Rule 10b5-1 Trading Plan
This Trading Plan dated March 4,
2002 (the "Trading Plan") is entered
into between Xxxxx X. Xxxxx ("Seller")
and UBS PaineWebber Inc. ("UBS
PaineWebber"), acting as agent, for the
purpose of establishing a trading plan
that complies with Rule 10b5-1(c)(1)
under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
Seller and UBS PaineWebber agree as
follows:
1. Specific Plan of Sale. UBS
PaineWebber agrees
to effect sales of common stock, par
value $0.1667 per share, of Humana Inc.
("Issuer") (the "Stock") on behalf of
Seller in accordance with the specific
instructions set forth in Exhibit A
hereto (the "Sales Instructions").
2. Fees/Commissions. Seller shall pay
UBS PaineWebber XXXXXXXX per share of Stock
sold; such amount to be deducted by UBS
PaineWebber from the proceeds of sales
under this Trading Plan.
3. Seller's Representations and
Warranties. As of the date hereof, Seller
represents and warrants that:
(a) Seller is not aware of any material nonpublic
information concerning Issuer or any securities of
Issuer;
(b) Seller is entering into this Trading Plan
in good faith and not as part of a plan or scheme
to evade the prohibitions of Rule 10b5-1;
(c) Seller is not subject to any legal,
regulatoryor contractual restriction or undertaking
that would prevent UBS PaineWebber from
conducting sales in accordance with this
Trading Plan;
(d) This Trading Plan is consistent with
Issuer's xxxxxxx xxxxxxx policy;
(e) Seller has informed Issuer of this
Trading Plan, has furnished Issuer with a copy
of this Trading Plan and has been informed by
Issuer that this Trading Plan is consistent with the
Issuer's xxxxxxx xxxxxxx policy;
(f) Seller has informed UBS PaineWebber that
he is currently a party to an agreement
with Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated for the purpose of
establishing a trading plan that complies
with Rule 10b5-1 (the "Xxxxxxx Xxxxx
Plan"). Seller is not currently a party
to and within the 60 days preceding the
date hereof, has not been a party to any
other such agreements or trading plans.
(g) the Stock to be sold under this Trading
Plan is owned free and clear by Seller and is not
subject to any liens, security interests
or other encumbrances or limitations on
dispositions;
(h) to the extent that any Stock is eligible
for sale under Rule 144 or Rule 145 under the
Securities Act of 1933, as amended (the
"Securities Act"), that Stock is not
subject to any liens, security interests
or other encumbrances or limitations on
disposition, other than those imposed by
Rule 144 or Rule 145; and
(i) Seller has had an opportunity to consult
with Seller's own advisors as to the
legal (including this Trading Plan's
compliance with Rule 10b5-1 and
applicable state law), tax, business,
financial, accounting and related aspects
of this Trading Plan, including potential
application of Section 16(b) of the
Exchange Act to any transaction (whether
or not under this Trading Plan) engaged
in by Seller or on Seller's behalf.
Seller has not relied upon UBS
PaineWebber or any person affiliated with
UBS PaineWebber in connection with
Seller's adoption or implementation of
this Trading Plan, and Seller
acknowledges that Seller has not received
or relied on any representations from UBS
PaineWebber concerning this Trading
Plan's compliance with Rule 10b5-1.
4. Agreements by Seller.
(a) Brokerage Account. Seller agrees
that it will open a UBS PaineWebber
brokerage account
prior to the execution of sales
under this Trading Plan and agrees
to comply with its terms and
conditions.
(b) Delivery of Stock.
(i) Seller agrees to deliver
all shares of Stock to be
sold pursuant to this
Trading Plan (with the
amount to be agreed upon
by Seller and UBS
PaineWebber, if the Sale
Amount is designated as an
aggregate dollar amount)
(the "Plan Shares") into
an account at UBS
PaineWebber in the name of
and for the benefit of
Seller (the "Plan
Account") prior to the
commencement of any sales
under this Trading Plan.
