IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA,
Plaintiff,

v. Civil Action No. 98-1232 (TPJ)
MICROSOFT CORPORATION,
Defendant.

STATE OF NEW YORK ex rel.
Attorney General ELIOT SPITZER, et al.,
Plaintiffs,

v. Civil Action No. 98-1233 (TPJ)
MICROSOFT CORPORATION,
Defendant.

PLAINTIFFS' PROPOSED FINAL JUDGMENT
Plaintiff, United States of America, having filed its complaint herein on May 18, 1998;
Plaintiff States, having filed their complaint herein on the same day;
Defendant Microsoft Corporation (" Microsoft") having appeared and filed its answer to such
complaints;

The Court having jurisdiction of the parties hereto and of the subject matter hereof and having
conducted a trial thereon and entered Findings of Fact on November 5, 1999, and Conclusions of Law
on April 3, 2000;

The Court having entered judgment in accordance with the Findings of Fact and the
Conclusions of Law on April 3, 2000, that Microsoft has violated §§ 1 and 2 of the Sherman Act, 15
U. S. C. §§ 1, 2, as well as the following state law provisions: Cal Bus. & Prof. Code §§ 16720, 16726,
17200; Conn. Gen. Stat. §§ 35-26, 35-27, 35-29; D. C. Code §§ 28-4502, 28-4503; Fla. Stat. chs.
501.204( 1), 542.18, 542.19; 740 Ill. Comp. Stat. ch. 10/ 3; Iowa Code §§ 553.4, 553.5; Kan. Stat.
§§ 50-101 et seq.; Ky. Rev. Stat. §§ 367.170, 367.175; La. Rev. Stat. §§ 51: 122, 51: 123, 51: 1405;
Md. Com. Law II Code Ann. § 11-204; Mass. Gen. Laws ch. 93A, § 2; Mich. Comp. Laws §§
445.772, 445.773; Minn. Stat. § 325D. 52; N. M. Stat. §§ 57-1-1, 57-1-2; N. Y. Gen. Bus. Law § 1
340; N. C. Gen. Stat. §§ 75-1.1, 75-2.1; Ohio Rev. Code §§ 1331.01, 1331.02; Utah Code §
76-10-914; W. Va. Code §§ 47-18-3, 47-18-4; Wis. Stat. § 133.03( 1)-( 2); and

The Court having conducted further proceedings on appropriate relief, it is this _____ day of
_____, 2000, hereby:

ORDERED, ADJUDGED, AND DECREED as follows:

1. Reorganization
a. Not later than four months after entry of this Final Judgment, Microsoft shall submit to
the Court and the Plaintiffs a proposed plan of reorganization. The Plaintiffs shall
submit any objections to the proposed plan of reorganization to the Court within 60
days of receipt of the plan, and Microsoft shall submit its response within 30 days of
receipt of the plaintiffs' objections.

b. Following approval of a final plan of reorganization by the Court (the "Plan")
[Definitions of capitalized terms are set forth in section 7, below.]
(and the expiration of the stay pending appeal set forth in section 6. a.), Microsoft shall
implement such Plan.

c. The Plan shall provide for the completion, within 12 months of the expiration of the stay
pending appeal set forth in section 6. a., of the following steps:

i. The separation of the Operating Systems Business from the Applications
Business, and the transfer of the assets of one of them (the "Separated
Business") to a separate entity along with (a) all personnel, systems, and other
tangible and intangible assets (including Intellectual Property) used to develop,
produce, distribute, market, promote, sell, license and support the products and
services of the Separated Business, and (b) such other assets as are necessary
to operate the Separated Business as an independent and economically viable
entity.

ii. Intellectual Property that is used both in a product developed, distributed, or
sold by the Applications Business and in a product developed, distributed, or
sold by the Operating Systems Business as of April 27, 2000, shall be assigned
to the Applications Business, and the Operating Systems Business shall be
granted a perpetual, royalty-free license to license and distribute such
Intellectual Property in its products, and, except with respect to such
Intellectual Property related to the Internet browser, to develop, license and
distribute modified or derivative versions of such Intellectual Property provided
that the Operating Systems Business does not grant rights to such versions to
the Applications Business. In the case of such Intellectual Property that is
related to the Internet browser, the license shall not grant the Operating System
Business any right to develop, license, or distribute modified or derivative
versions of the Internet browser.

