SEC Open Meeting Agenda
Wednesday, October 30, 2002, 10:00 a.m.

Agenda as of the afternoon of October 29, 2002. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Definition of Terms in and Specific Exemptions for Banks, Savings Associations, and Savings Banks Under Sections 3(a)(4) and 3(a)(5) of the Securities Exchange Act of 1934 Office:  Division of Market Regulation Staff:  Robert L.D. Colby, Catherine McGuire, Lourdes Gonzalez, Linda Sundberg
Item 2:	Conditions for Use of Non-GAAP Financial Information Office:  Division of Corporation Finance Staff:  Martin Dunn, Joseph Babits
Item 3:	Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments Office:  Division of Corporation Finance and Office of the Chief Accountant Staff:  Elizabeth M. Murphy, Andrew Thorpe, Jenifer Minke-Girard, Eric Schuppenhauer
Item 4:	Insider Trades During Pension Fund Blackout Periods Office:  Division of Corporation Finance Staff:  Elizabeth M. Murphy, Mark A. Borges

Item 1: Definition of Terms in and Specific Exemptions for Banks, Savings Associations, and Savings Banks Under Sections 3(a)(4) and 3(a)(5) of the Securities Exchange Act of 1934

The Commission will consider whether to propose amendments to the definition of terms used in the exception from the definition of dealer for banks under Section 3(a)(5) of the Securities Exchange Act of 1934. The Commission will consider whether to propose amendments to the related exemption for banks, savings associations, and savings banks as well as propose a new exemption concerning securities lending. These proposals relate to the implementation of the specific exceptions for banks from the definitions of "broker" and "dealer" that were amended by the Gramm-Leach-Bliley Act.

For further information, please contact Linda Sundberg at (202) 942-0187.

Item 2: Conditions for Use of Non-GAAP Financial Information

The Commission will consider proposing 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 filing of earnings announcements and releases.

For further information, please contact Joseph Babits at (202) 942-2964.

Item 3: Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments

The Commission will consider whether to propose rules relating to Section 401(a) of the Sarbanes-Oxley Act of 2002. The proposed rules would require companies to provide in their "Management's Discussion and Analysis" section of Commission filings: (a) a discussion of off-balance sheet arrangements; (b) a table of aggregate contractual obligations due in short and long-term time horizons; and (c) either a table or textual disclosure of aggregate contingent liabilities and commitments in the short and long-term.

For further information, please contact Andrew Thorpe at (202) 942-2924 or Eric Schuppenhauer at (202) 942-7257.

Item 4: Insider Trades During Pension Fund Blackout Periods

The Commission will consider whether to propose new rules that would 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 would implement Section 306(a) of the Sarbanes-Oxley Act of 2002. In addition, the proposed rules would 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.