Rule 16a-8. Ownership of Securities Held in Trust.

(a) Beneficial ownership of a security for the purpose of section 16 (a) shall include:

(1) the ownership of securities as a trustee where either the trustee or members of his immediate family have a vested interest in the income or corpus of the trust,

(2) the ownership of a vested beneficial interest in a trust, and

(3) the ownership of securities as a settlor of a trust in which the settlor has the power to revoke the trust without obtaining the consent of all the beneficiaries;

(b) Except as provided in paragraph (c) hereof, beneficial ownership of securities solely as a settlor or beneficiary of a trust shall be exempt from the provisions of section 16 (a) where less than twenty percent in market value of the securities having a readily ascertainable market value held by such trust, determined as of the end of the preceding fiscal year of the trust, consists of equity securities with respect to which reports would otherwise be required. Exemption is likewise accorded from section 16 (a) with respect to any obligation which would otherwise be imposed solely by reason of ownership as settlor or beneficiary of securities held in trust, where the ownership, acquisition, or disposition of such securities by the trust is made without prior approval by the settlor or beneficiary. No exemption pursuant to this subsection shall, however, be acquired or lost solely as a result of changes in the value of the trust assets during any fiscal year or during any time when there is no transaction by the trust in the securities otherwise subject to the reporting requirements of section 16 (a).

(c) In the event that ten percent of any class of any equity security (other than an exempted security) which is registered on a national securities exchange is held in a trust, that trust and the trustees thereof as such shall be deemed a person required to file the reports specified in section 16 (a) of the Act.

(d) Not more than one report need be filed to report any holdings or with respect to any transaction in securities held by a trust, regardless of the number of officers, directors or 10 percent stockholders who are either trustees, settlors, or beneficiaries of a trust, provided that the report

filed shall disclose the names of all trustees, s and beneficiaries who are officers, directors percent stockholders. A person having an i only as a beneficiary of a trust shall not be re to file any such report so long as he relies faith upon an understanding that the tras such trust will file whatever reports might wise be required of such beneficiary.

(e) As used in this rule the "immediate fr of a trustee means:

(1) a son or daughter of the trustee, scendent of either,

(2) a stepson or stepdaughter of the tru (3) the father or mother of the truste ancestor of either,

(4) a stepfather or stepmother of the tr (5) a spouse of the trustee.

For the purpose of determining whether the foregoing relations exists a legally child of a person shall be considered a such person by blood.

(f) In determining, for the purp Rule 16a-1, whether a person is the owner, directly or indirectly, of more t percent of any class of any listed equity the interest of such person in the remain trust shall be excluded from the computa

(g) No report shall be required by ar whether or not otherwise subject to the ment of filing reports under section 16 * respect to his indirect interest in portfel ties held by

(1) any holding company registered Public Utility Holding Company Act, (2) any investment company registers the Investment Company Act,

(3) a pension or retirement plan holdings ties of an issuer whose employees general! beneficiaries of the plan,

(4) a business trust with over 25 bere (h) Nothing in the rule shall be impose any duties or liabilities with reporting any transactions or holding pr effective date.

Rule 16a-9. Exemption for Small T tions.

(a) Any acquisition of securities sh empt from section 16 (a) where

(1) The person effecting the acquis

within 6 months thereafter effect any dison, otherwise than by way of gift, of securif the same class, and

The person effecting such acquisition does articipate in acquisitions or in dispositions urities of the same class having a total market in excess of $3,000 for any 6 months period which the acquisition occurs.

Any acquisition or disposition of securities y of gift, where the total amount of such does not exceed $3,000 in market value for months period, shall be exempt from section and may be excluded from the computations ibed in paragraph (a) (2).

(c) Any person exempted by paragraphs (a) or (b) of this rule shall include in the first report filed by him after a transaction within the exemption a statement showing his acquisitions and dispositions for each 6 months period or portion thereof which has elapsed since his last filing. Rule 16a-10. Exemption From Section 16 (b) of Transactions Which Need Not Be Reported Under Section 16 (a).

Any transaction which has been or shall be exempted by the Commission from the requirements of section 16 (a) shall, insofar as it is otherwise subject to the provisions of section 16 (b), be likewise exempted from section 16 (b).

