Message-ID: <20006948.1075860248507.JavaMail.evans@thyme>
Date: Mon, 26 Mar 2001 04:05:00 -0800 (PST)
From: cromwell@sullcrom.com
To: mark.taylor@enron.com
Subject: S&C Memo Re: Insider Trading:  New California Emergency Regulatio n
 Permits Trading Plans under SEC Rule 10b5-1(c)
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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.

                    The attached file is in Adobe Acrobat format.  We believe 
most PCs will already have an Acrobat viewer loaded; we can provide free 
copies if Acrobat is not already loaded, and free copies can also be 
downloaded from the Adobe Acrobat website at www.adobe.com.  To view or print 
the memo use your e-mail system's function for opening attachments in their 
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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