Rule 12b-30. Additional Exhibits.

The registrant may file such exhibits as it may desire, in addition to those required by the appropriate form. Such exhibits shall be so marked as to indicate clearly the subject matters to which they refer.

Rule 12b-31. Omission of Substantially Identical Documents.

In any case where two or more indentures, contracts, franchises, or other documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, the registrant need file a copy of only one of such documents, with a schedule identifying the other documents omitted and setting forth the material details in which such documents differ from the document of which a copy is filed. The Commission may at any time in its discretion require the filing of copies of any document so omitted.

Rule 12b-32. Incorporation of Exhibits by Ref

erence.

(a) Any document or part thereof filed with the Commission pursuant to any Act administered by the Commission may be incorporated by refer

ence as an exhibit to any application or report filed with the Commission by the same or any other person. Any document or part thereof filed with an exchange pursuant to the Act may be incorporated by reference as an exhibit to any application or report filed with the exchange by the same or any other person.

(b) If any modification has occurred in the text of any document incorporated by reference since the filing thereof, the registrant shall file with the reference a statement containing the text of any such modification and the date thereof.

Rule 12b-33. Annual Reports to Other Federal Agencies.

Notwithstanding any rule or other requirement to the contrary, whenever copies of an annual report by a registrant to any other Federal agency are required or permitted to be filed as an exhibit to an application or report filed by such registrant with the Commission or with a securities exchange, only one copy of such annual report need be filed with the Commission and one copy thereof with each such exchange, provided appropriate reference to such copy is made in each copy of the application or report filed with the Commission or with such exchange.

Rule 12b-35. Use of Registration Statement Under Securities Act of 1933.

(a) Any registrant which has effective under the Securities Act of 1933 a registration statement filed on Form S-1 and not subject to any proceeding under section 8 of that Act or to an order entered thereunder may file an application for registration of securities on an exchange consisting of the following:

(1) The registration statement and all amendments thereto filed under the Securities Act of 1933, including financial statements and exhibits, or a composite of such statement as amended. However, any financial statements or exhibits not called for by the appropriate application form may be omitted.

(2) A description of the securities being registered, as required by the appropriate application form, unless they are of the same class as those

registered under the statement referred to in subparagraph (1) above.

(3) Any financial statements or exhibits required by the appropriate application form which are not contained in the statement referred to in subparagraph (1) above.

(4) The approximate number of holders of record of each class of stock of the registrant, as of the latest practicable date.

(b) If the registrant has no securities listed and registered on the particular exchange, the application shall also include as exhibits the annual, semi-annual and current reports which would have been required if securities of the registrant had become listed and registered on such exchange on the effective date of the registration statement referred to in subparagraph (a) (1) above. If the registrant has filed reports pursuant to section 13 or 15 (d) of the Act, it may file with the ap

plication copies of the reports filed pursuant to that section subsequent to the effective date of such registration statement, in lieu of the reports referred to in the preceding sentence.

(c) If the application for registration is filed more than one year after the effective date of the registration statement referred to in subparagraph (a) (1) above, the information called for by items 3 and 4 of Form 10 shall be included in the application. If the application is filed within one year after the effective date of such registration statement or within one year after the end of the fiscal year covered by the latest annual report furnished pursuant to paragraph (b), the application shall include a brief description of any materially important changes not previously reported, in the business of the registrant and its subsidiaries since the effective date of the registration statement, or since the end of the fiscal year covered by such annual report, as the case may be, including, in the case of an extractive company, any material changes in the reserves of such company. This paragraph shall not apply, however, if the registrant has securities listed and registered on any national securities exchange.

(d) An application for registration filed pursuant to this rule shall be filed under cover of the facing sheet of the appropriate application form and shall be signed in accordance with the requirements of that form. Except as otherwise provided in this rule, all pertinent provisions of these General Rules and Regulations relating to the preparation and filing of applications for registration shall apply to applications filed pursuant to this rule. The following statement and list of contents shall be set forth on the first page of the application immediately following the facing page thereof:

THIS APPLICATION IS FILED PURSUANT TO RULE 12b-35 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE

ACT OF 1934 AND CONSISTS OF THE FOLLOWING INFORMATION AND DOCUMENTS:

(List the contents of the application for registration, commencing with the registration statement under the Securities Act of 1933, identifying it by file number and effective date.)

(e) In copies of the application filed with the Commission the registrant shall incorporate by reference the registration statement referred to in subparagraph (a) (1) and any reports required by paragraph (b) which are on file with the Commission. If such registration statement or any such annual report incorporates by reference any financial statements or exhibits required by the appropriate form which are on file with the Commission but are not on file with the exchange, copies of the application filed with the exchange shall include copies of such financial statements or exhibits. Rule 12b-36 shall apply to financial statements filed as a part of, or incorporated by reference in, applications for registration filed pursuant to this rule.

(f) Notwithstanding any rule or regulation of the Commission to the contrary, the exhibits required by this form to be physically filed with the exchange may be in photocopy form.

Rule 12b-36. Use of Financial Statements Filed Under Other Acts.

