Robert C. and Gail K. Racine - Page 3

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          option grants as collateral to secure a nonrecourse loan to                 
          exercise her stock options through CIBC Oppenheimer (CIBC), a               
          brokerage firm affiliated with Allegiance.                                  
               CIBC was an investor and market maker in Allegiance stock.             
          CIBC provided Mrs. Racine with a loan based solely on the                   
          collateral value of the exercised shares for 100 percent of the             
          exercise price plus withholding taxes to exercise her employee              
          stock options.  The nonrecourse loan secured by Mrs. Racine                 
          imposed conditions including margin debt requirements, loan                 
          collateral requirements, and margin call requirements.  Pursuant            
          to the loan security agreement, the stock was required to be held           
          by the lender until the debt was paid in full.  If the stock                
          declined below a specified loan-to-value ratio and additional               
          funds were not provided, the collateral could be liquidated by              
          the lender.                                                                 
               In 2000, Mrs. Racine used margin debt from CIBC to exercise            
          her stock options on three separate occasions.  Mrs. Racine’s               
          purchases, including the exercise prices and the amount of                  
          withholding taxes for each purchase funded through the margin               
          debt, are as follows:                                                       

          Purchase       Shares    Exercise       Tax       Market value              
          date           purchased    price    withholding     of shares              
          Mar. 9, 2000   20,210   $45,579.66    $584,496.16    $1,695,113.75          
          Apr. 12, 2000   2,524     6,616.39      53,524.27       151,124.50          
                                                                                     
          Aug. 7, 2000    2,523     6,614.75      45,536.28       126,465.38          





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Last modified: May 25, 2011