6b-1. Exemption From Section 16 (b) of ertain Transactions by Registered Investent Companies.

transaction of purchase and sale, or sale and se, of a security shall be exempt from the on of section 16 (b) of the Act, as not comded within the purpose of that section, if nsaction is effected by an investment comegistered under the Investment Company 1940 and both the purchase and sale of curity have been exempted from the proof section 17 (a) of the Investment Comct of 1940 by an order of the Commission pursuant to section 17 (b) of the Act.

b-2. Exemption From Section 16 (b) of -tain Distributing Transactions. Any transaction of purchase and sale of a which is effected in the distribution of a ial block of securities of the same class exempt from the provisions of section 16 he Act, to the extent specified in this rule, omprehended within the purpose of said upon the following conditions:

he person effecting the transaction is enthe business of distributing securities and cipating in good faith, in the ordinary I such business, in the distribution of such securities;

he security involved in the transaction is f such block of securities and is acquired rson effecting the transaction, with a view tribution thereof, from the issuer or other

person on whose behalf such securities are being distributed or from a person who is participating in good faith in the distribution of such block of securities; and

(3) Other persons not within the purview of section 16 (b) of the Act are participating in the distribution of such block of securities on terms at least as favorable as those on which the person effecting the transaction is participating and to an extent at least equal to the aggregate participation of all persons exempted from the provisions of section 16 (b) of the Act by this section. However, the performance of the functions of manager of a distributing group and the receipt of a bona fide payment for performing such functions shall not preclude an exemption which would otherwise be available under this rule.

(b) The exemption of a transaction pursuant to this rule with respect to the participation therein of one party thereto shall not render such transaction exempt with respect to participation of any other party therein unless such other party also meets the conditions of this rule.

Rule 16b-3. Exemption From Section 16 (b) of Certain Acquisitions of Securities Under Certain Plans.

Any acquisition of non-transferable options or of shares of stock including stock acquired pursuant to such options by a director or officer of the issuer of such stock shall be exempt from the operation of section 16 (b) of the Act if the stock or option was acquired pursuant to a bonus, profit

sharing, retirement, stock option, thrift, savings or similar plan meeting all the following conditions:

(a) The plan has been approved specifically, or through the approval of a charter amendment authorizing stock for issuance pursuant to the plan

(1) by the holders of at least a majority of the securities of the issuer present or represented and entitled to vote at a meeting for which proxies were solicited substantially in accordance with such rules and regulations, if any, as were then in effect under section 14 (a) of the Act, whether or not such rules and regulations were applicable to such solicitation, or by written consents of the holders of at least a majority of the securities of the issuer entitled to vote solicited substantially in accordance with such rules and regulations; or

(2) by the security holders of a predecessor corporation in the manner provided in subparagraph (1) of this paragraph (a) if the plan, or obligations to participate thereunder, were assumed by the issuer in connection with the transaction of succession.

(b) The plan effectively limits (subject to any provisions for adjustment of the plan or options outstanding thereunder to prevent dilution or enlargement of rights) the aggregate amount of funds or securities which may be allocated pursuant to the plan, either by limiting the maximum amount which may be allocated to each participant in the plan or by limiting the maximum amount which may be so allocated to all such participants. Such limitations may be established for each fiscal year, or for the duration of the plan, whether or not the plan has a fixed termination date, and may be determined either by fixed amounts of securities or funds, or by formulas based upon earnings of the issuer, dividends paid, compensation received by participants, outstanding securities or percentages thereof outstanding from time to time, or similar factors which will result in a determinable limitation.

(c) Unless the context otherwise requires, all terms used in this rule shall have the same meanings as in the Act or elsewhere in the General Rules and Regulations thereunder. In addition the following definitions apply:

(1) the term "plan" in this rule includes all plans whether or not set forth in any formal document;

Any transaction of purchase and sale, or se purchase, of a security shall be exempt fr provisions of section 16 (b), to the exter scribed in this rule, as not comprehended the purpose of said subsection, if (a) the e effecting such transaction is either a holding pany registered under the Public Utility E Company Act of 1935 or a subsidiary thereof and (b) both the purchase and the such security have been approved or permite the Commission pursuant to the applica visions of that Act and the rules and reg thereunder.

