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VIVENDI UNIVERSAL MANAGERS
COULD SEE WINDFALL

Incentives For Top Managers Worth $6 Million, Plus Commemorative Spoons, Novelty Hats
Just one week before Vivendi Universal's first stock market listing, Vivendi Chairman and CEO Jean-Marie Messier revealed stock options for top management worth a potential $6 million if performance targets are met.

Once Vivendi completes its three-way merger with Universal parent Seagram and French pay TV group Canal Plus, according to Messier, the new entity will award stock options worth 0.5% of the new company's equity to the top 80 managers. The merged company is expected to have an initial market capitalization of about $100 billion.

Messier said the allocation of stock options will be linked directly to Vivendi's share performance.

"The managers will receive the stock options only if Vivendi's stock outperforms the media index," he told journalists in Paris late Friday (12/1).

Vivendi and Seagram shareholders are to vote Tuesday (12/5) on the proposed merger, with Canal Plus shareholders voting Friday (12/8). If all three groups approve the deal, Vivendi Universal will be listed on Monday, Dec. 11

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