case where the amount owned by directors and officers as a group is less than one percent of the class, the percent of the class owned by them may be omitted.

2. For the purpose of this section, a person shall be deemed to be the beneficial owner of securities which he has the right to acquire through the exercise of presently exercisable options, warrants or rights or through the conversion of presently convertible securities. In computing the percentage of the class owned, securities which such person has a right to acquire shall be deemed to be outstanding.

3. If, to the knowledge of the bank more than 10 percent of any class of voting securities of the bank is held or to be held subject to any voting trust or other similar agreement, state the title of such securities, the amount held or to be held and the duration of the agreement. Give the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement.

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(c) Describe any contractual ments, known to the bank, including any pledge of securities of the bank or any of its parents, the operation of the terms of which may at a subsequent date result in a change in control of the bank.

Instruction. This paragraph does not require a description of ordinary default provisions contained in the charter, trust indentures or other governing instruments relating to securities of the bank.

NOTE: Paragraph (c) of Item 13 also applies to principal officers of the bank.

Item 13-Directors of the Bank.

(a) List the name and age of each director of the bank, the date on which his present term of office will expire and the nature of all other positions and offices with the bank presently held by him. The same information shall be provided with respect to each person chosen to become a director.

(b) If not previously reported, state the nature of any family relationship between each such director and any other director or any principal officer of the bank and give a brief account of his business experience during the past five years, including his principal occupations and employment during that period and the name and principal business of any corporation or other organization in which such occupation or employment was carried on. Where a person has been on the bank's board for less than five years, a brief explanation should be included as to the nature of the responsibilities undertaken by the individual in prior positions to provide adequate disclosure of his prior business experience. What is required is information relating to the level of his professional competence and experience.

(c) Describe any of the following events which have occurred during the past 10 years and which are material to an evaluation of the ability and integrity of any director or principal officer of the bank:

(1) A petition under the Bankruptcy Act or any State insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for business or property of, such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing.

(2) Such person was convicted in & criminal proceeding (excluding traffic violations and other minor offenses) or is the subject of a criminal proceeding which is presently pending; or

(3) Such person was the subject of any order, judgment or decree of any court of competent jurisdiction permanently or temporarily enjoining him from acting as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security, or was the subject of any order of a Federal or state authority barring or suspending for more than 60 days the right of such person to be engaged in any such activity or to be associated with persons engaged in any such activity, which order has not been reversed or suspended.

Instructions. 1. Instruction 2 to Item 8 shall also apply to this item.

2. If any event specified in paragraph (c) has occurred but information in regard thereto is omitted on the ground that it is not material, the bank shall furnish, as supplemental information and not as a part of this report, a description of the event, and a statement of the reasons for the omission of information in regard thereto.

Item 14-Remuneration of Directors and Officers.

Set forth the same information as to remuneration of officers and directors and their transactions with management and others as is required to be furnished by Items 7(a), (b) and (c) of Form F-5.

Item 15-Options Granted to Management to Purchase Securities.

Furnish the following information, in substantially the tabular form indicated, as to all options to purchase any securities from the bank or any of its subsidiaries which were granted to or exercised by the following persons since the beginning of the fiscal year, and as to all options held by such per

Instructions. 1. The term "options" as used in this item includes all options, warrants or rights, other than those issued to security holders as such on a pro rata basis. Where the average option price per share is called for, the weighted average price per share shall be given.

2. The extension, regranting or material amendment of options shall be deemed the granting of options within the meaning of this item.

3. (1) Where the total market value on the granting dates of the securities called for by all options granted during the period specified does not exceed $10,000 for any officer or director named in answer to Item 7(a) (1) of Form F-5 or $40,000 for all officers or directors as a group, this item need not be answered with respect to options granted to such person or group. (ii) Where the total market value on the dates of purchase of all securities purchased through the exercise of options during the period specified does not exceed $10,000 for any such person or $40,000 for such group, this item need not be answered with respect to options exercised by such person or group. (iii) Where the total market value as of the latest practicable date of the securities called for by all options held at such time does not exceed $10,000 for any such person or $40,000 for such group, this item need not be answered with respect to options held as of the specified date by such person or group.