Upon notification from UBS
PaineWebber, if any, that
the number of shares of
Stock in the Plan Account
is less than the number of
Plan Shares that UBS
PaineWebber estimates
remain to be sold pursuant
to this Trading Plan,
Seller agrees to deliver
promptly to the Plan
Account the number of
shares of Stock specified
by UBS PaineWebber as
necessary to eliminate
this shortfall.
(ii) Seller agrees that its
failure to make effective
delivery ofshares of Stock
shall relieve UBS
PaineWebber of its
obligations under this
Trading Plan.
(c) Hedging Transactions. While
this Trading Plan is in effect,
Seller agrees to comply with the
prohibition set forth in Rule 10b5
1(c)(1)(C) against entering into or
altering a corresponding or hedging
transaction or position with respect
to the Stock.
(d) Notice to UBS PaineWebber.
Seller agrees to notify UBS
PaineWebber to terminate or suspend
sales, as appropriate, as soon as
practicable upon the occurrence of
any of the events contemplated in
paragraph 8(a), (b), (c) or (d) or
paragraph 9(c).
(e) Communications. Seller agrees
that it shall not, directly or
indirectly, communicate
any material nonpublic information relating to
the Stock or Issuer to any employee of the UBS
PaineWebber 10b5-1 Group or any UBS PaineWebber
Financial Advisor.
(f) Certain Required Exchange Act Filings.
Seller agrees to make all filings, if any,
required under Sections 13(d), 13(g) and 16 of
the Exchange Act in a timely manner, to the
extent any such filings are applicable to
Seller.
(g) Compliance with Applicable Laws. Seller
agrees to comply with all applicable laws,
including, without limitation,
Section 16(a) of the Exchange Act and the rules
and regulations promulgated thereunder.
(h) No Influence. Seller acknowledges and
agrees that Seller does not have, and shall not
attempt to exercise, any influence over how,
when or whether to effect sales of Stock
pursuant to this Trading Plan.
(i) Stock Non-Marginable. The Stock is not
marginable and may not be used by Seller as
collateral for any purpose.
(j) Discretion. Seller acknowledges and agrees
that UBS PaineWebber and its affiliates and any
of their respective officers, employees or other
representatives shall not exercise discretionary
authority or discretionary control in connection
with effecting sales under this Trading Plan,
except pursuant to the Sales Instructions under
this Trading Plan or the express provisions of
this Trading Plan.
(k) Exclusivity. Seller agrees that until this Trading
Plan has been terminated, Seller shall not establish any
other Rule 10b5-1 trading plans with respect to the
Stock, other than the Xxxxxxx Xxxxx Plan.
(l) Acknowledgment of Relief from Obligation to
Effect Sales. Seller acknowledges and agrees
that UBS PaineWebber shall be relieved of its
obligation to sell Stock as otherwise required
by paragraph 1 above at any time when:
(i) UBS PaineWebber has determined that (A)
a material adversechange in the financial
markets, in the market activity in Issuer or
in the internal systems of UBS PaineWebber
or one of its affiliates, an outbreak or
escalation of hostilities or other crisis or
calamity has occurred (in each case, the
effect of which is such as to make it, in
the sole judgment of UBS PaineWebber,
impracticable for UBS PaineWebber to sell
Stock); or (B) a trading suspension with
respect to the Stock by the Securities and
Exchange Commission or New York Stock
Exchange ("Primary Exchange"), a delisting
of the Stock by the Primary Exchange, or a
banking moratorium has occurred;
(ii) UBS PaineWebber determines, in its sole
discretion, that it is prohibited from doing
so by a legal, contractual or regulatory
restriction applicable to it or its affiliates
or to Seller or Seller's affiliates;
(iii) UBS PaineWebber suspends this Trading
Plan in accordance with paragraph 6 below;
(iv) This Trading Plan is terminated in
accordance with paragraph 7 below; or Seller
further acknowledges and agrees that if UBS
PaineWebber cannot effect a sale as required
by paragraph 1 above for any of such
reasons, UBS PaineWebber shall effect such
sale as promptly as practical after the
cessation or termination of such cause,
subject to the restrictions set forth in
paragraph 1 of Exhibit A.
