the issue; and if convertible, a statement to that effect.

(c) In the case of any other kind of security, appropriate information of comparable character. § 240.12b-4. Interpretation of Requirements. Unless the context clearly shows otherwise(a) The forms require information only as to he registrant.

(b) Whenever any fixed period of time in the past is indicated, such period shall be computed from the date of filing.

(c) Whenever words relate to the future, they have reference solely to present intention.

(d) Any words indicating the holder of a position or office include persons, by whatever titles designated, whose duties are those ordinarily performed by holders of such positions or offices.

240.12b-5. Determination of Affiliates of Banks.

In determining whether a person is an “affiliate” or "parent" of a bank or whether a bank is a "subsidiary" or "majority-owned subsidiary" of a person, within the meaning of those terms as defined n § 240.12b-2, voting securities of the bank held by a corporation all of the stock of which is diectly owned by the United States Government hall not be taken into consideration.

ARTICLE 2. FORMAL REQUIREMENTS 240.12b-10. Requirements as to Proper Form. Every application or report shall be on the form rescribed therefor by the Commission, as in effect n the date of filing. Any application or report hall be deemed to be filed on the proper form uness objection to the form is made by the Commision within thirty days after the date of filing. 240.12b-11. Number of Copies-SignaturesBinding.

(a) Except as provided in a particular form, hree complete copies of each application or reort, including exhibits and all other papers and ocuments filed as a part thereof, shall be filed with le Commission. At least one complete copy of ich application shall be filed with each exchange n which the securities covered thereby are being gistered. At least one complete copy of each reort under section 13 of the Act shall be filed with

394911-56- -3

each exchange on which the registrant has securities listed and registered.

(b) At least one copy of the application or report filed with the Commission and one copy thereof filed with each exchange shall be manually signed in the manner prescribed by the appropriate form. If the application or report is typewritten, one of the signed copies filed with the Commission shall be an original "ribbon" copy. Unsigned copies shall be conformed. If the signature of any person is affixed pursuant to a power of attorney or other similar authority, a copy of such power of attorney or other authority shall also be filed with the application or report.

(c) Each copy of an application or report filed with the Commission or with an exchange shall be bound in one or more parts. Copies filed with the Commission shall be bound without stiff covers. The application or report shall be bound on the left side in such a manner as to leave the reading matter legible.

§ 240.12b-12. Requirements as to Paper, Printing, and Language.

(a) Applications and reports shall be filed on good quality, unglazed, white paper 812 x 13 inches in size, insofar as practicable. However, tables, charts, maps and financial statements may be on larger paper if folded to that size.

(b) The application or report and, insofar as practicable, all papers and documents filed as a part thereof, shall be printed, lithographed, mimeographed, or typewritten. However, the application or report or any portion thereof may be prepared by any similar process which, in the opinion of the Commission, produces copies suitable for a permanent record. Irrespective of the process used, all copies of any such material shall be clear, easily readable and suitable for repeated photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies.

(c) The body of all printed applications and reports shall be in roman type at least as large as ten-point modern type. However, to the extent necessary for convenient presentation, financial statements and other statistical or tabular data and the notes thereto may be in type at least as large as eight-point modern type. All type shall be leaded at least two points.

$440 176 13, Preparation of Application or Report.

Tlakupadiutumn on report shail contain the nutise law and came of wil items of the appropriate Form, but the beat of the theme may be omitted provolol them way there so prepared as to indual bath why the coverage of the items withand the mercaty of him referring to the text of the Homem Andruptiome thereto, However, where mny Hem requires information to be given in tabular form, it shall be given in substantially the Tabular form aqihed in the item. All instruchome, whether appearing under the items of the bomo lo where therein, are to be omitted from the application on report. Unless expressly provobol otherwise, if any item in inapplicable or the is in the negative, an appropriate Plukmu to that a feet shall be munde, #310 126 11. Riders Inserts,

Job as shall not be used. If the application or pont be typed on a printed form, and the space probled by the answer to any given item is insouthcbent, bemn shall be made in much space bra full boat pops of pagina on which the item mundo and caption and the complete answer aro 608

Nah tn. Amendments,

All a lunta chall be Blod under cover of Format and shall comply with all pertinent re. yulis in its applicable to applications and reports, Audun hall he that separately for each Amond paran application of spout amended

arton mory bottled either before

241-125-21. Information

Available.

