Form 10-K Exhibit Requirements with Respect to Compensatory Arrangements

Originally published February 11, 2005

On November 23, 2004, the staff of the Division of Corporation Finance of the Securities and Exchange Commission answered in writing 30 frequently asked questions (the "FAQs") with respect to the new Form 8-K requirements that were effective on August 23, 2004. Based on the staff’s interpretations contained in the FAQs relating to Item 601(b)(10) of Regulation S-K with regard to compensatory plans, contracts or arrangements, and subsequent indications of the staff’s views in this area, public companies should re-examine their past practices with respect to the exhibits they file as part of the Form 10-K.

In response to the staff’s current positions, public companies should consider filing the following exhibits as part of their Form 10-K to ensure compliance with the staff’s current positions under Item 601(b)(10) of Regulation S-K as it relates to compensatory plans, contracts or arrangements: