23 October 1995
BY FACSIMILE/
FEDERAL EXPRESS
Ms. Christina Maguire
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109
Dear Ms. Maguire:
As you know, Diane Gallo and I met on October 11 to discuss
Digital's proxy proposal for approval of a new omnibus equity
plan. During our discussion, she indicated that the ability
to reprice options, implied by the broad amendment authority
contained in the proposed 1995 Equity Plan, was inconsistent
with Fidelity's proxy voting policies.
I have discussed this matter with Digital's management and
Board of Directors. The Chairman of the Compensation and
Stock Option Committee of the Board of Directors has asked
that I represent to you on behalf of the Committee and the
Company that Digital will not reprice stock options granted
under the proposed 1995 Equity Plan without stockholder
approval.
I trust that this letter addresses your concerns about option
repricing and that it will enable Fidelity to vote its shares
in favor of the proposed plan. Please feel free to call me
if you have any further questions.
Thank you for your time and consideration.
Sincerely,
/s/ Gail S. Mann
Gail S. Mann
Vice President, Assistant General Counsel,
Secretary and Clerk
\sel
cc: Members of the Board of Directors
