has material nonpublic information concerning Issuer or
its securities and/or as a part of a plan or scheme to evade compliance with
this Trading Plan or the federal securities laws.


 


4.             The execution date of this Trading Plan does not fall
within any quarterly or special blackout period of Issuer.


 


5.             In the event that this Trading Plan covers sales or
donations of Shares, Client has, or when Shares to be sold or donated under
this Trading Plan are issued and delivered to Broker, will then have, valid and
marketable title to the Shares, free and clear of any liens, claims, charges,
security interests or other legal or equitable encumbrances, limitations or
restrictions, other than pursuant to (a) this Trading Plan, (b) compliance by
Client with the exercise provisions of the Options, if this Trading Plan covers
Options, (c) compliance by Client with the terms of the Employee Benefit Plan,
if this Trading Plan covers Benefit Plan Sales and (d) compliance by Client
with the terms of equity swap arrangements covering Shares, if this Trading
Plan covers Shares subject to equity swap arrangements.


 


6.             As of the execution date hereof, Client is not aware of
any material nonpublic information concerning Issuer or its securities.  Client is entering into this Trading Plan in
good faith and not as a part of a plan or scheme to evade compliance with the
federal securities laws.  Client is
currently permitted to trade in Shares in accordance with Issuer’s insider
trading policies and has obtained the approval of Issuer’s counsel to enter
into this Trading Plan.


 


7.             Within five (5) days of the execution date of this
Trading Plan, Client shall file a copy of this Trading Plan with the Chief
Financial Officer or General Counsel of Issuer.


 


8.             If the shares are “restricted securities” and/or Client
may be deemed an “affiliate” of Issuer, as such terms are defined in Rule 144,
then within five (5) days of the first date on which sales, if any, can be made
under this Trading Plan, and within five (5) days of each three-month
anniversary of such first date (providing that on such anniversary any sales of
Shares remain pending under this Trading Plan), Client shall execute and
deliver to Broker a certification disclosing trades made by Client and its
related parties within the three months preceding such first date or
three-month anniversary date, as the case may be, for purposes of determining
compliance of sales to be made under this Trading Plan with Rule 144 under the
Securities Act of 1933, as amended.


 


9.             If Client is an institution, Client has implemented
reasonable policies and procedures to ensure that the individuals authorized to
enter into this Trading Plan on its behalf are not aware, as of the date
hereof, of any material nonpublic information concerning Issuer or its
securities and, to the knowledge of Client, no such individual is aware of any
such information.


 


10.           Client agrees that Client shall not, directly or
indirectly, communicate any material nonpublic information relating to the
Issuer or its securities to any employee of Broker or its affiliates.


 


11.           Client will not enter into any new, or change any existing,
corresponding or hedging transaction or position with respect to the Shares for
so long as this Trading Plan is in effect.


 


12.           Client agrees to (i) comply with all applicable laws in
connection with the performance of this Trading Plan, including, without
limitation, Sections 13 and 16 of  the Exchange Act and the respective rules and regulations promulgated
thereunder; and Rule 144, and (ii) make all filings, if any, required under
Rule 144  and Sections 13(d), 13(g) and
16 of the Exchange Act in a timely manner, to the extent any such filings are
applicable to Client, and to indicate on any such filing, by means of an
appropriate footnote or footnotes, as the case may be, that the applicable
transactions were effected under a contract, plan or instruction in accordance
with Rule 10b5-1 under the Exchange Act.


 


13.           Client agrees not to take, and agrees to cause any related
party (including any person or entity with which Client would be required to
aggregate sales of Shares pursuant to paragraph (a)(2) or (e) of Rule 144) not
to take, any action that would cause this Trading Plan not to comply with Rule
144, or Section 16 of the Exchange Act, including, without limitation, any
action that would (i) violate Rule 144 volume limitations or (ii) trigger Section
16 short-swing liability.


