SEC Open Meeting Agenda
Wednesday, January 15, 2003, 10:00 a.m.

Agenda as of the afternoon of December 14, 2003. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Conditions for Use of Non-GAAP Financial Measures Office:  Division of Corporation Finance Staff:  Martin Dunn, Joseph Babits
Item 2:	Insider Trades During Pension Fund Blackout Periods Office:  Division of Corporation Finance Staff:  Elizabeth M. Murphy, Mark A. Borges, Anne M. Krauskopf
Item 3:	Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 Office:  Division of Corporation Finance Staff:  Elizabeth M. Murphy, Ray Be, N. Sean Harrison, Kim McManus

Item 1: Conditions for Use of Non-GAAP Financial Measures

The Commission will consider adopting new rules and amendments regarding the use of pro forma financial information in order to implement Section 401(b) of the Sarbanes-Oxley Act of 2002. In addition, the Commission will consider an amendment to Form 8-K requiring the submission of earnings announcements and releases.

For further information, please contact Joseph Babits at (202) 942-2910.

Item 2: Insider Trades During Pension Fund Blackout Periods

The Commission will consider whether to adopt new rules to prohibit an issuer's directors and executive officers from purchasing, selling or otherwise acquiring or transferring any equity security of the issuer during a pension plan blackout period that prevents plan participants or beneficiaries from engaging in equity securities transactions, if the equity security was acquired in connection with the director or executive officer's service or employment as a director or executive officer. These rules implement Section 306(a) of the Sarbanes-Oxley Act of 2002. In addition, the rules will require issuers to provide advance notice to their directors and executive officers and the Commission of the imposition of a pension plan blackout period.

For further information, please contact Mark A. Borges at (202) 942-2910, or Anne M. Krauskopf at (202) 942-2900.

Item 3: Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002

The Commission will consider whether to adopt new disclosure requirements mandated by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002. The new rules require a company subject to the reporting requirements of the Securities Exchange Act of 1934 to disclose: (1) whether it has adopted a code of ethics that applies to certain of its senior officers; and (2) whether a financial expert serves on the company's audit committee. The Commission will consider whether to adopt rules under Section 404 of the Sarbanes-Oxley Act relating to internal control reports by management in a separate release at a later date - these rules were proposed in the same release as the rules under Sections 406 and 407.

For further information, please contact Ray Be, Sean Harrison or Kim McManus, at (202) 942-2910.