(m) Seller agrees to notify UBS PaineWebber of
any amendment, modification or termination of
the Xxxxxxx Xxxxx Plan.
5. Rule 144 and Rule 145. With respect to sales of
Stock subject to Rule 144 or Rule 145, Seller and UBS
PaineWebber agree to comply with the following
provisions.
(a) Agreements by Seller Regarding Rule 144 and
Rule 145.
(i) Seller agrees not to take, and agrees
to cause any person or entity with
which Seller would be required to
aggregate sales of Stock pursuant to
Rule 144(a)(2) or (e) not to take, any
action that would cause the sales
hereunder not to meet all applicable
requirements of Rule 144 or Rule 145.
(ii) Seller agrees to complete, execute and
deliver to UBS PaineWebber Forms 144
for sales to be effected under the
Trading Plan at such times and in such
numbers as UBS PaineWebber shall
request.
(iii) Seller agrees to complete,
execute and deliver to UBS PaineWebber
Rule 144 Letters (in the form attached
hereto as Exhibit C) for sales to be
effected under the Trading Plan at such
times and in such numbers as UBS
PaineWebber shall request. (iv) Seller
will file such Forms 144 pursuant to
paragraph 5(a)(ii) above as required by
applicable law. Seller shall make one
Form 144 filing at the beginning of
each three-month period, commencing
upon the first Sale Day under the
Trading Plan.
(b) Agreements by UBS PaineWebber Regarding
Rule 144 and Rule 145.
(i) UBS PaineWebber agrees to conduct all
sales pursuant to the Trading Plan in
accordance with the manner of sale
requirement of Rule 144 and/or Rule
145. UBS PaineWebber shall not effect
any sales that it knows would exceed
the then-applicable volume limitation
under Rule 144 or Rule 145. UBS
PaineWebber has been advised that
Seller has entered into a Rule 10b5-1
trading plan with Xxxxxxx Xxxxx and
that together these sales will be in
compliance with Rule 144 volume
limitations.
6. Suspension. Sales under this Trading Plan shall
be suspended as follows:
(a) Promptly after the date on which UBS
PaineWebber receives notice from Seller or
Issuer of legal, contractual or regulatory
restrictions applicable to Seller or
Seller's affiliates that would prevent UBS
PaineWebber from selling Stock for Seller's
account during the Plan Sales Period (as
defined below) (such notice merely stating
that there is a restriction applicable to
Seller without specifying the reasons for
the restriction), including a restriction
based on Seller's awareness of material
nonpublic information in connection with a
tender offer for Issuer's securities
(transactions on the basis of which Rule 14e-
3 of the Exchange Act could be violated).
(b) In the event of a Qualifying Securities
Offering (as defined below), from the
Suspension Date until UBS PaineWebber
receives notice from Issuer of the
Resumption Date (each as defined below);
provided, however, that (i) UBS PaineWebber
has received reasonable notice of such
Qualifying Securities Offering from Seller
or Issuer; and (ii) Seller certifies that
Seller has no control over the date on which
the Preliminary Offering Document or
Underwriting Agreement (each, as defined
below) is filed, used, distributed or
executed, as the case may be.