 


14.           Client understands that Broker may not be able to effect a
transaction under this Trading Plan due to (i) any of the extraordinary events
set forth in Sections 15 or 16 of the Customer Agreement, as the case may be; (ii)
any of the events described in Sections A(3) of this Trading Plan; (iii) a
legal, regulatory or contractual restriction or suspension applicable to
Client, Client’s affiliates, Broker or Broker’s affiliates (including the
volume limitations of Rule 144); (iv) failure of Broker to receive Shares,
including Benefit Plan Shares or Shares subject to equity swap arrangements, or
delay in Broker’s receipt of such shares for deposit into Client’s account, if
applicable, whether or not such failure or delay is consistent with the terms
of the Employee Benefit Plan, equity swap or any other agreement to which
Broker is not a controlling party; (v) if this Trading Plan covers Options, and
on the Instruction Form Client places a market order with respect to Shares subject
to Options, failure of the market price for such Shares to exceed the exercise
price of such Options on the exercise date or (vi) a suspension, expiration,
termination or unavailability of any applicable registration statement related
to Issuer.  If Broker cannot effect any
trade in Shares for any of the reasons described herein, then Broker shall
follow Client’s instructions set forth in Section III of the Instruction Form
with respect to such trade(s).   Client
agrees that Broker shall be entitled to rely on a Trading Suspension Notice or
a Trading Suspension Release (each as defined in Section A(5) above) as either
may impact trading under this Trading Plan, so long as such notice or release
is on letterhead of the Issuer and signed by a person representing himself or
herself as the General Counsel of Issuer, and Broker acts in good faith, after
reasonable inquiry when the need therefore is indicated by the circumstances,
and without knowledge that would cause such reliance to be unwarranted. 


 


15.           Client has consulted with his or her own advisers as to
the legal, tax, business, financial and related aspects of, and has not relied
on Broker or any person affiliated with Broker in connection with Client’s
adoption and implementation of, this Trading Plan. 


 


16.           Client has been furnished with a copy of the Customer
Agreement, including the margin account agreement and disclosure of potential
for stock buy-ins, and Client has read, understands and agrees to be bound by
its terms and conditions as they are currently in effect and as they may be
amended in the future.  Client
understands that the Customer Agreement shall control in the event of any
inconsistencies between the Customer Agreement and this Trading Plan.


 


17.           If this Trading Plan covers Options, then Client further
represents and warrants the following to Broker (as of the effective date and
as of the date of exercise of the Options):


 


(a)           The Options were granted in connection with Client’s
employment or directorship, Client is authorized to exercise them, and (unless
the shares are being sold pursuant to Rules 144 and 701 under the Securities
Act) Client has received from Issuer a prospectus covering the sale of the
Shares subject to Options.


 


(b)           Client understands that the exercises of the Options and
the subsequent sales of the Shares subject to Options may have significant tax
consequences.  Client further understands
that Broker and its employees are not authorized to give Client tax or
investment advice, and has consulted other sources Client deems appropriate in
connection with Client’s transactions.


 


(c)           Client agrees that Broker will not exercise any
independent discretion in determining how, when or whether to exercise the
Options other than in the ordinary course of business in accordance with the
instructions set forth in this Trading Plan.


 


(d)           Client agrees to be liable for any dividends, stock splits
and/or spin-offs that may take place between the date of sale of Shares subject
to Options and the issuance date of such Shares.


 


(e)           Client understands that if there is an extension of credit
by Broker for Option exercises and payment of any required withholding for
taxes and certificate issuance fees, such credit extension will result in a
debit balance in the Client Account, Broker shall charge interest on all such
credit extensions, and all transactions in the Client Account will be subject
to the provisions of the Customer Agreement.


 


18.           If this Trading Plan covers Benefit Plan Shares, then
Client further represents and warrants the following to Broker (as of the
effective date and as of the date of purchase of the Benefit Plan Shares):


 


(a)           The Benefit Plan Shares are granted in connection with
Client’s employment or directorship, Client is authorized to purchase them, and
Client has received from Issuer a prospectus covering the sale of the Benefit
Plan Shares to Client.


 


(b)           Client understands that trades in Benefit Plan Shares
under this Trading Plan may have significant tax consequences.  Client further understands that Broker and
its


 


5





















 


employees are not authorized
to give Client tax or investment advice, and has consulted other sources Client
deems appropriate in connection with Client’s transactions.


(c)           Client agrees that Broker will not exercise any
independent discretion in determining how, whether or when to purchase Benefit
Plan Shares.


 


C.   LEGAL COMPLIANCE; AGENT DUTIES.


 


1.             It is the intent of the parties that this Trading Plan
satisfy the affirmative defense conditions of Rule 10b5-1(c) and comply with
the requirements of Rule 10b5-1, including, without limitation, the requirement
under Rule 10b5-1(c) that Client not be permitted to exercise any influence
subsequent to the effective date of this Trading Plan over how, when or whether
to effect trades in the Shares.


 


2.             Client agrees that Broker, in performing its duties
under this Trading Plan, is acting solely as agent for Client and shall not by
reason thereof assume any fiduciary or advisory relationship with Client rightly
borne by Issuer.  Nothing in this Trading
Plan shall be construed so as to impose upon Broker any further obligation to
exercise discretion over how, when or whether to effect trades in the Shares.


 


3.             Client is the sole obligor with respect to any taxes due
upon any sale of Shares and upon the exercise of Options under this Trading
Plan, as the case may be, and Broker shall have no obligation with respect to
such taxes; furthermore, Broker shall not be required to withhold any such
taxes from the proceeds of any sale of Shares under this Trading Plan to be
delivered to Client.


 


4.             In respect of any sales of Shares under this Trading
Plan, if such Shares are “restricted securities” and/or Client may be deemed an
“affiliate” of Issuer, as such terms are defined in Rule 144, then Broker will
complete on behalf of Client and file with the appropriate authorities the
required Forms 144 of Client, provided that Client has complied with its
covenant set forth in Section B(8) above with respect to each such filing.  Client understands and agrees that such Forms
144 shall provide (i) that the sales are being made pursuant to a Rule 10b5-1
Trading Plan, (ii) the date on which such Trading Plan was adopted and (iii)
that Client’s knowledge speaks as of the date such Trading Plan was
adopted.  Client shall cooperate with
Broker to execute and file any modifications to an effective Form 144 in order
to comply with the foregoing sentence.


 


5.             (a) If Client indicates on Instruction Form that Issuer
will file Form 4 statements on Client’s behalf consistent with Issuer’s
designation of Client as a “Section 16 reporting person,” then Broker will
endeavor to transmit to Issuer, in writing, the details of any trade executed
under this Trading Plan within one business day of the trade execution (in each
case, a “Broker Trade Notification”).


 


(b)           Client acknowledges that under certain circumstances
Broker may need to amend a Broker Trade Notification due to changes to
information that are not evident until the settlement date of the transaction
that was subject to such notification — for example, changes to purchase or
sale prices triggered by challenge-based trade corrections.  Broker agrees to endeavor to notify Issuer of
any such changes within a reasonable amount of time by transmitting an amended
Broker Trade Notification to Issuer. 
Client acknowledges that such amended notifications will reach Issuer
after the passing of the two-business day Form 4 filing deadline imposed by
Section 16(a) of the Exchange Act. 
Client agrees that in the event Broker transmits such an amended Broker
Trade Notification to Issuer, Client will work directly with Issuer to
determine whether Client will then be required, based upon the changes
disclosed in said amended Broker Trade Notification, to amend any of Client’s
Section 16 statements or other public disclosure Client previously made
regarding the transaction that was the subject of the original Broker Trade
Notification.


 


(c)           Client acknowledges that Broker is performing the services
that are the subject of this Section C(5) solely as a customer service and an
accommodation to Client and acknowledges further that Broker will not be liable
for any claim, loss, damage or expense (including, but not limited to attorneys’
fees) arising out of failure by Broker to provide any of said services.


 


D.   INDEMNIFICATION; LIMITATION OF LIABILITY.


 


Client agrees to indemnify
and hold harmless Broker, its affiliates and their respective directors,
officers and employees from and against all claims, losses, damages, costs and
liabilities (including, without limitation, any legal or other expenses
incurred in connection with defending or investigating any such action or
claim) (collectively, “Losses”) arising out of or attributable to this Trading
Plan, including, without limitation, any inaccuracy of any representation,
warranty, statement of agreement or understanding made by Client herein, any
breach by Client of this Trading Plan or any violation by Client of applicable
laws or regulations, except to the extent that any such Losses arise out of
acts of gross negligence, bad faith or willful misconduct on the part of Broker
or any of its affiliates in performing their obligations hereunder.  Client will reimburse Broker for any and all
fees, costs and expenses of any kind reasonably incurred by Broker as a result
of any such Losses.  This indemnification
shall survive termination of this Trading Plan.


