International Business Machines Corp. ▼

LYNX ANNOUNCES ITS FINANCIAL RESULTS FOR THIRD QUARTER 2003
? HIGHLIGHTED BY REVENUE GROWTH AND POSITIVE OPERATING RESULTS?

HAYWARD, CA ? November 13, 2003 ? Lynx Therapeutics, Inc. (Nasdaq: LYNX) today reported operating income of $2.4 million for the quarter ended September 30, 2003, as compared to an operating loss of $2.1 million for the same period in 2002. Lynx?s net income was $1.8 million, or $0.38 per diluted share, for the quarter ended September 30, 2003, as compared to a net loss of $3.3 million, or $(0.80) per share, for the 2002 period.

?Our  . . .

LYNX ANNOUNCES ITS FINANCIAL RESULTS FOR SECOND QUARTER 2003
? HIGHLIGHTED BY REVENUE GROWTH AND IMPROVED OPERATING RESULTS?

     HAYWARD, CA ? August 13, 2003 ? Lynx Therapeutics, Inc. (Nasdaq: LYNX) today reported an operating loss of $1.9 million for the quarter ended June 30, 2003, as compared to an operating loss of $4.9 million for the same period in 2002. Lynx?s operating loss was $3.1 million in the first quarter of 2003.

Lynx recorded non-cash, non-operating expense of $0.9 million in the second quarter of 2003 and $0.7  . . .

Note:  This exhibit reflects an amendment to this long-term performance plan to remove the following sentence from Section 6(c):  The maximum number of shares of Capital Stock that may be issued under Stock Awards shall not exceed 20 percent of the aggregate number of shares available for issuance under Awards.  The New York Stock Exchange advised the registrant that such amendment did not require shareholder approval.  The remaining terms and conditions of this long-term performance plan were not modified, including the maximum number of shares that may be issued under the plan as set forth in Section 3.

IBM PWCC Acquisition Long-Term Performance Plan

1. Objectives.

The IBM PWCC Acquisition Long-Term Performance Plan (the Plan) is designed to attract, motivate and retain selected employees of, and other individuals providing services to, the Company in connection with the Companys acquisition of certain businesses and assets of PricewaterhouseCoopers. These objectives are accomplished by making long-term incentive and other awards under the Plan, thereby providing Participants with a proprietary interest in the growth and performance of the Company.

2. Definitions.

(a) AwardsThe grant of any form of stock option, stock appreciation right, stock or cash award, whether granted singly, in combination or in tandem, to a Participant pursuant to such terms, conditions, performance requirements, limitations and restrictions as the Committee may establish in order to fulfill the objectives of the Plan.

(b) Award AgreementAn agreement between the Company and a Participant that sets forth the terms, conditions, performance requirements, limitations and restrictions applicable to an Award.

(c) BoardThe Board of Directors of International Business Machines Corporation (IBM).

(d) Capital Stock or stockAuthorized and issued or unissued Capital Stock of IBM, at such par value as may be established from time to time.

(e) CodeThe Internal Revenue Code of 1986, as amended from time to time.

(f) CommitteeThe committee designated by the Board to administer the Plan.

(g) CompanyIBM and its affiliates and subsidiaries including subsidiaries of subsidiaries and partnerships and other business ventures in which IBM has an equity interest.

(h) Fair Market ValueThe average of the high and low prices of Capital Stock on the New York Stock Exchange for the date in question, provided that, if no sales of Capital Stock were made on said exchange on that date, the average of the high and low prices of Capital Stock as

<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
<PAGE>

                          AGREEMENT AND PLAN OF MERGER


                                      Among


                                  CENTRICA PLC,


                         WINDSOR ACQUISITION CORPORATION


                                       and


                             NEWPOWER HOLDINGS, INC.


                          Dated as of February 22, 2002
<PAGE>
                          AGREEMENT AND PLAN OF MERGER

                  AGREEMENT AND  . . .

                          AGREEMENT AND PLAN OF MERGER


                                      Among


                                  CENTRICA PLC,


                         WINDSOR ACQUISITION CORPORATION


                                       and


                             NEWPOWER HOLDINGS, INC.