Where copies of certified financial statements filed under other Acts administered by the Commission are filed with an application or report, the accountant's certificate shall be manually signed or manually signed copies of the certificates shall be filed with the financial statements. Where such financial statements are incorporated by reference in an application or report, the written consent of the accountant to such incorporation by reference shall be filed with the application or report. Such consent shall be dated and signed manually.

Rule 12d1-1. Registration Effective as to Class or Series.

(a) An application filed pursuant to section 12 (b) and (c) of the Act for registration of a security on a national securities exchange shall be deemed to apply for registration of the entire class

of such security. Registration shall become effective, as provided in section 12 (d) of the Act, (1) as to the shares or amounts of such class then issued, and (2), without further application for registration, upon issuance as to additional shares or amounts of such class then or thereafter authorized.

(b) This rule shall apply to classes of securities of which a specified number of shares or amounts was registered or registered upon notice of issuance, and to applications for registration filed, prior to the close of business on January 28, 1954, as well as to classes registered, or applications filed, thereafter.

(c) This rule shall not affect the right of a national securities exchange to require the issuer of a registered security to file documents with or pay fees to the exchange in connection with the modification of such security or the issuance of additional shares or amounts.

(d) If a class of security is issuable in two or more series with different terms, each such series shall be deemed a separate class for the purposes of this regulation.

Rule 12d1-2. Acceleration of Effectiveness of Registration.

A request for acceleration of the effective date of registration pursuant to section 12 (d) of the Act and Rule 12d1-1 shall be made in writing by either the registrant, the exchange, or both and shall briefly describe the reasons therefor. Rule 12d1-3. Requirements as to Certification.

(a) Certification that a security has been approved by an exchange for listing and registration pursuant to section 12 (d) of the Act and Rule 12d1-1 shall be made by the governing committee or other corresponding authority of the exchange.

(b) The certification shall specify (1) the approval of the exchange for listing and registration; (2) the title of the security so approved; (3) the date of filing with the exchange of the

application for registration and of any amendments thereto; and (4) any conditions imposed on such certification. The exchange shall promptly notify the Commission of the partial or complete satisfaction of any such conditions. (c) The certification may be made by telegram but in such case shall be confirmed in writing. All certifications in writing and all amendments thereto shall be filed with the Commission in duplicate and at least one copy shall be manually signed by the appropriate exchange authority. Rule 12d1-4. Date of Receipt of Certification by Commission.

The date of receipt by the Commission of the certification approving a security for listing and registration shall be the date on which the certification is actually received by the Commission or the date on which the application for registration to which the certification relates is actually received by the Commission, whichever date is later. Rule 12d1-5. Operation of Certification on Subsequent Amendments.

If an amendment to the application for registration of a security is filed with the exchange and with the Commission after the receipt by the Commission of the certification of the exchange approving the security for listing and registration, the certification, unless withdrawn, shall be deemed made with reference to the application as amended.

Rule 12d1-6. Withdrawal of Certification.

An exchange may, by notice to the Commission, withdraw its certification prior to the time that the registration to which it relates first becomes effective pursuant to Rule 12d1–1.

Rule 12d2-1. Suspension of Trading, Withdrawal, and Striking From Listing and Registration.

(a) (1) A security listed and registered on a national securities exchange may be suspended from trading by such exchange, in accordance with its rules. Such exchange shall promptly notify the Commission of any such suspension, the effective date thereof and the reasons therefor.

(2) Any such suspension may be continued until such time as it shall appear to the Commission that such suspension is designed to evade the provisions of section 12 (d) and the rules and regulations thereunder relating to the withdrawal and striking of a security from listing and registration. During the continuance of such suspension the exchange shall notify the Commission promptly of any change in the reasons for the

suspension. Upon the restoration to trading of any security suspended under this rule, the exchange shall notify the Commission promptly of the effective date thereof.

(3) Suspension of trading shall not terminate the registration of any security.

(b) (1) An application by an issuer or an exchange to withdraw or strike a security from listing and registration pursuant to section 12 (d) shall be made in accordance with the following requirements:

(A) The application shall be made in triplicate, shall be signed and sworn to by an officer of the applicant authorized to do so, and shall set forth the source of the authority of such officer. If the applicant is the issuer it shall forward promptly a copy of the application to the exchange and if the applicant is the exchange it shall forward promptly a copy of the application to the issuer.

(B) The application shall cite the paragraph designation of each provision of the constitution, bylaws or rules of the exchange, if any, which relates to such a withdrawal or striking, and shall set forth the steps taken by the applicant to satisfy the requirements of such provisions.

(C) The application shall state the reasons for such proposed withdrawal or striking, together with all material facts relating thereto and such facts as in the opinion of the applicant have a bearing on whether the Commission should impose any terms for the protection of investors.

(2) If the application is made by the issuer, such issuer, if so directed by the Commission, shall promptly send notice of such application to all known holders of the security which is the subject of the application. Such notice shall state the time and place of hearing on the application and shall advise such security holders of their right to present their views by appearing at such hearing or writing the Commission on the subject of what terms, if any, should be imposed for the protection of investors in granting the application.