iii. The transfer of ownership of the Separated Business by means of a spin-off of
stock of the Separated Business to Non-Covered Shareholders of Microsoft,
or by other disposition that does not result in a Covered Shareholder owning
stock in both the Separated Business and the Remaining Business.

d. Until Implementation of the Plan, Microsoft shall

i. preserve, maintain, and operate the Operating Systems Business and the
Applications Business as ongoing, economically viable businesses, with
management, sales, products, and operations of each business held as separate,
distinct and apart from one another as they were on April 27, 2000, except to
provide the accounting, management, and information services or other
necessary support functions provided by Microsoft prior to the entry of this
Final Judgment.

ii. use all reasonable efforts to maintain and increase the sales and revenues of
both the products produced or sold by the Operating Systems Business and
those produced or sold by the Applications Business prior to the
Implementation of the Plan and to support research and development and
business development efforts of both the Operating Systems Business and the
Applications Business;

iii. take no action that undermines, frustrates, interferes with, or makes more
difficult the reorganization required by this Final Judgment without the prior
approval of the Court; and

iv. file a report with the Court sixty days after entry of this Final Judgment on the
steps Microsoft has taken to comply with the requirements of this section 1. d.

2. Provisions Implementing Reorganization

a. After Implementation of the Plan, and throughout the term of this Final Judgment,
neither the Operating Systems Business nor the Applications Business, nor any member
of their respective Boards of Directors, shall acquire any securities or assets of the
other Business; no Covered Shareholder holding securities of either the Operating
Systems Business or the Applications Business shall acquire any securities or assets of
or shall be an officer, director, or employee of the other Business; and no person who is
an officer, director, or employee of the Operating Systems Business or the Applications
Business shall be an officer, director, or employee of the other Business.

b. After Implementation of the Plan and throughout the term of the Final Judgment, the
Operating Systems Business and the Applications Business shall be prohibited from:

i. merging or otherwise recombining, or entering into any joint venture with one
another;

ii. entering into any Agreement under which one of the Businesses develops, sells,
licenses for sale or distribution, or distributes products or services developed,
sold, licensed, or distributed by the other Business;

iii. providing to the other any APIs, Technical Information, Communications
Interfaces, or technical information that is not simultaneously published,
disclosed, or made readily available to ISVs, IHVs, and OEMs; and

iv. licensing, selling or otherwise providing to the other Business any product or
service on terms more favorable than those available to any similarly situated
third party.

c. After Implementation of the Plan and throughout the term of this Final Judgment, the
Operating Systems Business and the Applications Business shall file with the Plaintiffs a
copy of each Agreement (and a memorandum describing each oral Agreement) entered
into between them.

d. Throughout the term of this Final Judgment, Microsoft, the Operating Systems Business
and the Applications Business shall be prohibited from taking adverse action against any
person or entity in whole or in part because such person or entity provided evidence in
this case.

e. The obligations and restrictions set forth in sections 3 and 4 herein concerning
Microsoft shall, after the Implementation of the Plan, apply only to the Operating
Systems Business.

3. Provisions In Effect Until Full Implementation of the Plan of Reorganization. The provisions in
this section 3 shall remain in effect until the earlier of three years after the Implementation of the
Plan or the expiration of the term of this Final Judgment.

a. OEM Relations.

i. Ban on Adverse Actions for Supporting Competing Products. Microsoft shall
not take or threaten any action adversely affecting any OEM (including but not
limited to giving or withholding any consideration such as licensing terms;
discounts; technical, marketing, and sales support; enabling programs; product
information; technical information; information about future plans; developer
tools or developer support; hardware certification; and permission to display
trademarks or logos) based directly or indirectly, in whole or in part, on any
actual or contemplated action by that OEM:

(1) to use, distribute, promote, license, develop, produce or sell any
product or service that competes with any Microsoft product or
service; or

(2) to exercise any of the options or alternatives provided under this Final
Judgment.

ii. Uniform Terms for Windows Operating System Products Licensed to Covered
OEMs. Microsoft shall license Windows Operating System Products to
Covered OEMs pursuant to uniform license agreements with uniform terms and
conditions and shall not employ market development allowances or discounts in
connection with Windows Operating System Products. Without limiting the
foregoing, Microsoft shall charge each Covered OEM the applicable royalty for
Windows Operating System Products as set forth on a schedule, to be
established by Microsoft and published on its web site, that provides for
uniform royalties for Windows Operating System Products, except that

(1) the schedule may specify different royalties for different language
versions, and

(2) the schedule may specify reasonable volume discounts based upon
actual volume of total shipments of Windows Operating System
Products.