4. If the options relate to more than one class of securities, the information shall be given separately for each such class.

Item 16-Interest of Management and Others in Certain Transactions.

(a) Describe briefly any transactions since the beginning of the last fiscal year or any presently proposed transactions, to which the bank or any of its subsidiaries was or is to be a party, in which any of the following persons had or is to have a direct or indirect material interest, naming such person and

stating his relationship to the bank, the nature of his interest in the transaction and, where practicable, the amount of such interest:

(1) Any director or officer of the bank; (2) Any security holder named in answer to Item 12(a); and

(3) Any associate of any of the foregoing persons.

Instructions. 1. This item applies to any person who held any of the positions or relationships specified at any time during the period specified. However, information need not be given for any portion of the period during which such person did not hold any such position or relationship.

2. No information need be given in response to this item as to any remuneration or other transaction reported in response to Item 14 or 15, or as to any transaction with respect to which information may be omitted pursuant to Instruction 2 to Item 14(b), the instruction to Item 14(c), or Instruction 2 or 3 or paragraph (b) of this item.

3. No information need be given in answer to this item as to any transaction where

(a) the rates or charges involved in the transaction are determined by competitive bids, or the transaction involves the rendering of services at rates or charges fixed in conformity with law or governmental authority;

(b) the transaction involves services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services;

(c) the amount involved in the transaction or a series of similar transactions, including all periodic installments in the case of any lease or other agreement providing for periodic payments or installments, does not exceed $40,000; or

(d) the interest of the specified person arises solely from the ownership of securities of the bank and the specified person receives no extra or special benefit not shared on a

pro rata basis by all holders of securities of the class.

4. It should be noted that this item calls for disclosure of indirect, as well as direct, material interests in transactions. A person who has a position or relationship with a firm, corporation, or other entity, which engages in a transaction with the bank or its subsidiaries may have an indirect interest in such transaction by reason of such position or relationship. However, a person shall be deemed not to have a material indirect interest in a transaction within the meaning of this item where

(a) the interest arises only (1) from such person's position as a director of another corporation or organization (other than a partnership) which is a party to the transaction, or (ii) from the direct or indirect ownership by such person and all other persons specified in subparagraphs (1) and (3) above, in the aggregate, of less than a 10 percent equity interest in another person (other than a partnership) which is a party to the transaction, or (iii) from both such position and ownership;

(b) the interest arises only from such person's position as a limited partner in a partnership in which he and all other persons specified in (1) through (3) above had an interest of less than 10 percent; or

(c) the interest of such person arises solely from the holding of an equity interest (including a limited partnership interest, but excluding a general partnership interest) or a creditor interest in another person which is a party to the transaction with the bank or any of its subsidiaries and the transaction is not material to such other person.

5. The amount of the interest of any specified person shall be computed without regard to the amount of the profit or loss involved in the transaction. Where it is not practicable to state the approximate amount of the interest, the approximate amount involved in the transaction shall be indicated.

6. In describing any transaction involving the purchase or sale of assets by or to the bank or any of its subsidiaries, otherwise than in the ordinary course of business, state the cost of the assets to the purchaser and, if acquired by the seller within two years prior to the transaction, the cost thereof to the seller.

7. The foregoing instructions specify certain transactions and interests as to which information may be omitted in answering this item. There may be situations where, although the foregoing instructions do not expressly authorize nondisclosure, the interest of a specified person in the particular transaction or series of transactions is not a material interest. In that case, information regarding such interest and transaction is not required to be disclosed in response to this item.

8. Information should be included as to any material underwriting discounts and commissions upon the sale of securities by the

bank where any of the specified persons was or is to be a principal underwriter or is a controlling person or a member of a firm that was or is to be a principal underwriter. Information need not be given concerning ordinary management fees paid by underwriters to a managing underwriter pursuant to an agreement among underwriters the parties to which do not include the bank or its subsidiaries.

(b) State as to each of the following persons who was indebted to the bank or its subsidiaries at any time since the beginning of the last fiscal year of the bank: (1) the largest aggregate amount of indebtedness outstanding at any time during such period, (ii) the nature of the indebtedness and of the transaction in which it was incurred, (iii) the amount thereof outstanding as of the latest practicable date, and (iv) the rate of interest paid or charged thereon:

(1) Each director or officer of the bank; (2) Any security holder named in answer to Item 12(a); and

(3) Each associate of any of the foregoing persons.