                          Dated as of February 22, 2002

                          AGREEMENT AND PLAN OF MERGER

                  AGREEMENT AND PLAN OF MERGER dated as of February 22, 2002
(this "Agreement"), among Centrica plc, a public limited  . . .

                          MCDATA HOLDINGS CORPORATION,
                               MCDATA CORPORATION
                                       AND
                                 EMC CORPORATION

                                 OCTOBER 1, 1997


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE

<S>                                                                                                            <C>
1.       . . .

BY-LAWS

of

INTERNATIONAL BUSINESS MACHINES CORPORATION

Adopted April 29, 1958

As Amended Through

September 26, 2005

BY-LAWS

of

INTERNATIONAL BUSINESS MACHINES CORPORATION

Adopted April 29, 1958

As Amended Through

April 26, 2005

BY-LAWS

of

INTERNATIONAL BUSINESS MACHINES CORPORATION

Adopted April 29, 1958

As Amended Through

January 1, 2005

BY-LAWS

of

INTERNATIONAL BUSINESS MACHINES CORPORATION

Adopted April 29, 1958

As Amended Through

April 24, 2007

BY-LAWS

of

INTERNATIONAL BUSINESS MACHINES CORPORATION

Adopted April 29, 1958

As Amended Through

July 31, 2007

October 20, 2000

Mr. Michael D. Capellas
[Street Address]
[City], [State] [Zip]

Dear Michael:

        On behalf of all of your fellow members of the Board of Directors, I want to congratulate you on being selected to serve as Chairman of the Board and to thank you for your outstanding contributions over the past months as Chief Executive Officer. We believe that your vision and continuing leadership will take Compaq to new heights as we tackle the numerous challenges that face our industry. The terms and conditions set forth in this  . . .

Special Committee of the Board of Directors
Cysive, Inc.
10780 Parkridge Boulevard
Suite 400
Reston, VA 20191

Dear Members of the Special Committee:

We understand that Cysive, Inc. (Cysive or the Company), Snowbird Holdings, Inc. (Snowbird or the Parent) and Snowbird Merger Sub, a wholly-owned subsidiary of the Parent (Merger Sub), propose to enter into an Agreement and Plan of Merger (the Agreement) pursuant to which, through the merger of Merger Sub with and into the Company (the Merger), each share of Company Common Stock then outstanding (other than shares held by the Parent or Merger  . . .

Special Committee of the Board of Directors
Cysive, Inc.
10780 Parkridge Boulevard
Suite 400
Reston, VA 20191

Dear Members of the Special Committee:

We understand that Cysive, Inc. (Cysive or the Company), Snowbird Holdings, Inc. (Snowbird or the Parent) and Snowbird Merger Sub, a wholly-owned subsidiary of the Parent (Merger Sub), propose to enter into an Agreement and Plan of Merger (the Agreement) pursuant to which, through the merger of Merger Sub with and into the Company (the Merger), each share of Company Common Stock then outstanding (other than shares held by the Parent or Merger Sub) will be converted into the right to receive $3.22 in cash (the Merger Consideration). The terms and conditions of the above-described Merger are more fully detailed in the Agreement.

You have requested our opinion as to whether the Merger Consideration is fair, from a financial point of view, to holders of Company Common Stock, other than the Parent and its affiliates.

Broadview International LLC (Broadview) focuses on providing merger and acquisition advisory services to information technology (IT), communications, healthcare technology and media companies. In this capacity, we are continually engaged in valuing such businesses, and we maintain an extensive database of IT, communications, healthcare technology and media mergers and acquisitions for comparative purposes. We are currently acting as financial advisor to the Special Committee of the Board of Directors of Cysive (the Special Committee) and will receive a fee from Cysive upon the successful conclusion of the Merger. We will also receive a fee upon delivery of this opinion.