Without limiting the foregoing, Microsoft shall afford Covered OEMs equal
access to licensing terms; discounts; technical, marketing, and sales support;
product information; technical information; information about future plans;
developer tools or developer support; hardware certification; and permission to
display trademarks or logos. The foregoing requirement insofar as it relates to
access to technical information and information about future plans shall not
apply to any bona fide joint development effort by Microsoft and a Covered
OEM with respect to confidential matters within the scope of that effort.
Microsoft shall not terminate a Covered OEM's license for a Windows
Operating System Product without having first given the Covered OEM written
notice of the reason for proposed termination and not less than thirty days'
opportunity to cure. Microsoft shall not enforce any provision in any
Agreement with a Covered OEM that is inconsistent with this Final Judgment

iii. OEM Flexibility in Product Configuration. Microsoft shall not restrict (by
contract or otherwise, including but not limited to granting or withholding
consideration) an OEM from modifying the boot sequence, startup folder,
internet connection wizard, desktop, preferences, favorites, start page, first
screen, or other aspect of a Windows Operating System Product to--

(1) include a registration sequence to obtain subscription or other
information from the user;

(2) display icons of or otherwise feature other products or services,
regardless of the size or shape of such icons or features, or to remove
the icons, folders, start menu entries, or favorites of Microsoft products
or services;

(3) display any user interfaces, provided that an icon is also displayed that
allows the user to access the Windows user interface; or

(4) launch automatically any non-Microsoft Middleware, Operating System
or application, offer its own Internet access provider or other start-up
sequence, or offer an option to make non-Microsoft Middleware the
Default Middleware and to remove the means of End-User Access for
Microsoft's Middleware Product.

b. Disclosure of APIs, Interfaces and Technical Information. Microsoft shall disclose to
ISVs, IHVs, and OEMs in a Timely Manner, in whatever media Microsoft disseminates
such information to its own personnel, all APIs, Technical Information and
Communications Interfaces that Microsoft employs to enable--

i. Microsoft applications to interoperate with Microsoft Platform Software
installed on the same Personal Computer, or

ii. a Microsoft Middleware Product to interoperate with Windows Operating
System software (or Middleware distributed with such Operating System)
installed on the same Personal Computer, or

iii. any Microsoft software installed on one computer (including but not limited to
server Operating Systems and operating systems for handheld devices) to
interoperate with a Windows Operating System (or Middleware distributed
with such Operating System) installed on a Personal Computer.

To facilitate compliance, and monitoring of compliance, with the foregoing, Microsoft
shall create a secure facility where qualified representatives of OEMs, ISVs, and IHVs
shall be permitted to study, interrogate and interact with relevant and necessary portions
of the source code and any related documentation of Microsoft Platform Software for
the sole purpose of enabling their products to interoperate effectively with Microsoft
Platform Software (including exercising any of the options in section 3. a. iii).

c. Knowing Interference with Performance. Microsoft shall not take any action that it
knows will interfere with or degrade the performance of any non-Microsoft
Middleware when interoperating with any Windows Operating System Product without
notifying the supplier of such non-Microsoft Middleware in writing that Microsoft
intends to take such action, Microsoft's reasons for taking the action, and any ways
known to Microsoft for the supplier to avoid or reduce interference with, or the
degrading of, the performance of the supplier's Middleware.

d. Developer Relations. Microsoft shall not take or threaten any action affecting any ISV
or IHV (including but not limited to giving or withholding any consideration such as
licensing terms; discounts; technical, marketing, and sales support; enabling programs;
product information; technical information; information about future plans; developer
tools or developer support; hardware certification; and permission to display
trademarks or logos) based directly or indirectly, in whole or in part, on any actual or
contemplated action by that ISV or IHV to --

i. use, distribute, promote, or support any Microsoft product or service, or

ii. develop, use, distribute, promote or support software that runs on non-Microsoft
Middleware or a non-Microsoft Operating System or that competes
with any Microsoft product or service, or

iii. exercise any of the options or alternatives provided under this Final Judgment.