Rule 16b-5. Exemption Form Section li Certain Transactions in Which Se Are Received by Redeeming Other S ties.

Any acquisition of an equity security than a convertible security or right to p security) by a director or officer of the such security shall be exempt from the o of section 16 (b) upon condition that

(a) the equity security is acquired by redemption of another security of an iss stantially all of whose assets other that Government bonds) consist of securitie issuer of the equity security so acquired, a

(1) represented substantially and in effect a stated or readily ascertainable a such equity security,

(2) had a value which was substantia mined by the value of such equity security.

(3) conferred upon the holder the rig ceive such equity security without the pa any consideration other than the secu deemed;

(b) no security of the same class as the redeemed was acquired by the director within 6 months prior to such redempt acquired within 6 months after such red

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the issuer of the equity security acquired ecognized the applicability of paragraph (a) is rule by appropriate corporate action.

16b-6. Exemption of Long Term Profits Incident to Sales Within 6 Months of the Exercise of an Option.

To the extent specified in paragraph (b) of ule the Commission hereby exempts as not rehended within the purposes of section 16 of the Act any transaction or transactions ving the purchase and sale or sale and purof any equity security where such purchase suant to the exercise of an option or similar either (1) acquired more than 6 months bets exercise, or (2) acquired pursuant to the of an employment contract entered into than 6 months before its exercise.

In respect of transactions specified in para(a) the profits inuring to the issuer shall xceed the difference between the proceeds of nd the lowest market price of any security

same class within 6 months before or after ate of sale. Nothing in this rule shall be d to enlarge the amount of profit which inure to the issuer in the absence of this

The Commission also hereby exempts, as mprehended within the purposes of section ) of the Act, the disposition of a security, ised in a transaction specified in paragraph ursuant to a plan or agreement for merger solidation, or reclassification of the issuers' ies, or for the exchange of its securities for urities of another person which has acquired ets, where the terms of such plan or agreere binding upon all stockholders of the isxcept to the extent that dissenting stocks may be entitled, under statutory provisions visions contained in the certificate of ination, to receive the appraised or fair value r holdings.

The exemptions provided by this rule shall ply to any transaction made unlawful by 16 (c) of the Act or by any rules and reguthereunder.

The burden of establishing market price of ity for the purpose of this rule shall rest he person claiming the exemption.

(f) The exemption granted pursuant to this rule shall apply to any liability under section 16 (b) existing at or after the effective date of this rule, but shall not be deemed to affect judgments rendered prior to that date.

Rule 16b-7. Exemption From Section 16 (b) of Certain Acquisitions and Dispositions of Securities Pursuant to Mergers or Consolidations.

(a) The following transactions shall be exempt from the provisions of section 16 (b) as not comprehended within the purpose of said subsection:

(1) The acquisition of a security of a company, pursuant to a merger or consolidation, in exchange for a security of a company which, prior to said merger or consolidation, owned 85 percent or more of the equity securities of all other companies involved in the merger or consolidation except, in the case of consolidation, the resulting company;

(2) The disposition of a security, pursuant to a merger or consolidation of a company which, prior to said merger or consolidation, owned 85 percent or more of the equity securities of all other companies involved in the merger or consolidation except, in the case of consolidations, the resulting company;

(3) The acquisition of a security of a company, pursuant to a merger or consolidation, in exchange for a security of a company which, prior to said merger or consolidation, held over 85 percent of the combined assets of all the companies undergoing merger or consolidation, computed according to their book values prior to the merger or consolidation as determined by reference to their most recent available financial statements for a 12-month period prior to the merger or consolidation.

(4) The disposition of a security, pursuant to a merger or consolidation, of a company which, prior to said merger or consolidation, held over 85 percent of the combined assets of all the companies undergoing merger or consolidation, computed according to their book values prior to the merger or consolidation, as determined by reference to their most recent available financial statements for a 12-month period prior to the merger or consolidation.

(b) A merger within the meaning of this rule shall include the sale or purchase of substantially