© 2007 PROSKAUER ROSE LLP® SARBANES-OXLEY ACT OF 2002 Presented by: Julie M. Allen

© 2007 PROSKAUER ROSE LLP ® 1 File Number and Name Sarbanes-Oxley Act  Enacted July 30, 2002  Response to decline in public trust  Corporate and accounting scandals—Enron, Tyco, Worldcom and others

© 2007 PROSKAUER ROSE LLP ® 2 File Number and Name  New or enhanced standards — Public company boards and management — Public accounting firms

© 2007 PROSKAUER ROSE LLP ® 3 File Number and Name  Administered by: — Securities and Exchange Commission — Stock exchanges — Public Company Accounting Oversight Board

© 2007 PROSKAUER ROSE LLP ® 4 File Number and Name Primary Focus of the Regulations  Auditor Independence  Corporate governance and responsibility  Financial disclosure  Internal controls

© 2007 PROSKAUER ROSE LLP ® 5 File Number and Name Auditor Independence  Prohibition on non-audit services  Preapproval of services by the audit committee  Rotate lead auditing partner every five years  Independence of auditing firm from issuer

© 2007 PROSKAUER ROSE LLP ® 6 File Number and Name Corporate Governance and Responsibility  Independent Audit Committee  Corporate whistleblowing  Executive officer certification of periodic reports  Disgorgement of bonus or incentive compensation in the event of restatement of financials  Loans to executives prohibited

© 2007 PROSKAUER ROSE LLP ® 7 File Number and Name Enhanced Financial Disclosure  Disclosure of off-balance sheet arrangements  Trading by insiders to be reported within 2 business days  Code of Ethics for senior financial officers  Enhanced real-time disclosure of material events

© 2007 PROSKAUER ROSE LLP ® 8 File Number and Name Section 404—Internal Controls  Internal control assessment by management and report  Auditor attestation  Most controversial aspect of SOX