e. Ban on Exclusive Dealing. Microsoft shall not enter into or enforce any agreement in
which a third party agrees, or is offered or granted consideration, to

i. limit its development, production, distribution, promotion or use of, or payment
for, any non-Microsoft Platform Software,

ii. distribute, promote or use any Microsoft Platform Software exclusively,

iii. degrade the performance of any non-Microsoft Platform Software, or

iv. in the case of an agreement with an Internet access provider or Internet content
provider, distribute, promote or use Microsoft software in exchange for
placement with respect to any aspect of a Windows Operating System
Product.

f. Ban on Contractual Tying. Microsoft shall not condition the granting of a Windows
Operating System Product license, or the terms or administration of such license, on an
OEM or other licensee agreeing to license, promote, or distribute any other Microsoft
software product that Microsoft distributes separately from the Windows Operating
System Product in the retail channel or through Internet access providers, Internet
content providers, ISVs or OEMs, whether or not for a separate or positive price.

g. Restriction on Binding Middleware Products to Operating System Products. Microsoft
shall not, in any Operating System Product distributed six or more months after the
effective date of this Final Judgment, Bind any Middleware Product to a Windows
Operating System unless:

i. Microsoft also offers an otherwise identical version of that Operating System
Product in which all means of End-User Access to that Middleware Product
can readily be removed (a) by OEMs as part of standard OEM preinstallation
kits and (b) by end users using add-remove utilities readily accessible in the
initial boot process and from the Windows desktop; and

ii. when an OEM removes End-User Access to a Middleware Product from any
Personal Computer on which Windows is preinstalled, the royalty paid by that
OEM for that copy of Windows is reduced in an amount not less than the
product of the otherwise applicable royalty and the ratio of the number of
amount in bytes of binary code of (a) the Middleware Product as distributed
separately from a Windows Operating System Product to (b) the applicable
version of Windows.

h. Agreements Limiting Competition. Microsoft shall not offer, agree to provide, or
provide any consideration to any actual or potential Platform Software competitor in
exchange for such competitor's agreeing to refrain or refraining in whole or in part from
developing, licensing, promoting or distributing any Operating System Product or
Middleware Product competitive with any Windows Operating System Product or
Middleware Product.

i. Continued Licensing of Predecessor Version. Microsoft shall, when it makes a major
Windows Operating System Product release (such as Windows 95, OSR 2.0, OSR
2.5, Windows 98, Windows 2000 Professional, Windows "Millennium," "Whistler,"
"Blackcomb," and successors to these), continue for three years after said release to
license on the same terms and conditions the previous Windows Operating System
Product to any OEM that desires such a license. The net royalty rate for the previous
Windows Operating System Product shall be no more than the average royalty paid by
the OEM for such Product prior to the release. The OEM shall be free to market
Personal Computers in which it preinstalls such an Operating System Product in the
same manner in which it markets Personal Computers preinstalled with other Windows
Operating System Products.

4. Internal Antitrust Compliance. This section shall remain in effect throughout the term of this
Final Judgment.

a. Within 30 days after the effective date of this Final Judgment, Microsoft shall establish a
Compliance Committee of its corporate Board of Directors, consisting of not fewer
than three members of the Board of Directors who are not present or former
employees of Microsoft.

b. The Compliance Committee shall hire a Chief Compliance Officer, who shall report
directly to the Compliance Committee and to the Chief Executive Officer of Microsoft.

c. The Chief Compliance Officer shall be responsible for development and supervision of
Microsoft's internal programs to ensure compliance with the antitrust laws and this Final
Judgment.

d. Microsoft shall give the Chief Compliance Officer sufficient authority and resources to
discharge the responsibilities listed herein.

