(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 Acquisitions of Shares of Stock and Restricted Stock Options Under Certain Stock Bonus, Stock Option or Similar Plans.

Any acquisition of shares of stock (other than stock acquired upon the exercise of an option, warrant or right) pursuant to a stock bonus, profit sharing, retirement, incentive, thrift, savings, or similar plan, or any acquisition of a restricted stock option pursuant to a restricted stock option plan, by a director or officer of the issuer of such stock or restricted stock option shall be exempt from the operation of section 16 (b) of the Act if the plan meets the following conditions:

(a) The plan has been duly approved, directly or indirectly

(1) by the holders of 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 the rules and regulations, if any, then in effect under section 14 (a) of the Act, or by the written consent of the holders of a majority of the securities of the issuer entitled to vote solicited substantially in accordance with such rules and regulations, whether or not such rules and regulations were applicable to such solicitations; or

(2) by the holders of a majority of the securities of a predecessor corporation entitled to vote, in the manner specified in subparagraph (1) above, if the plan or obligations to participate thereunder were assumed by the issuer in connection with the succession.

(b) If the selection of any director or officer of the issuer to whom stock may be allocated or to whom restricted stock options may be granted pursuant to the plan, or the determination of the number or maximum number of shares of stock which may be allocated to any such director or officer or which may be covered by restricted stock options granted to any such director or officer, is subject to the discretion of any person, then such discretion shall be exercised only as follows:

(1) With respect to the participan directors

(A) by the board of directors of the majority of which board and a majori directors acting in the matter are disg persons;

(B) by, or only in accordance with the mendation of, a committee of three or my sons having full authority to act in the of the members of which committee an terested persons; or

(C) otherwise in accordance with the pu plan (i) specifies the number or maxing ber of shares of stock which directors may or which may be subject to restricted stockc granted to directors and the terms up t and the times at which, or the period: which, such stock may be acquired or suchen may be acquired and exercised; or (ii) s by formula or otherwise, effective and de ble limitations with respect to the forego upon earnings of the issuer, dividends p pensation received by participants, optic market value of shares, outstanding shares centages thereof outstanding from time to similar factors.

(2) With respect to the participation of who are not directors

(A) by the board of directors of the s committee of three or more directors; or (B) by, or only in accordance with thes mendations of, a committee of three or sons having full authority to act in the of the members of which committee s interested persons.

1

For the purpose of this paragraph, a dire : committee member shall be deemed to be terested person only if such person is time such discretion is exercised eligible not at any time within one year prior ther eligible for selection as a person to wh may be allocated or to whom restricted s tions may be granted pursuant to the pl other plan of the issuer or any of its entitling the participants therein to or restricted stock options of the issuer t its affiliates.

(c) As to each participant or as to alpants the plan effectively limits the dollar amount or the aggregate number of stock which may be allocated, or which

ct to restricted stock options granted, purto the plan. The limitations may be estab1 on an annual basis, or for the duration of lan, whether or not the plan has a fixed nation date; and may be determined either red or maximum dollar amounts or fixed or mum numbers of shares or by formulas based earnings of the issuer, dividends paid, comtion received by participants, option prices, et value of shares, outstanding shares or perges thereof outstanding from time to time, or ir factors which will result in an effective determinable limitation. Such limitations be subject to any provisions for adjustment e plan or of stock allocable or options outing thereunder to prevent dilution or enment of rights.

less the context otherwise requires, all terms in this rule shall have the same meaning as e Act or elsewhere in the General Rules and lations thereunder. In addition, the followfinitions apply:

The term "plan" includes all plans, whether t set forth in any formal document or docuand whether or not approved at one time. The term "restricted stock option" means ricted stock option as defined in Section 421 Internal Revenue Code of 1954, as amended, he regulations or rulings of the Internal nue Service thereunder.