In rendering our opinion, we have, among other things:

1.)
 
conducted a comprehensive selling process soliciting interest from a broad set of prospective strategic and financial buyers of the Company;

3

2.)
 
discussed with the Special Committee the level of response received following the Companys May 13, 2003 press release announcing that the Company had retained Broadview to consider strategic alternatives;
 

3.)
 
reviewed the terms of the Agreement in the form of the draft dated May 28, 2003, furnished to us by counsel to the Special Committee on May 29, 2003 (which, for the purposes of this opinion, we have assumed, with your permission, to be identical in all material respects to the agreement to be executed);
 

4.)
 
reviewed Cysives annual report on Form 10-K for the fiscal year ended December 31, 2002, including the audited financial statements included therein and Cysives quarterly report on Form 10-Q for the period ended March 31, 2003, including the unaudited financial statements included therein;
 

5.)
 
reviewed certain internal financial and operating information relating to Cysive prepared and furnished to us by Cysive management;
 

6.)
 
participated in discussions with Cysives management concerning the operations, business strategy, current financial performance and prospects for Cysive;
 

7.)
 
discussed with Cysives Special Committee its view of the strategic and financial rationale for the Merger;
 

8.)
 
reviewed the recent reported closing prices and trading activity for Company Common Stock;
 

9.)
 
compared certain aspects of Cysives financial performance with public companies we deemed comparable;
 

10.)
 
analyzed available information, both public and private, concerning other mergers and acquisitions we believed to be comparable in whole or in part to the Merger;
 

11.)
 
reviewed available equity analyst research covering Cysive;


167148

CREDIT AGREEMENT, dated as of May 27, 2004, among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (IBM), each Subsidiary Borrower (as hereinafter defined), the several banks and other financial institutions from time to time parties to this Agreement (the Lenders), JPMORGAN CHASE BANK, as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), and CITIBANK, N.A., as syndication agent (in such capacity, the Syndication Agent).

The parties hereto hereby agree as follows:

SECTION 1.                                DEFINITIONS

1.1                                 Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

ABR:  for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.  For purposes hereof:  Prime Rate shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City (each change in the Prime Rate to be effective on the date such change is publicly announced); Base CD Rate shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the CD Reserve Percentage and (b) the CD Assessment Rate; Three-Month Secondary CD Rate shall mean, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by the Administrative Agent from three New York City negotiable certificate of deposit dealers of recognized standing selected by it; CD Reserve Percentage shall mean, for any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board, for determining the maximum reserve requirement for a Depositary Institution (as defined in Regulation D of the Board) in respect of new non-personal time deposits in Dollars having a maturity of 30 days or more; and CD Assessment Rate shall mean, for any day, the annual assessment rate in effect on such day which is payable by a member of the Bank Insurance Fund classified as well-capitalized and within supervisory subgroup A (or a comparable successor assessment risk classification) within the meaning of 12 C.F.R.  327.3(e) (or any successor provision) to the Federal Deposit Insurance Corporation (or any successor) for such Corporations (or such successors) insuring time deposits at offices of such institution in the United States.  If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Base CD Rate or the Federal Funds Effective Rate, or both, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms thereof, the ABR shall be determined without regard to clause (b) or (c), or both, of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist.

Any change in the ABR due to a change in the Prime Rate, the Three-Month Secondary CD Rate, the CD Reserve Percentage, the CD Assessment Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate, the Three-Month Secondary CD Rate, the CD Reserve Percentage, the CD Assessment Rate or the Federal Funds Effective Rate, respectively.

ABR Loans:  Revolving Credit Loans the rate of interest applicable to which is based upon the ABR.

Act:  as defined in Section 11.24.

Aggregate Outstanding Revolving Extensions of Credit:  as to any Lender at any time, the aggregate principal amount of all Revolving Credit Loans, Swing Line Loans and Local Currency Loans (US$ Equivalent) made by such Lender then outstanding.

Aggregate Outstanding US$ Revolving Extensions of Credit:  as to any Lender at any time, the aggregate principal amount of all Revolving Credit Loans and Swing Line Loans made by such Lender then outstanding.

Agreement:  this Credit Agreement, as amended, supplemented or otherwise modified from time to time.