 


E.   GENERAL PROVISIONS.


 


1.             Each party shall, upon the request of the other,
execute, acknowledge and deliver to the other any information, document or
instrument that may be required to accomplish the intent of this Trading
Plan.  Each party agrees to cooperate to
effectuate the intent of this Trading Plan and shall take all appropriate
action necessary or useful in doing so.


 


2.             This Trading Plan shall be construed, performed and
enforced in accordance with, and governed by, the laws of the State of New
York, without giving effect to the principles of conflicts of laws
thereof.  The parties hereto irrevocably
consent to the jurisdiction of the courts of the County of New York, State of
New York or the United  States of America
for the Southern District of New York and elect such court or courts  as the sole judicial forum for the
adjudication of any matters arising under or in 
connection with this Trading Plan.


 


3.             In the event that any provision of this Trading Plan is
declared by any court or other judicial or administrative body to be null, void
or unenforceable, said provision shall survive to the extent it is not so
declared, and all of the other provisions of this Trading Plan shall remain in
full force and effect.


 


4.             Any amendment of this Trading Plan shall: (a) be in
writing and signed and dated by Client and Broker; (b) be filed with Issuer’s
Chief Financial Officer or General Counsel within five (5) business days after
the effective date of such amendment; (c) not 
be made during any quarterly blackout period or any special blackout
period of Issuer; (d) be accompanied by Client’s representation that (i) Client
was not in possession of any material nonpublic information concerning Issuer
or its securities when Client modified this Trading Plan and (ii) this Trading
Plan is being modified in good faith and not as a part of a plan or scheme to
evade compliance with the federal securities laws; and (e) not become effective
until the completion of Broker’s customary due diligence in respect of the
amendment (in this regard, Client reaffirms his/her understandings in Section
A(3) regarding the meaning of “customary due diligence”).  There may be no more than one amendment under
this Section E(4) during any fiscal quarter of Issuer.


 


5.             Any termination of this Trading Plan by Client must be:
(i) in writing and signed and dated by Client and Broker; and (ii) filed with
Issuer’s Chief Financial Officer or General Counsel within five (5) business
days after the effective date of such 
termination.


 


6.             All notices, requests, demands and other communications
under this Trading Plan shall be in writing and shall be deemed to have been
duly given: (i) on the date of service 
if served personally on the party to whom notice is to be given; (ii) on
the date when receipt by addressee is confirmed in writing, if sent via
facsimile transmission to the facsimile number given below; or (iii) on the
first business day with respect to which a reputable air courier guarantees
delivery; to the party as follows:


 


	
  If to Client:

  	
   

  	
  See Instruction Form

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  If to Broker:

  	
   

  	
  Fidelity Brokerage Services
  LLC

  c/o National Financial Services LLC 

  200 Liberty Street, NY5M

  New York, NY 10281

  Attention: Restricted Stock Services, 10b51.

  Fax: (603) 864-2040

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Copy to:

  	
   

  	
  FMR Corp. Legal Department

  200 Liberty Street, NY5M

  New York, NY 10281

  Attention: Brian A. Williams, Esq.

  Fax: (617) 385-2940

  	
   

  



 


Any party may change its
address for the purpose of this Section E(6) by giving the other parties
written notice of its new address in the manner set forth above.


 


7.             his Trading Plan, together with the Instruction Form and
any exhibits hereto or thereto, contains the entire understanding between the
parties with respect to the transactions contemplated hereby and supersedes and
replaces all prior and contemporaneous agreements and understandings, oral or
written, with regard to such 
transactions.


 


8.             his Trading Plan may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute a single document.