Instructions. 1. Include the name of each person whose indebtedness is described and the nature of the relationship by reason of which the information is required to be given.

2. Disclosure under this paragraph (b) is not required where the transaction consists of extensions of credit by the bank in the ordinary course of its business that (A) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other than specified persons, (B) at no time exceed 10 percent of the equity capital accounts of the bank, or 10 million, whichever is less, and (C) do not involve more than the normal risk of collectibility or present other unfavorable features. Notwithstanding the foregoing, if aggregate extensions of credit to the specified persons, as a group, exceeded 20 percent of the equity capital accounts of the bank at any time during the preceding year, (1) the aggregate amount of such extensions of credit shall be disclosed, and (2) a statement shall be included, to the extent applicable, that the bank has had, and expects to have in the future, banking transactions in the ordinary course of its business with directors, officers, principal stockholders, and their associates, on the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others, and do not involve more than the normal risk of collectibility or present other unfavorable features. For the purpose of determining "aggregate extensions of credit" in this instruction, transactions which are exempted from disclosure pursuant to other instructions to this item may be excluded.

3. If to the knowledge of the bank any indebtedness required to be described arose under Section 16(b) of the Act and has not

been discharged by payment, state the amount of the profit realized, that such profit will inure to the benefit of the bank or its subsidiaries and whether suit will be brought or other steps taken to recover such profit. If in the opinion of counsel a question reasonably exists as to the recoverability of such profit, it will suffice to state all facts necessary to describe the transaction, including the prices and numbers of shares involved.

(c) Describe briefly any transactions since the beginning of the bank's last fiscal year or any presently proposed transaction, to which any pension, retirement, savings or similar plan provided by the bank or any of its parents or subsidiaries, was or is to be a party, in which any of the following persons had or is to have a direct or indirect material interest, naming such person and stating his relationship to the bank, the nature of his interest in the transaction and, where practicable, the amount of such interest:

(1) Any director or officer of the bank; (2) Any security holder named in answer to Item 12(a);

(3) Any associate of any of the foregoing persons; or

(4) The bank or any of its subsidiaries. Instructions. 1. Instruction 2, 3, 4 and 5 to paragraph (a) of this item shall apply to paragraph (c) of this item.

2. Without limiting the general meaning of the term "transaction" there shall be included in answer to this item any remuneration received or any loans received or outstanding during the period, or proposed to be received.

3. No information need be given in answer to paragraph (c) with respect to

(a) payments to the plan, or payments to beneficiaries, pursuant to the terms of the plan;

(b) payment of remuneration for services not in excess of five percent of the aggregate remuneration received by the specified person during the bank's last fiscal year from the bank and its subsidiaries; or

(c) any interest of the bank or any of its subsidiaries which arises solely from its general interest in the success of the plan.

form, and content of the balance sheets and statements of income required, including the basis of consolidation, and prescribes the statement of changes in capital accounts, statement of changes in financial position and the schedules to be filed in support thereof.

1. Financial Statements of the Bank.

(a) There shall be filed for the bank, in comparative columnar form, verified balance sheets as of the close of the last 2 fiscal years and verified statements of income for such fiscal years.

(b) Notwithstanding paragraph (a), the individual financial statements of the bank may be omitted if consolidated statements of the bank and one or more of its subsidiaries are filed.

2. Consolidated Statements.

There shall be filed for the bank and its majority-owned (1) bank premises subsidiaries, (ii) subsidiaries doing a foreign banking business, and (iii) significant subsidiaries, in comparative columnar form, verified consolidated balance sheets as of the close of the last two fiscal years of the bank and verified consolidated statements of income for such fiscal years.

3. Separate Statements of Unconsolidated Subsidiaries and Other Persons.

There shall be filed such other verified financial statements with respect to unconsolidated subsidiaries and other persons as are material to a proper understanding of the financial position and results of operations of the total enterprise. For purposes of this item, "other persons" includes 50 per cent owned persons and unconsolidated persons in which the bank takes up equity in undistributed earnings.