(c) "Qualifying Securities Offering" means any
offering of securities of Issuer for cash in
which the lead underwriter, lead manager,
initial purchaser, placement agent or other
entity performing a similar function (each,
an "Underwriter") requires Seller to agree
to restrict Seller's ability to effect Sales
pursuant to this Trading Plan. "Suspension
Date" means the earlier of (i) the date on
which a preliminary prospectus, offering
memorandum, offering circular or other
disclosure document (each, a "Preliminary
Offering Document") is first used to market
securities of Issuer by the Underwriter or
(ii) if no such offering document is used in
connection with a Qualifying Securities
Offering, the date on which the underwriting
agreement, purchase agreement, placement
agent agreement or similar agreement (each,
an "Underwriting Agreement") is entered into
by the Underwriter and Issuer. "Resumption
Date" means the day immediately following
the expiration of the time period during
which Seller was restricted from effecting
Sales pursuant to this Trading Plan in
accordance with the Underwriting Agreement.
(d) During any "blackout" period declared
by Issuer ("Blackout Period"); provided,
however, that (i) Seller certifies that
Seller has no control over the timing or
duration o the Blackout Period under which
sales are to be suspended and (ii) UBS
PaineWebber has received reasonable notice
of the timing and duration of such Blackout
Period from Seller or Issuer (such notice
merely stating that there is a restriction
applicable to Seller without specifying the
reasons for the restriction). Sales under
this Trading Plan shall be resumed promptly
following the expiration of the time period
during which Seller was restricted from
effecting Sales pursuant to this Trading
Plan in accordance with such Blackout
Period.
(e) In the event that the UBS PaineWebber 10b51
Group becomes aware of material nonpublic
information concerning Issuer or the Stock,
UBS PaineWebber may be required by
applicable law or, in its sole discretion,
find it advisable, to suspend sales under
this Trading Plan. In such case, UBS
PaineWebber shall promptly notify Seller of
the suspension of sales under this Plan.
7. Effectiveness and Termination. This Trading
Plan is effective as of the date first written above
and will terminateon the earliest to occur of the
following (the "Plan Sales Period"):
(a) On February 28, 2003 ("Termination Date");
(b) promptly after the date on which UBS
PaineWebber receives notice from Seller of the
termination of this Trading Plan; provided,
however, that such notice shall be accompanied by
a certification from Seller that Seller has
notified Issuer in writing of such termination;
(c) upon the determination by UBS PaineWebber,
or promptly after the determination by
Seller and notice to UBS PaineWebber (either
of which determinations must be reasonable),
that this Trading Plan does not comply with
Rule 10b5-1; or
(d) promptly after the date UBS PaineWebber is
notified of the death of Seller.
(e) Promptly after UBS PaineWebber is notified that
the Xxxxxxx Xxxxx Plan has been amended, modified or
terminated.
8. Indemnification; Limitation of Liability.
(a) Indemnification.
(i) Seller agrees to indemnify and hold
harmless UBS PaineWebber and its directors, officers, employees
and affiliates from and against all claims,
losses, damages and liabilities (including, without
limitation, any legal or other expenses reasonably
incurred in connection with defending or investigating
any such action or claim) arising out of or
attributable to UBS PaineWebber's actions taken
or not taken in compliance with this Trading Plan,
arising out of or attributable to any breach by Seller
of this Trading Plan (including Seller's
representations and warranties hereunder), or any
violation by Seller of applicable laws or regulations.
This indemnification shall survive termination of this
Trading Plan.
(ii) UBS PaineWebber agrees to indemnify and hold
harmless Seller from and against all claims, losses,
damages and liabilities(including, without limitation,
any legal or other expenses reasonably incurred in
connection with defending or investigating any such
action or claim) arising out of or attributable to the
gross negligence or willful misconduct of UBS
PaineWebber in connection with this Trading Plan.
(b) Limitation of Liability.