Unknown or n

Information required need be given only insti as it is known or reasonably available to t registrant. If any required information is z known and not reasonably available to the reg trant, either because the obtaining thereof woll involve unreasonable effort or expense, or becas | it rests peculiarly within the knowledge of anothe¦ person not affiliated with the registrant, the formation may be omitted, subject to the follow conditions.

(a) The registrant shall give such informati: on the subject as it possesses or can acquire wither! unreasonable effort or expense, together with sources thereof.

(b) The registrant shall include a stateme either showing that unreasonable effort or expe would be involved or indicating the absence of affiliation with the person within whose knowled the information rests and stating the result of l request made to such person for the informati § 240.12b-22. Disclaimer of Control.

If the existence of control is open to reasona doubt in any instance, the registrant may discl the existence of control and any admission the of; in such case, however, the registrant shall st the material facts pertinent to the possible es ence of control.

$210.12b-23. Incorporation by Reference.

() Matter contained in any part of an ap cation or report, other than exhibits, may be in porated by reference in answer or partial ans to any item of the application or report. Ma contained in an exhibit may be so incorporate the extent permitted in § 240.12b-24. An ap carion for registration of additional securities Che registrant (whether of the same or a differ Cis) on the same exchange may incorporate) refame any item contained in any applica Pose to which such prior registration

in an application or report, filed with the Comnission by the same or any other person, if it substantially conforms to the requirements of the form on which the application or report is filed. Any financial statement filed with an exchange pursuant to the Act may be incorporated by eference in any application or report filed with he exchange by the same or any other person, if t substantially conforms to the requirements of he form on which the application or report is iled. If any financial statement filed with the Commission is incorporated by reference in copies f an application or report filed with the Comission pursuant to Section 12 or 13 of the Act, opies of the financial statement may be filed with he exchange in lieu of the corresponding financial tatement required by the form on which the pplication or report is filed.

(c) Material incorporated by reference shall be learly identified in the reference. An express tatement that the specified matter is incorporated y reference shall be made at the particular place 1 the application or report where the information required. Matter shall not be incorporated by eference in any case where such incorporation would render the statement incomplete, unclear or onfusing.

240.12b-24. Summaries or Outlines of Documents.

Where an item requires a summary or outline f the provisions of any document, only a brief atement shall be made, in succinct and conensed form, as to the most important provisions

the document. In addition to such statement, e summary or outline may incorporate by ference particular items, sections, or paragraphs any exhibit and may be qualified in its entirety 7 such reference. Matter contained in an exhibit ay be incorporated by reference in answer to an em only to the extent permitted by this section. 240.12b-25. Extension of Time for Furnishing Information.

If it is impractical to furnish any required formation, document or report at the time it is quired to be filed, the registrant may file with e Commission as a separate document an applition (a) identifying the information, document report in question, (7) stating why the filing

thereof at the time required is impracticable, and (c) requesting an extension of time for filing the information, document or report to a specified date not more than 60 days after the date it would. otherwise have to be filed. The application shall be deemed granted unless the Commission, within 10 days after receipt thereof, shall enter an order denying the application.

ARTICLE 4. EXHIBITS

§ 240.12b-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.

§ 240.12b-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.

§ 240.12b-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 reference 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.

