Re: Insider Trading:  New California Emergency Regulation Permits Trading 
Plans under SEC Rule 10b5-1(c)

                    Attached is a memorandum, dated March 23, 2001,
from Sullivan & Cromwell concerning the above subject. A summary is also 
included at the end of the text of this e-mail message.

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native format.  Hard copies can be obtained from Ivy Moreno at S&C in New 
York, telephone 212-558-3448, e-mail: Morenoi@sullcrom.com.


SUMMARY

                    On March 14, 2001, an emergency regulation became 
effective that clarifies that sales plans and repurchase programs under SEC 
Rule 10b5-1 also provide an affirmative defense to insider trading liability 
under California law.  The emergency regulation will be effective for a 
period of 120 days.  At that time, the emergency regulation will lapse

unless the Commissioner of Corporations takes appropriate action to adopt a 
permanent regulation or the emergency regulation is readopted.






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