(i) Notwithstanding any other provision
hereof, UBS PaineWebber shall not be
liable to Seller, and Seller shall not
be liable to UBS PaineWebber, for: (A)
special, indirect, punitive, exemplary
or consequential damages, or incidental
losses or damages of any kind, even if
advised of the possibility of such
losses or damages or if such losses or
damages could have been reasonably
foreseen; or (B) any failure to perform
or to cease performance or any delay in
performance that results from a cause
or circumstance that is beyond its
reasonable control, including, but not
limited to, failure of electronic or
mechanical equipment, strikes, failure
of common carrier or utility systems,
severe weather, market disruptions or
other causes commonly known as "acts of
God"
(ii) Notwithstanding any other provision
hereof, UBS PaineWebber shall not be
liable to Seller for (A) the exercise
of discretionary authority or
discretionary control under this
Trading Plan, if any, or (B) any
failure to effect a sale required by
paragraph 1, except for failures to
effect sales as a result of the gross
negligence or willful misconduct of UBS
PaineWebber.
9. Agreement to Arbitrate. Any dispute between
Seller and UBS PaineWebber arising out of, relating to
or in connection with this Trading Plan or any
transaction relating to this Trading Plan shall be
determined only by arbitration as provided in the UBS
PaineWebber brokerage account agreement referred to in
paragraph 4(a) above.
10. Notices.
(a) All notices to UBS PaineWebber under this
Trading Plan shall be provided to Xxxxx
Xxxxxx, UBS PaineWebber in the manner
specified by this Trading Plan by facsimile
at 000-000-0000.
(b) All notices to Seller under this Trading Plan
shall be given to Xxxxx X. Xxxxx in the manner
specified by this Trading Plan by telephone 502-580
3650, by facsimile at 000-000-0000 or by certified
mail to the address below:
Xxxxx X. Xxxxx
000 X. Xxxx Xx.
Xxxxxxxxxx, XX 00000
11. Amendments and Modifications. This Trading Plan
may be amended by Seller only upon the written
consent of UBS PaineWebber and receipt by UBS
PaineWebber of the following documents, each
dated as of the date of such amendment:
(a) a certificate signed by Seller,
certifying that the representations and
warranties of Seller contained in this
Trading Plan are true at and as of the
date of such certificate as if made at
and as of such date; and
(b) an issuer certificate completed by
Issuer substantially in the form of
Exhibit B hereto.
12. Assignment. Seller's rights and obligations
under this Trading Plan may not be assigned or
delegated without the written permission of UBS
PaineWebber.
13. Inconsistency with Law. If any provision of this
Trading Plan is or becomes inconsistent with any
applicable present or future law, rule or regulation,
that provision will be deemed modified or, if
necessary, rescinded in order to comply with the
relevant law, rule or regulation. All other
provisions of this Trading Plan will continue and
remain in full force and effect.
14. Governing Law. This Trading Plan shall be
governed by and construed in accordance with the
internal laws of the State of New York and may be
modified or amended only by a writing signed by the
parties hereto.
15. Entire Agreement. This Trading Plan, including
Exhibits and the brokerage account agreement referred
to in paragraph 4(a) above, constitutes the entire
agreement between the parties with respect to this
Trading Plan and supercedes any prior agreements or
understandings with regard to this Trading Plan.
16. Counterparts. This Trading Plan may be signed in
any number of counterparts, each of which shall be an
original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
NOTICE: THIS AGREEMENT CONTAINS A PREDISPUTE
ARBITRATION CLAUSE IN PARAGRAPH 9.
IN WITNESS WHEREOF, the undersigned have signed this
Trading Plan as of the date first written above.
/s/ Xxxxx X. Xxxxx
__________________________________________
Name: Xxxxx X. Xxxxx
Title: Chairman of the Board
UBS PAINEWEBBER INCORPORATED
/s/ Xxxx Xxxxxx
__________________________________________
Name: Xxxx Xxxxxx
Title: Senior Vice President
EXHIBIT A
This Exhibit A may not be amended except in
accordance with the Trading Plan.
SPECIFIC INSTRUCTIONS
1. UBS PaineWebber shall enter a Sell Order for a
specified Sale Amount (as defined below) for the
account of Seller on each specified Sale Day (as
defined below) at the specified Sale Price (as defined
below), subject to the following restrictions:
In no event shall UBS PaineWebber sell any shares
of Stock pursuant to the Trading Plan prior to
April 1, 2002 ("Effective Date").