AKTUARS RVVCIAL PROVISIONS

ZAN 1775 Cam of Registration Statement LAN PAUrities Act of 1933.

li hiyo which has a registration stateparka ye under the securities Act of 1933 and vek mutipak Manny proceeding under section 8 (d) að kanna Jakon 4, an order entered thereunder may two for registration of securities on weka wyoming of the following:

dakatement and all amendPAY MAA filed under the Securities Act of 24g financial statements and exhibits, new hongeronk of such statement as amended; pro* Magh why financial statements or exhibits not And to by the appropriates application form

77, A drption of the securities being reg*****, ***pired by the appropriate application 1m, we they are of the same class as those My dad up the statement referred to in subrough (by whom,

11 t wount of securities of any class bted differs from the amount of securikaa 4 the sums clues registered under the statepard pike to in subparagraph (1) above, a ulmad kaplaning the difference,

14) Any hommial statements or exhibits regood by the appropriate application form which w*** and condwined in the statement referred to in Colorproph (1) above

Why the application shall be filed under cover of Bo fwring word of the appropriate application form and doll I signal in accordance with the propunemente uf euch form Except as otherwise

pronded a dues von 1 pertinent sectors t anting to the prepanac ad filing of applications ma cit. The folowing sitement sa pear on the facing sheet of the application o page immediately following the facing sheet:

THIS APPLICATIS, FILE KISAT TO 1 14109311 JTS OF A ROPSTRANDON STATEMENT UNG THE SUCRITES ACT OF 1111 WHICH BECAME EFFETHE INEXT DATE AND THE FOLLOWING ADUTANA INFORMATION AND DOCUMENTS: LIST SUCH AN TIONAL INFORMATION AND DOCUMENTS FANT

(c) If the registrant has no securities listed ci registered on the particular exchange and the plication is filed more than 120 days after the e. of one or more fiscal years of the registrant fillowing the last fiscal year for which certi financial statements were included in the registr tion statement referred to in subparagraph : (1) above, the application shall also include as exhibit an annual report for each such fiscal ye on the form appropriate for annual reports pu suant to section 13 of the Act. If the registr has filed annual reports for such fiscal years pu suant to section 15 (d) of the Act, it may E with the application copies of the reports filed par suant to that section, in lieu of the reports referre to in the preceding sentence.

(d) In copies of the application filed with th Commission the registrant may incorporate reference the registration statement referred t in subparagraph (a) (1) or the annual repor required by paragraph (c) which are on file wi the Commission. If such registration statement or any such annual report incorporates by refe ence any financial statements or exhibits require. by the appropriate form which are on file with th Commission but are not on file with the exchang copies of the application filed with the exchang shall include copies of such financial statements exhibits.

$ 240.12b-36. Use of Financial Statements File Under Other Acts.

Where copies of certified financial stateme filed under other Acts administered by the Comission are filed with an application or report, accountant's certificate shall be manually sige or manually signed copies of the certificate sti be filed with the financial statements. When

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.

REGULATION X-12D1. EFFECTIVENESS OF REGISTRATION-EXCHANGE CER

TIFICATION

240.12d1-1. 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 secuity on a national securities exchange shall be leemed to apply for registration of the entire class of such security. Registration shall become effecive, as provided in section 12 (d) of the Act, (1) s to the shares or amounts of such class then ssued, and (2), without further application for egistration, upon issuance as to additional shares r amounts of such class then or thereafter auhorized.

(b) This section shall apply to classes of secuities of which a specified number of shares or mounts was registered or registered upon notice f issuance, and to applications for registration led, prior to the close of business on January 28, 954, as well as to classes registered, or applicaons filed, thereafter.

(c) This section shall not affect the right of national securities exchange to require the issuer f a registered security to file documents with or ay fees to the exchange in connection with the odification of such security or the issuance of Iditional shares or amounts.

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

240.12d1-2. Acceleration of Effectiveness of Registration.

A request for acceleration of the effective date registration pursuant to section 12 (d) of the et and § 240.12d1-1 shall be made in writing by her the registrant, the exchange, or both and all briefly describe the reasons therefor.

§ 240.12d1-3. 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 § 240.12d1-1 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. § 240.12d1-4. 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.

§ 240.12d1-5. 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.

§ 240.12d1-6. 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 § 240.12d1-1.