e. The Chief Compliance Officer shall

i. within 30 days after entry of this Final Judgment, cause to be delivered to each
Microsoft officer, director, and manager, and each platform software developer
and employee involved in relations with OEMs, ISVs, or IHVs, a copy of this
Final Judgment together with additional informational materials describing the
conduct prohibited and required by this Final Judgment;

ii. distribute in a timely manner a copy of this Final Judgment and such additional
informational materials to any person who succeeds to a position of officer,
director, or manager, or platform software developer or employee involved in
relations with OEMs, ISVs, or IHVs;

iii. obtain from each officer, director, and manager, and each platform software
developer and employee involved in relations with OEMs, ISVs, or IHVs,
within 60 days of entry of this Final Judgment, and for each person thereafter
succeeding to such a position within 5 days of such succession, a written
certification that he or she:

(1) has read, understands, and agrees to abide by the terms of this Final
Judgment; and

(2) has been advised and understands that his or her failure to comply with
this Final Judgment may result in conviction for criminal contempt of
court;

iv. maintain a record of persons to whom this Final Judgment has been distributed
and from whom, pursuant to Section 4( e)( iii), such certifications have been
obtained;

v. establish and maintain a means by which employees can report potential
violations on a confidential basis; and

vi. report immediately to Plaintiffs and the Court any violation of this Final
Judgment.

f. The Chief Compliance Officer may be removed only by the Chief Executive Officer
with the concurrence of the Compliance Committee.

g. Microsoft shall, with the supervision of the Chief Compliance Officer, maintain for a
period of at least four years the e-mail of all Microsoft officers, directors and managers
engaged in software development, marketing, sales and developer relations related to
Platform Software.

5. Compliance Inspection. This section shall remain in effect throughout the term of this Final
Judgment.

a. For purposes of determining or securing implementation of or compliance with this Final
Judgment, including the provisions requiring a plan of reorganization, or determining
whether this Final Judgment should be modified or vacated, and subject to any legally
recognized privilege, from time to time:

i. Duly authorized representatives of a Plaintiff, upon the written request of the
Assistant Attorney General in charge of the Antitrust Division of the United
States Department of Justice, or the Attorney General of a Plaintiff State, as the
case may be, and on reasonable notice to Microsoft made to its principal office,
shall be permitted:

(1) Access during office hours to inspect and copy or, at Plaintiffs' option,
demand Microsoft provide copies of all books, ledgers, accounts,
correspondence, memoranda, source code, and other records and documents
in the possession or under the control of Microsoft (which may have counsel
present), relating to the matters contained in this Final Judgment; and

(2) Subject to the reasonable convenience of Microsoft and without restraint or
interference from it, to interview, either informally or on the record, its officers,
employees, and agents, who may have their individual counsel present,
regarding any such matters.

ii. Upon the written request of the Assistant Attorney General in charge of the
Antitrust Division of the United States Department of Justice, or the Attorney
General of a Plaintiff State, as the case may be, made to Microsoft at its
principal offices, Microsoft shall submit such written reports, under oath if
requested, as may be requested with respect to any matter contained in this
Final Judgment.

iii. No information or documents obtained by the means provided in this Article
shall be divulged by a representative of a Plaintiff to any person other than a
duly authorized representative of a Plaintiff, except in the course of legal
proceedings to which the Plaintiff is a party (including grand jury proceedings),
or for the purpose of securing compliance with this Final Judgment, or as
otherwise required by law.

iv. If at the time information or documents are furnished by Microsoft to a Plaintiff,
Microsoft represents and identifies in writing the material in any such
information or documents to which a claim of protection may be asserted under
Rule 26( c)( 7) of the Federal Rules of Civil Procedure, and Microsoft marks
each pertinent page of such material, "Subject to claim of protection under Rule
26( c)( 7) of the Federal Rules of Civil Procedure," then ten (10) calendar days
notice shall be given by a Plaintiff to Microsoft prior to divulging such material in
any legal proceeding (other than a grand jury proceeding) to which Microsoft is
not a party.