Applicable Eurodollar Margin:  with respect to each Eurodollar Loan at any date, the applicable percentage per annum set forth below based on the Status on such date:

Level I
Status

Level II
Status

Level III
Status

Level IV
Status

Level V
Status

0.0900

%

0.1100

%

0.2350

%

0.4500

%

0.7250

%

Applicable Index Rate in respect of any Index Rate Competitive Loan of a specified maturity requested pursuant to an Index Rate Competitive Loan Request, the rate of interest, determined on the basis of the rate for deposits in Dollars with a maturity comparable to the maturity applicable to such Index Rate Competitive Loan, appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the Borrowing Date in respect of such Index Rate Competitive Loan.  In the event that such rate does not appear on Page 3750 of the Telerate Screen (or otherwise on such service), the Applicable Index Rate shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be agreed upon by the Administrative Agent and IBM or, in the absence of such agreement, the Applicable Index Rate shall instead be the average (rounded upward, if necessary, to the nearest 1/16th of 1%) of the respective rates notified to the Administrative Agent by each of the Reference Lenders as the rate at which such Reference Lender is offered Dollar deposits at or about 10:00 A.M., New York City time, two Business Days prior to the Borrowing Date in respect of such Index Rate Competitive Loan, in the interbank eurodollar market where the eurodollar and foreign currency and exchange operations in respect of its Eurodollar Loans are then being conducted for delivery on such Borrowing Date with a maturity comparable to the maturity applicable to such Index Rate Competitive Loan and in an amount comparable to the amount of such Index Rate Competitive Loan.

Attributable Debt:  as of any date of determination, the present value (discounted semiannually at the Attributable Interest Rate) of the obligation of a lessee for rental payments

2

pursuant to any Sale and Leaseback Transaction (reduced by the amount of the rental obligations of any sublessee of all or part of the same property) during the remaining term of such Sale and Leaseback Transaction (including any period for which the lease relating thereto has been extended), such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rents (such as those based on sales).  In the case of any Sale and Leaseback Transaction in which the lease is terminable by the lessee upon the payment of a penalty, such rental payments shall be considered for purposes of this definition to be the lesser of (a) the rental payments to be paid under such Sale and Leaseback Transaction until the first date (after the date of such determination) upon which it may be so terminated plus the then applicable penalty upon such termination and (b) the rental payments required to be paid during the remaining term of such Sale and Leaseback Transaction (assuming such termination provision is not exercised).

Attributable Interest Rate:  as of the date of its determination, the weighted average of the interest rates (or the effective rate in the case of original issue discount securities or discount securities) of (a) all Outstanding Securities (as such term is defined in the 1990 Indenture) of IBM under the 1990 Indenture and all securities of IBM issued and outstanding (as defined in the 1985 Indenture) under the 1985 Indenture to which Sections 6.05 and 6.06 of the 1985 Indenture apply (and whose application has not been waived), or (b) at any time when no securities of IBM referred to in clause (a) of this sentence are outstanding, all outstanding Loans and all other outstanding Funded Debt of IBM.

Available Revolving Credit Commitment:  as to any Lender, at any time of determination, an amount equal to such Lenders Revolving Credit Commitment at such time minus such Lenders Aggregate Outstanding Revolving Extensions of Credit at such time.

Banking Day:  in respect of any city, any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in that city.

Board:  the Board of Governors of the Federal Reserve System of the United States (or any successor).

Borrower:  as applicable, IBM or the relevant Subsidiary Borrower.

Borrower Obligations:  any and all obligations of any Borrower for the payment of money hereunder or in respect hereof, whether absolute or contingent (including, in the case of IBM, its obligations pursuant to the guarantee contained in Section 10).

Borrowing Date:  any Business Day specified in a notice pursuant to Section 2.2, 2.5 or 2.8 as a date on which the relevant Borrower requests US$ Loans to be made hereunder and, for the purposes of Section 3, any other date on which the relevant Borrower requests Local Currency Loans to be made under a Local Currency Facility.

Business Day:  a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, except that, when used in connection with a Eurodollar Loan or an Index Rate Competitive Loan with respect to which the Eurodollar Rate or the Applicable Index Rate is determined based upon the Telerate screen in accordance with the definition of Eurodollar Rate or Applicable Index Rate, as the case may be, Business Day shall mean any Business Day on which dealings in foreign currencies and exchange between banks may be carried on in London, England and New York, New York.