The SEC rule will become effective no later than August 29, 2002 as called for by the Sarbanes-Oxley Act and includes:

• Form 4 filings, which are statements of changes in beneficial ownership of securities, are no longer reportable on a monthly basis; rather the new rules require that insiders file a Form 4 within two business days following most transactions in securities;

• Amendments to Rule 16a-3(f) will provide that transactions exempt from Section 16(b) relating to short-swing profit recovery, including option exercises (which currently may be reported on Form 5 within 45 days following an issuer's fiscal year-end), now must be reported on Form 4 within two business days of the transaction; and

• Amendments to Rule 16a-3(f) will require insiders to report on Form 4, within two business days, all exempt transactions with an issuer, including derivative securities transactions such as option issuances, option exercises and cancellations and re-pricing of stock options.

The SEC is considering exemptions from the two business day reporting deadline for specified types of transactions (such as single orders executed over more than one day, transactions pursuant to pre-existing arrangements and discretionary transactions involving employee benefit plans). The rules will carve out the exceptions and apply a different Form 4 due date for reporting such transactions.

The new rules require that no later than July 29, 2003, Section 16(a) reports must be filed electronically with the SEC.