(3) The application may state that the applicant pursuant to this rule offers the application in evidence at any hearing on such application. If such an offer is made, the application shall be received in evidence at the hearing as proof in support of the allegations therein without the necessity of the applicant appearing and introducing further evidence, unless

(A) Counsel for the Commission objects; or (B) A holder of the security which is the subject of the application, the issuer or the exchange involved, or any other person having a bona fide interest in such proceeding appears and objects.

(4) If counsel for the Commission intends to object to the admission in evidence of the application or in advance of the hearing date is apprised of the intention of any person having a bona fide interest in the proceeding to appear in opposition to the application, he shall promptly advise the applicant thereof. If such objection or opposition is first made at such time that seasonable notice thereof cannot be given to the applicant, and the applicant does not appear, the hearing shall be continued to permit the applicant to appear and support its application at the adjourned date thereof. Unless the Commission otherwise directs, the application shall be dismissed if the applicant fails to appear and support its application after it has been notified by counsel for the Commission of such objection or opposition.

(c) If within 30 days after the publication of any rule or regulation which substantially alters or adds to the obligations, or detracts from the rights, of an issuer of a security registered pursuant to application under section 12 (b) or (c), or of its officers, directors, or security holders, or of persons soliciting or giving any proxy or consent or authorization with respect to such security, the issuer shall file with the Commission a request that such registration shall expire and shall accompany such request with a written explanation of the reasons why the publication of such rule or regulation leads the issuer to make such request, such registration shall expire immediately upon receipt of such request or immediately before such rule or regulation becomes effective, whichever date is later. The absence of an express reservation, in an application for registration, of the rights herein granted shall not be deemed a waiver thereof.

(d) A security may be stricken from listing and registration by a national securities exchange if— (1) Trading in such security has been terminated pursuant to a rule of such exchange requiring such termination whenever a security is admitted to trading on another exchange; and

(2) Listing and registration of such security has become effective on such other exchange.

The exchange upon which such security has been so stricken shall notify the Commission of its action within 3 days from the date thereof.

Rule 12d2-2. Removal From Listing and Registration of Matured, Redeemed, or Retired Securities.

(a) Within a reasonable time after a national securities exchange knows or is reliably informed that any of the following conditions exist with respect to a security listed and registered thereon, the exchange shall file with the Commission a notification on Form 25 of its intention to remove such security from listing and registration:

(1) The entire class of the security has been called for redemption, maturity or retirement; appropriate notice thereof has been given; funds sufficient for the payment of all such securities have been deposited with an agency authorized to make such payments; and such funds have been made available to security holders.

(2) The entire class of the security has been redeemed or paid at maturity or retirement.

(3) The instruments representing the securities comprising the entire class have come to evidence, by operation of law or otherwise, other securities in substitution therefor and represent no other right, except, if such be the fact, the right

UNLISTED

Rule 12f-1. Applications for Permission to Extend Unlisted Trading Privileges.

An application may be made to the Commission by any national securities exchange for the extension of unlisted trading privileges to any security, pursuant to section 12 (f). One copy of such application, executed by a duly authorized officer of the exchange, shall be filed and shall set forth(1) Name of issuer; (2) Title of security;

(3) Information as to the public distribution of such security in the vicinity of such exchange, and the geographical area which is deemed to constitute such vicinity, stating the source of such information;

(4) Information as to the volume of public trading in such security in the vicinity of such exchange during the three calendar months immediately preceding the date of such application, stating the source of such information; and

to receive an immediate cash payment (the right of dissenters to receive the appraised or fair value of their holdings shall not prevent the application of this provision).

(4) All rights pertaining to the entire class of the security have been extinguished: Provided, however, That where such an event occurs as the result of an order of a court or other governmental authority, the order shall be final, all applicable appeals periods shall have expired, and no appeals shall be pending.

Effective date of removal.-If the conditions of this rule are complied with, removal of a security from listing and registration pursuant to a notification on Form 25 shall become effective at the opening of business on such date as the exchange shall specify in said form: Provided, however, That such date shall be not less than seven days following the date on which said form is mailed to the Commission for filing: And provided further, That in the event removal is being effected under paragraph (a) (3) of this rule and the exchange has admitted or intends to admit a successor security to trading under the temporary exemption provided for by Rule 12a-5, such date shall not be earlier than the date on which the successor security is removed from its exempt status. TRADING

(5) Any other information which is deemed pertinent to the question of whether the continuation or extension of unlisted trading privileges in such security is necessary or appropriate in the public interest or for the protection of investors. Rule 12f-2. Changes in Securities Admitted to Unlisted Trading Privileges.

(a) (1) Whenever any change occurs with respect to a security admitted to unlisted trading privileges on a national securities exchange and also listed and registered on any other national securities exchange, such security shall be deemed to be the security theretofore admitted to unlisted trading privileges if, notwithstanding such change, a new application for registration pursuant to Regulations 12B and 12D1 is not required in order that such security may continue to be listed and registered on such other national securities exchange.