 


~ Remainder of Page Intentionally Left Blank ~


 


6





















 


ATTACHMENT A


 


STOCK OPTION SHARES TO BE SOLD (HELD)


 


 


	
  Option

  Grant

  Date

  	
   

  	
  Option

  Exercise

  Price

  	
   

  	
  Number of

  Options to

  Exercise

  	
   

  	
  Number of

  Shares to

  Be Sold

  	
   

  	
  Number of

  Shares to

  Be Held

  	
   

  	
  Earliest

  Possible

  Sale Date

  	
   

  	
  Type of Order

  (Market/

  Limit)

  	
   

  	
  Time in Force

  (Day/Date

  Range/GTC)

  	
   

  	
  Limit Price

  (if any)

  	
   

  
	
  12-10-98

  	
   

  	
  $

  	
  13.09

  	
   

  	
  15,000

  	
   

  	
  15,000

  	
   

  	
   

  	
   

  	
  3-1-05

  	
   

  	
  Limit

  	
   

  	
  3-1-05
  to

  3-31-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  12-10-98

  	
   

  	
  $

  	
  13.09

  	
   

  	
  15,000

  	
   

  	
  15,000

  	
   

  	
   

  	
   

  	
  4-1-05

  	
   

  	
  Limit

  	
   

  	
  4-1-05
  to

  4-30-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  12-10-98

  	
   

  	
  $

  	
  13.09

  	
   

  	
  15,000

  	
   

  	
  15,000

  	
   

  	
   

  	
   

  	
  5-1-05

  	
   

  	
  Limit

  	
   

  	
  5-1-05
  to

  5-31-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  12-10-98

  	
   

  	
  $

  	
  13.09

  	
   

  	
  6,301

  	
   

  	
  6,301

  	
   

  	
   

  	
   

  	
  6-1-05

  	
   

  	
  Limit

  	
   

  	
  6-1-05
  to

  6-30-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  1-20-00

  	
   

  	
  $

  	
  12.17

  	
   

  	
  5,578

  	
   

  	
  5,578

  	
   

  	
   

  	
   

  	
  6-1-05

  	
   

  	
  Limit

  	
   

  	
  6-1-05
  to

  6-30-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  1-19-01

  	
   

  	
  $

  	
  14.5313

  	
   

  	
  3,121

  	
   

  	
  3,121

  	
   

  	
   

  	
   

  	
  6-1-05

  	
   

  	
  Limit

  	
   

  	
  6-1-05
  to

  6-30-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  1-19-01

  	
   

  	
  $

  	
  14.5313

  	
   

  	
  15,000

  	
   

  	
  15,000

  	
   

  	
   

  	
   

  	
  7-1-05

  	
   

  	
  Limit

  	
   

  	
  7-1-05
  to

  7-31-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  1-19-01

  	
   

  	
  $

  	
  14.5313

  	
   

  	
  15,000

  	
   

  	
  15,000

  	
   

  	
   

  	
   

  	
  8-1-05

  	
   

  	
  Limit

  	
   

  	
  8-1-05
  to

  8-31-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  1-19-01

  	
   

  	
  $

  	
  14.5313

  	
   

  	
  15,000

  	
   

  	
  15,000

  	
   

  	
   

  	
   

  	
  9-1-05

  	
   

  	
  Limit

  	
   

  	
  9-1-05
  to

  9-30-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  1-19-01

  	
   

  	
  $

  	
  14.5313

  	
   

  	
  15,000

  	
   

  	
  15,000

  	
   

  	
   

  	
   

  	
  10-1-05

  	
   

  	
  Limit

  	
   

  	
  10-1-05
  to

  10-31-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  1-19-01

  	
   

  	
  $

  	
  14.5313

  	
   

  	
  13,879

  	
   

  	
  13,879

  	
   

  	
   

  	
   

  	
  11-1-05

  	
   

  	
  Limit

  	
   

  	
  11-1-05
  to

  11-30-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  2-21-02

  	
   

  	
  $

  	
  12.68

  	
   

  	
  1,121

  	
   

  	
  1,121

  	
   

  	
   

  	
   

  	
  11-1-05

  	
   

  	
  Limit

  	
   

  	
  11-1-05
  to

  11-30-05

  	
   

  	
  $

  	
  20.50

  	
   

  
	
  2-21-02

  	
   

  	
  $

  	
  12.68

  	
   

  	
  15,000

  	
   

  	
  15,000

  	
   

  	
   

  	
   

  	
  12-1-05

  	
   

  	
  Limit

  	
   

  	
  12-1-05
  to

  12-31-05

  	
   

  	
  $

  	
  20.50