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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
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Dyncorp
International Inc.
(Name
of Issuer)
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Class
A Common Stock
(Title
of Class of Securities)
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26817C101
(CUSIP
Number)
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December
31, 2009
(Date
of Event which Requires Filing of this
Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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[
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X
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] Rule
13d-1(b)
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[
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] Rule
13d-1(c)
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[
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] Rule
13d-1(d)
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*
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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SCHEDULE
13G
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CUSIP
No. 26817C101
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1.
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Names
of Reporting Persons.
Iridian
Asset Management LLC
I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [X
] (b) [ ]
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3.
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SEC
USE ONLY
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
4,654,728
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
4,654,728
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,654,728
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
8.3%
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12.
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Type
of Reporting Person
IA
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2
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SCHEDULE
13G
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CUSIP
No. 26817C101
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1.
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Names
of Reporting Persons.
David
L. Cohen
I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [
X
] (b) [ ]
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3.
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SEC
USE ONLY
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4.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
4,654,728
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
4,654,728
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,654,728
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
8.3%
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12.
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Type
of Reporting Person
IN
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3
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SCHEDULE
13G
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CUSIP
No. 26817C101
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1.
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Names
of Reporting Persons.
Harold
J. Levy
I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (b) [ ]
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3.
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SEC
USE ONLY
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4.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
75,000
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6.
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Shared
Voting Power
4,654,728
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7.
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Sole
Dispositive Power
75,000
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8.
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Shared
Dispositive Power
4,654,728
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,729,728
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
8.4%
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12.
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Type
of Reporting Person
IN
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4
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This
Amendment amends in its entirety the Schedule 13G previously filed for the
month ended December 31, 2008.
Item
1.
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(a)
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Name
of Issuer
Dyncorp
International Inc.
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(b)
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Address
of Issuer's Principal Executive Offices
3190
Fairview Park Drive, Suite 700, Falls Church, VA 22042
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Item
2.
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(a)
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Name
of Person Filing
This Statement
is being filed by and on behalf of Iridian Asset Management LLC
("Iridian"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy")
(collectively, the "Reporting Persons").
Effective
June 30, 2009, Cohen and Levy indirectly acquired ownership and control of
100% of the equity interest of Iridian from BIAM (US) Inc., an indirect
wholly owned subsidiary of The Governor and Company of the Bank of
Ireland. Thus, on that date, Cohen and Levy may be deemed to have acquired
beneficially ownership of all shares of Common Stock beneficially owned by
Iridian.
Iridian
is majority owned by Arovid Associates LLC, a Delaware limited liability
company owned and controlled by the following: 12.5% by Cohen,
12.5% by Levy, 37.5% by LLMD LLC, a Delaware limited liability company,
and 37.5% by ALHERO LLC, a Delaware limited liability company. LLMD LLC is
owned 1% by Cohen, and 99% by a family trust controlled by Cohen. ALHERO
LLC is owned 1% by Levy and 99% by a family trust controlled by
Levy.
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(b)
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Address
of Principal Business Office or, if none, Residence
The
principal business address of the Reporting Persons is 276 Post Road West,
Westport, CT 06880-4704.
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(c)
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Citizenship
or Place of Organization
Iridian
is a Delaware limited liability company. Cohen and Levy are US
citizens.
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(d)
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Title
of Class of Securities
Class
A Common Stock
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(e)
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CUSIP
Number
26817C101
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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[
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
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(e)
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[ ]
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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[
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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[
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[
x]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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(a)
and (b)
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Amount
beneficially owned and Percent of Class:
As
of the date of this Statement, the Reporting Persons beneficially owned in
the aggregate 4,654,728 shares of Common Stock which equates to
approximately 8.3% of the outstanding shares (the percentage of shares of
Common Stock owned being based upon 56,273,575 shares of Common Stock
outstanding at November 3, 2009 as set forth in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended October 3, 2009).
Iridian
has direct beneficial ownership of the shares of Common Stock in the
accounts for which it serves as the investment adviser under its
investment management agreements.
Messrs. Cohen
and Levy may be deemed
to possess beneficial ownership of
the shares of Common Stock beneficially owned by Iridian by virtue of
their indirect controlling ownership of
Iridian, and having the power to vote and direct the
disposition of shares of Common Stock as
joint Chief Investment Officers of
Iridian. Messrs. Cohen and Levy disclaim beneficial ownership of such
shares.
Mr.
Levy has direct beneficial ownership of the 75,000 shares of Common Stock
owned by him which equates to approximately 0.1% of the outstanding
shares
As
used herein, "beneficial ownership" has the meaning set forth in Rule
13d-3 under the Securities Exchange Act of 1934, as amended.
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(c)
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Power
to vote or dispose.
Iridian
has the direct power to vote or direct the vote, and the direct power to
dispose or direct the disposition, of 4,654,728 shares of Common Stock.
Cohen and Levy may be deemed to share with Iridian the power to vote or
direct the vote and to dispose or direct the disposition of such
shares.
Mr.
Levy has the direct power to vote or direct the vote, and the direct power
to dispose or direct the disposition, of 75,000 shares of Common
Stock.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the
following [ ].
Not
Applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not
Applicable
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Iridian
is an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, and its principal business is managing a number of
accounts containing securities over which Iridian has voting and
dispositive power.
Each
of Messrs. Cohen and Levy has a controlling interest in Iridian, and
serves as Co-Chief Executive Officer and Co-Chief Investment Officer of
Iridian.
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Item
9.
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Notice
of Dissolution of Group
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Not
Applicable
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Item
10.
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Certification
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By signing below
the undersigned certifies that, to
the best of its or his knowledge and
belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose
of and do not have the effect of
changing or influencing the control of
the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
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SIGNATURE
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After
reasonable inquiry and to the best of its or his knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
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Date:
January 28, 2010
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IRIDIAN
ASSET MANAGEMENT LLC
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By:
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/s/ Jeffrey
M. Elliott
_________________________
Jeffrey
M. Elliott
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Title:
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Executive
Vice President
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David
L. Cohen
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By:
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/s/ Jeffrey
M. Elliott
_________________________
Jeffrey
M. Elliott
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Title:
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Agent
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Harold
J. Levy
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By:
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/s/ Jeffrey
M. Elliott
__________________________
Jeffrey
M. Elliott
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Title:
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Agent
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