4. Filing of Other Statements in Certain Cases.

The Corporation may, upon the informal written request of the bank and where consistent with the protection of investors, permit the omission of one or more of the statements herein required or the filing in substitution therefor of appropriate statements of comparable character. The Corporation may also by informal written notice require the filing of other statements in addition to, or in substitution for, the statements herein required in any case where such statements are necessary or appropriate for an adequate presentation of the financial condition of any person whose financial statements are required, or whose statements are othewise necessary for the protection of investors.

INSTRUCTION AS TO EXHIBITS

Subject to the provisions regarding incorporation by reference, the following exhibits shall be filed as a part of the report:

(A) Copies of all amendments or modifications, not previously filed, to all exhibits previously filed (or copies of such exhibits as amended or modified).

(B) Copies of all documents of the character required to be filed as an exhibit to an original form for registration of securi

(Address of principal office)

GENERAL INSTRUCTIONS

A. Preparation of Report.

This form is not to be used as a blank form to be filled in but only as a guide in the preparation of the report. The report shall contain the numbers and captions of all applicable items, but the text of such items may be omitted if the answers with respect thereto are prepared in the manner specified in § 335.4(t). All items which are not required to be answered in a particular report may be omitted and no reference thereto need be made in the report. Particular attention should be given to the definitions in § 335.2 and the general requirements in § 335.4.

B. Events To Be Reported.

A report on this form is required to be filed upon the occurrence of any one or more of the events specified in the items of this form. Reports are to be filed within 10 days after the close of each month during which any of the specified events occurs. However, if substantially the same information as that required by this form has been previously reported by the bank, an additional report of the information on this form need not be made.

C. Incorporation by Reference to Proxy Statement, Statement Where Management Does Not Solicit Proxies, or Annual Report to Security Holders.

Information contained in any Statement previously filed with the Corporation pursuant to § 335.5(a) or in an annual report to security holders furnished to the Corporation pursuant to § 335.5(c) may be incorporated by reference in answer or partial answer to any item or items of this form. In addition, any financial statements contained in any such statement or annual report may be incorporated by reference provided such financial statements substantially meet the requirements of this form.

INFORMATION TO BE INCLUDED IN REPORT
Item 1-Changes in Control of Bank.

(a) If any person has become a parent of the bank, give the name of such person, the date and a brief description of the transac

tion or transactions by which the person became such a parent and the percentage of voting securities of the bank owned by the parent or other basis of control by the parent over the bank.

(b) If any person has ceased to be a parent of the bank, give the name of such person and the date and a brief description of the transaction or transactions by which the person ceased to be such a parent.

(c) If securities of a bank or any of its parents have been pledged under such circumstances that a default may result in a change of control of the bank, state the names of the pledgor and pledgee and the title and amount of securities pledged.

Instruction. Where, pursuant to a previously reported pledge agreement, additional securities are pledged on the same terms, no report is necessary unless there is a significant change in the percentage of voting securities pledged.

Item 2-Acquisition or Disposition of Assets.

If the bank or any of its significant subsidiaries has acquired or disposed of a significant amount of assets, otherwise than in the ordinary course of business, state the date and manner of acquisition or disposition and briefly describe the assets involved, the nature and amount of consideration given or received therefor, the principle followed in determining the amount of such consideration, the identity of the persons from whom the assets were acquired or to whom they were sold and the nature of any material relationship between such persons and the bank or any of its affiliates, any director or officer of the bank, or any associate of any such director or officer. If any assets so acquired by the bank or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the bank intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes.

Instructions. 1. No information need be given as to (i) any transaction between any person and any wholly owned subsidiary of such person: i.e., a subsidiary substantially all of whose outstanding voting securities are owned by such person and/or its other wholly owned subsidiaries; (ii) any transaction between two or more wholly owned subsidiaries of any person; or (iii) the redemption or other acquisition of securities from the public, or the sale or other disposition of securities to the public, by the issuer of such securities.

2. The term "acquisition" includes every purchase, acquisition by lease, exchange, merger, consolidation, succession or other acquisition; provided that such term does not include the construction or development of property by or for the bank or its subsidiaries or the acquisition of materials for such purpose, and does not include the acquisition of assets acquired (i) in collecting