2. A "Sale Day" shall be any Trading Day during the
months of April 2002, June 2002, August 2002, October
2002, December 2002, and February 2003 ("Plan Sales
Period") that the limit price specified below is met.
UBS PaineWebber shall enter the order before the
opening on the first Trading Day of the month.
3. The "Sale Amount" for any month of the Plan Sales
Period shall be up to Eighty Thousand (80,000) shares
of Common Stock of Humana Inc. not to exceed Four
Hundred Eighty Thousand (480,000) shares over the term
of the Trading Plan.
4. The Sale Price shall be a limit price, such that
sales should only be effected if the market price on
the Sale Day is greater than or equal to Thirteen
Dollars $13.00 per share.
5. If a limit order is entered pursuant to this
Trading Plan it will be entered as a GTC order (good
until cancelled), provided, however, that no GTC
orders will last beyond the close of the last Trading
Day of the calendar month during which the order was
entered, at which time any GTC order that has not been
filled will be cancelled.
6. The Sale Amount and the Sale Price shall be
adjusted automatically on a proportionate basis to
take into account any stock split, reverse stock split
or stock dividend with respect to the Stock or any
change in capitalization with respect to Issuer that
occurs while the Trading Plan is in effect.
7. The term "Stock" as used in the Trading Plan
shall include any class or series of common stock of
Issuer into which the Stock shall be converted whether
pursuant to a reclassification, reorganization,
reincorporation or similar event.
8. A "Trading Day" is any day during the Plan Sales
Period that the Primary Exchange (the "Principal U.S.
Market") is open for business and the Stock trades
regular way on the principal U.S. market; provided,
however, that a "Trading Day" shall mean only that
day's regular trading session of the Principal U.S.
Market and shall not include any extended-hours or
after-hours trading sessions that the Principal U.S.
Market may allow.
9. UBS PaineWebber may sell Stock on any national
securities exchange, in the over-the-counter market,
on an automated trading system or otherwise.
10. UBS PaineWebber may, in its sole discretion,
elect to act as principal in executing sales under
the Trading Plan.
EXHIBIT B
This Exhibit B may not be amended except in
accordance with the Trading Plan.
ISSUER CERTIFICATE
1. Humana Inc. ("Issuer") certifies that it has
approved, and retained a copy of, the Trading Plan dated
March 4, 2002 (the "Trading Plan") between
Xxxxx X. Xxxxx ("Seller") and UBS PaineWebber
Incorporated ("UBS PaineWebber") relating to the
common stock, par value $0.1667 per share, of Issuer
(the "Stock").
2. The Trading Plan is consistent with Issuer's
xxxxxxx xxxxxxx policies, and, to the best of Issuer's
knowledge, there are no legal, contractual or
regulatory restrictions applicable to Seller or
Seller's affiliates as of the date of this
representation that would prohibit either Seller from
entering into the Trading Plan or any sale pursuant to
the Trading Plan.
3. During the Plan Sales Period, Issuer agrees to
provide notice as soon as practicable to UBS
PaineWebber in the event of:
(a) a Qualifying Securities Offering and of the
corresponding Suspension Date and Resumption
Date (each as defined in the
Trading Plan); or
(b) a legal, contractual or regulatory
restriction applicable to Seller or Seller's
affiliates that would prohibit any sale
pursuant to the Trading Plan (such notice
merely stating that there is a restriction
applicable to Seller without specifying the
reasons for such restriction). Such
restrictions shall include, without
limitation, any restriction relating to
Seller's possession of material nonpublic
information in connection with a tender
offer for Issuer's securities, transactions
on the basis of which would violate Rule 14e-
3 of the Exchange Act.
(c) A Blackout Period (as defined in the
Trading Plan).
