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U.S. Securities and Exchange Commission

Securities and Exchange Commission

(Release No. 34-46620A; File No. SR-NYSE-2002-46)

October 21, 2002

Self-Regulatory Organizations; Notice of Filing of Proposed Rule Change by the New York Stock Exchange, Inc. Relating to Shareholder Approval of Equity Compensation Plans and the Voting of Proxies


In FR Document No. 02-26037, beginning on page 63486 in the issue for Friday, October 11, 2002, the word "less" in footnote 10 should be changed to "greater." Footnote 10 should read as follows:

10 For these purposes, a "repricing" means any of the following (or any other action that has the same effect as any of the following): (1) amending the terms of an option after it is granted to lower its strike price; (2) any other action that is treated as a repricing under generally accepted accounting principles; and (3) canceling an option at a time when its strike price is equal to or greater than the fair market value of the underlying stock, in exchange for another option, restricted stock, or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction. A cancellation and exchange described in clause (3) of the preceding sentence will be considered a repricing regardless of whether the option, restricted stock or other equity is delivered simultaneously with the cancellation, regardless of whether it is treated as a repricing under generally accepted accounting principles, and regardless of whether it is voluntary on the part of the option holder.

For the Commission by the Division of Market Regulation, pursuant to delegated authority.1

Margaret H. McFarland
Deputy Secretary

1 17 CFR 200.30-2(a)(12).



Modified: 10/24/2002