6. Effective Date, Term, Retention of Jurisdiction, Modification

a. This Final Judgment shall take effect 30 days after the date on which it is entered;
provided, however that sections 1. b and 2 (except 2. d) shall be stayed pending
completion of any appeals from this Final Judgment.

b. Except as provided in section 2. d., the provisions of this Final Judgment apply to
Microsoft, the Separated Business, the Remaining Business, their successors and
assigns (including any transferee or assignee of any ownership rights to, control of, or
ability to license the patents referred to in this Final Judgment), their subsidiaries,
affiliates, directors, officers, managers, agents, and employees, and all other persons in
active concert or participation with any of them who shall have received actual notice of
this Final Judgment by personal service or otherwise.

c. This Final Judgment shall expire at the end of ten years from the date on which it takes
effect.

d. The Court may act sua sponte to issue orders or directions for the construction or
carrying out of this Final Judgment, for the enforcement of compliance therewith, and
for the punishment of any violation thereof.

e. Jurisdiction is retained by this Court for the purpose of enabling any of the parties to this
Final Judgment to apply to this Court at any time for such further orders or directions as
may be necessary or appropriate for the construction or carrying out of this Final
Judgment, for the modification of any of the provisions hereof, for the enforcement of
compliance herewith, and for the punishment of any violation hereof.

f. In accordance with the Court's Conclusions of Law, the plaintiff States shall submit a
motion for costs and fees, with supporting documents as necessary, no later than 45
days after the entry of this Final Judgment.

7. Definitions.

a. "Agreement" means any agreement, arrangement, alliance, understanding, or joint
venture, whether written or oral.

b. "Application Programming Interfaces (APIs)" means the interfaces, service provider
interfaces, and protocols that enable a hardware device or an application, Middleware,
or server Operating System to obtain services from (or provide services in response to
requests from) Platform Software in a Personal Computer and to use, benefit from, and
rely on the resources, facilities, and capabilities of such Platform Software.

c. "Applications Business" means all businesses carried on by Microsoft Corporation on
the effective date of this Final Judgment except the Operating Systems Business.
Applications Business includes but is not limited to the development, licensing,
promotion, and support of client and server applications and Middleware (e. g., Office,
BackOffice, Internet Information Server, SQL Server, etc.), Internet Explorer, Mobile
Explorer and other web browsers, Streaming Audio and Video client and server
software, Mobile Explorer, transaction server software, SNA server software, indexing
server software, XML servers and parsers, Microsoft Management Server, Java virtual
machines, Frontpage Express (and other web authoring tools), Outlook Express (and
other e-mail clients), Media player, voice recognition software, Net Meeting (and other
collaboration software), developer tools, hardware, MSN, MSNBC, Slate, Expedia,
and all investments owned by Microsoft in partners or joint venturers, or in ISVs,
IHVs, OEMs or other distributors, developers, and promoters of Microsoft products,
or in other information technology or communications businesses.

d. "Bind" means to include a product in an Operating System Product in such a way that
either an OEM or an end user cannot readily remove or uninstall the product.

e. "Business" means the Operating Systems Business or the Applications Business.

f. "Communications Interfaces" means the interfaces and protocols that enable software
installed on other computers (including servers and handheld devices) to interoperate
with the Microsoft Platform Software on a Personal Computer.

g. "Covered OEM" means the 20 OEMs with the highest volume of sales of Personal
Computers in the United States in the previous 12 months.

h. "Covered Shareholder" means a shareholder of Microsoft on the date of entry of this
Final Judgment who is a present or former employee, officer or director of Microsoft
and who owns directly or beneficially more than 3 percent of the voting stock of the
firm.

i. "Default Middleware" means Middleware configured to launch automatically (that is, by
"default") to provide particular functionality when other Middleware has not been
selected for this purpose. For example, a default browser is Middleware configured to
launch automatically to display Web pages transmitted over the Internet or an intranet
that bear the .htm extension, when other software has not been selected for this
purpose.

j. "End-User Access" means the invocation of Middleware directly or indirectly by an
end user of a Personal Computer or the ability of such an end user to invoke
Middleware. "End-User access" includes invocation of Middleware by end users
which is compelled by the design of the Operating System Product.

k. "IHV" means an independent hardware vendor that develops hardware to be included
in or used with a personal computer.

l. "Implementation of the Plan" means full completion of all of the steps described in
section 1. c.

m. "Intellectual Property" means copyrights, patents, trademarks and trade secrets used by
Microsoft or licensed by Microsoft to third parties.

n. "ISV" means any entity other than Microsoft (or any subsidiary, division, or other
operating unit of any such other entity) that is engaged in the development and licensing
(or other marketing) of software products intended to interoperate with Microsoft
Platform Software.