(d) Issuer learning that the Xxxxxxx Xxxxx Plan
(as defined in this Trading Plan) has been
amended, modified or terminated. Such
notice shall be provided by facsimile to
Xxxxx Xxxxxx, UBS PaineWebber, at 212-821
5536 and shall indicate the anticipated
duration of the restriction but shall not
include any other information about the
nature of the restriction or its
applicability to Seller. In any event,
Issuer shall not communicate any material
nonpublic information about Issuer or its
securities to UBS PaineWebber with respect
to the Trading Plan.
4. To avoid delays in connection with transfers of
stock certificates and settlement of transactions
under the Trading Plan, and in acknowledgment of UBS
PaineWebber's agreement in paragraph 5(b) of the
Trading Plan that sales of Stock under the Trading
Plan will be effected in compliance with Rule 144,
Issuer agrees that it will, immediately upon Seller's
directing delivery of Stock into an account at UBS
PaineWebber in the name of and for the benefit of
Seller, instruct its transfer agent to process the
transfer of shares and issue a new certificate to
Seller that does not bear any legend or statement
restricting its transferability to a buyer.
Dated: March 4, 2002
/s/ Xxxxxx X. Xxxxxxx
By:______________________________________
Xxxxxx X. Xxxxxxx
Senior Vice President & General Counsel
EXHIBIT C
This Exhibit C may not be amended except in
accordance with the Trading Plan
RULE 144 LETTER
UBS PaineWebber Incorporated Xxxxxx X. Xxxxxxx
Attn: Xxxxx Xxxxxx Xx. Vice President &
000 Xxxx Xxx, 00xx floor General Counsel
Xxx Xxxx, XX 00000 Humana Inc.
000 X. Xxxx Xx.
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
In conjunction with my order to sell shares of common
stock, par value $0.1667 per share, of Humana Inc.
("Issuer") ("the Stock"), through you as broker or
dealer for my account pursuant to the Rule 10b5-1
Trading Plan dated March 4, 2002 (the "Trading Plan"),
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), I advise you as follows:
1.During the next twelve (12) months following the
date of this letter, I intend to sell Stock pursuant
to Rule 10b5-1. I intend for UBS PaineWebber to
adhere to the Trading Plan without alteration or
modification during the above-stated period.
2. I am an affiliate of the Issuer.
3. The number of shares of Stock, which I have ordered
you to sell as broker or dealer for my account, will
conform to the Sales Instructions in Exhibit A of
the Trading Plan.
4. I have verified that Issuer has been subject to the
Securities and Exchange Commission (the "SEC")
information reporting requirements pursuant to the
Exchange Act for at least the preceding 90 days and
has filed all required periodic reports during the
12 months preceding the first sale or during any
shorter period that the SEC may require. As of the
date of the Trading Plan, I did not know of any
material nonpublic information concerning Issuer.
5. I confirm that I have been the beneficial owner for
a period of at least one year as provided in
paragraph (d) of Rule 144.
6. a) I have not solicited or arranged for the
solicitation of any orders to buy in anticipation or
in connection with my proposed sales.
b) I have made no payments to any other person in
connection with your execution of my order.
c) I have not agreed to act in concert with any
other person in connection with my proposed sales.
7. It is my bona fide intention to sell the Stock as
expressly prescribed in the Trading Plan pursuant to
the Plan.
8. I understand that the payment of the proceeds of
the sales will be delayed until the shares of Stock
are transferred and delivered free of restrictions
to UBS PaineWebber.
9. All capitalized terms used in this Rule 144 Letter
shall have the meanings ascribed to them in the
Trading Plan.
The undersigned agrees to notify UBS PaineWebber
immediately if any of the above representations
become inaccurate before the sales are completed.
Very truly yours,
/s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx
Print Name
Signature of the Seller
000 X. Xxxx Xx.,Xxxxxxxxxx, XX 00000 March 4, 2002
Seller's Address Date
