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To: Dave Gahm who wrote (32238)	4/18/1998 6:08:00 AM
From: Kathleen capps	Read Replies (1) \| Respond to of 53903

Dave, But it would increase the number of shares outstanding, wouldn't it? MU's shares have remained at a similar level for quite a while now. Kathleen

To: Dave Gahm who wrote (32238)	4/18/1998 10:04:00 AM
From: Thomas G. Busillo	Read Replies (1) \| Respond to of 53903

Dave, I don't understand the "indemnification of officers". Why would a plain vanilla S-8 filing include that? Is it common practice to indemnify not only officers and directors but certain key employees as part of a plain vanilla S-8 filing? If it is such a common practice, where does the following excerpt fit into the picture: (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.(my boldface added for emphasis). Why take the time to include in an S-8 an indemnification which in the opinion of the SEC is unenforceable? Good trading, Tom