o. "Middleware" means software that operates, directly or through other software,
between an Operating System and another type of software (such as an application, a
server Operating System, or a database management system) by offering services via
APIs or Communications Interfaces to such other software, and could, if ported to or
interoperable with multiple Operating Systems, enable software products written for
that Middleware to be run on multiple Operating System Products. Examples of
Middleware within the meaning of this Final Judgment include Internet browsers, e-mail
client software, multimedia viewing software, Office, and the Java Virtual Machine.
Examples of software that are not Middleware within the meaning of this Final
Judgment are disk compression and memory management.

p. "Middleware Product" means

i. Internet browsers, e-mail client software, multimedia viewing software, instant
messaging software, and voice recognition software, or

ii. software distributed by Microsoft that

(1) is, or has in the applicable preceding year been, distributed separately
from an Operating System Product in the retail channel or through
Internet access providers, Internet content providers, ISVs or OEMs,
and

(2) provides functionality similar to that provided by Middleware offered
by a competitor to Microsoft.

q. "Non-Covered Shareholder" means a shareholder of Microsoft who is not a Covered
Shareholder on the date of entry of this Final Judgment.

r. "OEM" means the manufacturer or assembler of a personal computer.

s. "Operating System" means the software that controls the allocation and usage of
hardware resources (such as memory, central processing unit time, disk space, and
peripheral devices) of a computer, providing a "platform" by exposing APIs that
applications use to "call upon" the Operating System's underlying software routines in
order to perform functions.

t. "Operating System Product" means an Operating System and additional software
shipped with the Operating System, whether or not such additional software is
marketed for a positive price. An Operating System Product includes Operating
System Product upgrades that may be distributed separately from the Operating
System Product.

u. "Operating Systems Business" means the development, licensing, promotion, and
support of Operating System Products for computing devices including but not limited
to (i) Personal Computers, (ii) other computers based on Intel x-86 or competitive
microprocessors, such as servers, (iii) handheld devices such as personal digital
assistants and cellular telephones, and (iv) television set-top boxes.

v. "Personal Computer" means any computer configured so that its primary purpose is to
be used by one person at a time, that uses a video display and keyboard (whether or
not the video display and keyboard are actually included), and that contains an Intel
x86, successor, or competitive microprocessor, and computers that are commercial
substitutes for such computers.

w. "Plaintiff" means the United States or any of the plaintiff States in this action.

x. "Plan" means the final plan of reorganization approved by the Court.

y. "Platform Software" means an Operating System or Middleware or a combination of
an Operating System and Middleware.

z. "Remaining Business" means whichever of the Operating Systems Business and the
Applications Businesses is not transferred to a separate entity pursuant to the Plan.

aa. "Separated Business" means whichever of the Operating Systems Business and the
Applications Businesses is transferred to a separate entity pursuant to the Plan.

bb. "Technical Information" means all information, regarding the identification and means of
using APIs and Communications Interfaces, that competent software developers
require to make their products running on any computer interoperate effectively with
Microsoft Platform Software running on a Personal Computer. Technical information
includes but is not limited to reference implementations, communications protocols, file
formats, data formats, syntaxes and grammars, data structure definitions and layouts,
error codes, memory allocation and deallocation conventions, threading and
synchronization conventions, functional specifications and descriptions, algorithms for
data translation or reformatting (including compression/ decompression algorithms and
encryption/ decryption algorithms), registry settings, and field contents.

cc. "Timely Manner": disclosure of APIs, Technical Information and Communications
Interfaces in a timely manner means, at a minimum, publication on a web site accessible
by ISVs, IHVs, and OEMs at the earliest of the time that such APIs, Technical
Information, or Communications Interfaces are (1) disclosed to Microsoft's
applications developers, (2) used by Microsoft's own Platform Software developers in
software released by Microsoft in alpha, beta, release candidate, final or other form, (3)
disclosed to any third party, or (4) within 90 days of a final release of a Windows
Operating System Product, no less than 5 days after a material change is made between
the most recent beta or release candidate version and the final release.

dd. "Windows Operating System Product" means software code (including source code
and binary code, and any other form in which Microsoft distributes its Windows
Operating Systems for Personal Computers) of Windows 95, Windows 98, Windows
2000 Professional, and their successors, including the Windows Operating Systems for
Personal Computers codenamed "Millennium," "Whistler," and "Blackcomb," and
their successors.