16b-4. Exemption From Section 16 (b) of Certain Transactions by Public Utility Holding Companies and Subsidiaries hereof.

y transaction of purchase and sale, or sale and ase, of a security shall be exempt from the sions of section 16 (b), to the extent preed in this rule, as not comprehended within urpose of said subsection, if (a) the person ing such transaction is either a holding comregistered under the Public Utility Holding pany Act of 1935 or a subsidiary company of and (b) both the purchase and the sale of security have been approved or permitted by Commission pursuant to the applicable proas of that Act and the rules and regulations under.

16b-5. Exemption From Section 16 (b) of Certain Transactions in Which Securities re Received by Redeeming Other Securiies.

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

(a) the equity security is acquired by way of redemption of another security of an issuer substantially all of whose assets other than cash (or Government bonds) consist of securities of the issuer of the equity security so acquired, and which

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

(2) had a value which was substantially determined by the value of such equity security, and

(3) conferred upon the holder the right to receive such equity security without the payment of any consideration other than the security redeemed;

(b) no security of the same class as the security redeemed was acquired by the director or officer within 6 months prior to such redemption or is acquired within 6 months after such redemption;

(c) the issuer of the equity security acquired has recognized the applicability of paragraph (a) of this rule by appropriate corporate action.

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

(a) To the extent specified in paragraph (b) of this rule the Commission hereby exempts as not comprehended within the purposes of section 16 (b) of the Act any transaction or transactions involving the purchase and sale or sale and purchase of any equity security where such purchase is pursuant to the exercise of an option or similar right either (1) acquired more than 6 months before its exercise, or (2) acquired pursuant to the terms of an employment contract entered into more than 6 months before its exercise.

(b) In respect of transactions specified in paragraph (a) the profits inuring to the issuer shall not exceed the difference between the proceeds of sale and the lowest market price of any security of the same class within 6 months before or after the date of sale. Nothing in this rule shall be deemed to enlarge the amount of profit which would inure to the issuer in the absence of this rule.

(c) The Commission also hereby exempts, as

not comprehended within the purposes of section 16 (b) of the Act, the disposition of a security, purchased in a transaction specified in paragraph (a), pursuant to a plan or agreement for merger or consolidation, or reclassification of the issuers' securities, or for the exchange of its securities for the securities of another person which has acquired its assets, where the terms of such plan or agreement are binding upon all stockholders of the issuer except to the extent that dissenting stockholders may be entitled, under statutory provisions or provisions contained in the certificate of incorporation, to receive the appraised or fair value of their holdings.

(d) The exemptions provided by this rule shall not apply to any transaction made unlawful by section 16 (c) of the Act or by any rules and regulations thereunder.

(e) The burden of establishing market price of a security for the purpose of this rule shall rest upon the 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 per the combined assets of all the compani going merger or consolidation, computed ing to their book values prior to the ne consolidation as determined by referenc most recent available financial statement 12-month period prior to the merge solidation.

(4) The disposition of a security, pursa a merger or consolidation, of a company prior to said merger or consolidation, hel percent of the combined assets of all the co undergoing merger or consolidation, com cording to their book values prior to the or consolidation, as determined by refe their most recent available financial st for a 12-month period prior to the consolidation.

(b) A merger within the meaning of shall include the sale or purchase of subsan all the assets of one company by anothe change for stock which is then distributed security holders of the company which s

assets.

(c) Notwithstanding the foregoing, if a director or stockholder shall make any pa (other than a purchase exempted by the of a security in any company involved merger or consolidation and any sale ( a sale exempted by this rule) of a secr any other company involved in the merger solidation within any period of less than 6 during which the merger or consolidati place the exemption provided by this ru be unavailable to such officer, direc stockholder.

Rule 16b-8. Exemption from Section 16 Certain Securities Received Upon render of Similar Equity Securities

Any receipt by a person from an issuer of s of stock of a class having general voting?" and registered on a national securities er upon the surrender by such person of number of shares of stock of the issuer of a which does not have general voting poe which is not so registered, pursuant to pr of the issuer's certificate of incorporation, fr purpose of and accompanied simultaneous followed immediately by the sale of the sha received, shall be exempt from the opers