TABLE I. SECURITIES BOUGHT, SOLD OR OTHERWISE ACQUIRED OR DISPOSED OF

Furnish the information required by the following table as to securities of the company brought or sold or otherwise acquired or disposed of by the reporting person during the month for which this statement is filed (See Instruction 6) and as to securities of the company beneficially owned, directly or indirectly, at the end of the month. However, transactions involving the acquisition of disposition of puts, calls, options or other rights or obligations to buy or sell securities of the company shall be reported in Table II.

Title of securities (Instruction 8)

3. Date of transaction (Instruction 9)

4. Amount of securities acquired for disposed of (Instruction 10)

5. Nature of ownership of securities acquired or disposed of (Instruction 11)

6. Character or transaction reported (Instruction 12)

7. Purchase or sale price per share or other unit (Instruction 13)

8. Amount owned at end of month (Instruction 10)

9. Nature of ownership of securities owned at end of month (Instruction 11)

If during the month for which this statement is filed the reporting person acquired or disposed of any put, call, option or other right or obligation (all hereinafter referred to as "options") to buy or sell, or be required to buy or sell, securities of the company, furnish the information required by the following table. (See Instruction 5.) However, the acquisition or disposition of transferable warrants issued by the company which give the right to buy securities of the company are to be reported in Table 1. Options exempted by Rule 16a-6 need not be reported.

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

FORM F-8

INSTRUCTIONS

1. Persons required to file statements. A statement on this form is required to be filed by every person who at any time during any calendar month was (i) directly or indirectly the beneficial owner of more than 10 percent of any class of equity securities of a bank registered pursuant to section 12 of the Securities Exchange Act of 1934 (the Act) or (ii) a director or officer of the bank which is the issuer of such securities, and who during such month had any change in the nature or amount of his beneficial ownership of any class of equity securities of such bank. The term "officer" means a Chairman of the Board of Directors, Vice Chairman of the Board, Chairman of the Executive Committee, President, Vice President (except as indicated in the next sentence), Cashier, Treasurer, Secretary, Comptroller, and any other person who participates in major policy-making functions of the bank. In same banks (particularly banks with officers bearing titles such as Executive Vice President, Senior Vice President, or First Vice President, as well as a number of "Vice Presidents"), some or all "Vice Presidents" do not participate in major policy-making functions, and such persons are not officers for the purpose of this statement.

2. When statements are to be filed. Statements are required to be filed on or before the 10th day after the end of each calendar month in which any change in the nature or amount of beneficial ownership has occurred. Statements are not deemed to have been filed with the Board or an exchange until they have actually been received by the Board or such exchange.

3. Where statements are to be filed. One signed copy of each statement shall be filed with the Board of Governors of the Federal Reserve System, Washington, D.C. 20551. One signed copy thereof shall also be filed with each exchange on which any class of equity securities of the bank is listed. However, if such bank has, in accordance with § 206.6 (a)(3) of Regulation F, designated a single exchange to receive statements, the statement need only be filed with the Board and the designated exchange.

4. Separate statement for each bank. A separate statement shall be filed with respect to the equity securities of each bank.

5. Relationship of reporting person to bank. Indicate clearly the relationship of the reporting person to the bank; for example, "Director", "Director and Vice Presidnet", "Beneficial owner of more than 10 percent of the bank's common stock", etc.

6. Transactions and holdings to be reported. Persons required to file statements on this form shall include in their statements all changes during the calendar month in their beneficial ownership, and their beneficial ownership at the end of the month, of all classes of equity securities of the bank, even though one or more of such classes may not be registered pursuant to section 12 of the Act.

Every change in beneficial ownership shall be reported even though purchases and sales during the month are equal or the change involves only the nature of beneficial ownership (for example, from direct to indirect ownership or from one type of indirect ownership to another). Beneficial ownership at the end of the month of classes of equity securities of the bank shall be shown even though there has been no reportable change during the month in the ownership of equity securities of a particular class.

7. Reporting of Transactions. (a) When a transaction relates to the acquisition or disposition of two or more securities as a unit, such as debentures and transferable warrants to purchase common stock of the bank, report each security separately and describe the unit relationship in the space provided for explanation on page 2 of the form. If one or more of the securities comprising the unit is not required to be reported, the other security or securities shall be reported separately and the unit relationship described as indicated above.

(b) In reporting the acquisition or disposition of a convertible security or a transferable warrant, the number of shares or units subject to the conversion privilege or warrant and the conversion or exercise price per share or unit shall be set forth in the explanation space on page 2. When a convertible security is converted or a warrant is exercised, the amount of securities acquired as a result of such conversion or exercise shall be reported and, in addition, the disposition of the convertible security or warrant shall be reported as a separate transaction.

(c) Securities owned indirectly shall be reported on separate lines from those owned directly and also from those owned through a different type of indirect ownership.

(d) The acquisition, disposition, exercise, or expiration or cancellation of a put, call, option or other right or obligation to buy or sell securities (all hereinafter referred to as "options") is deemed to effect a change in beneficial ownership of the security to which the option relates and shall be reported in Table II. If the option is exercised, the transaction shall be reported in Table II and the acquisition or disposition of the security subject to the option shall be reported in Table I. Transferable warrants issued by the issuer of the security subject to the warrants shall be reported in Table I (in

which case the exercise price and date of expiration of the warrant shall be reported in the explanation space on page 2).

8. Title of equity security. The statement of the title of an equity security should clearly distinguish it from any securities of other classes issued by the bank.

9. Date of transaction. The exact date (month, date, and year) of each transaction shall be stated opposite the amount involved in the transaction. In the case of market transactions, the trade date shall be given and in the case of stock splits, stock dividends, etc., the record date shall be given.

10. Statement of amounts of equity securities. In stating the amount of equity securities acquired, disposed of, or beneficially owned, give the face amount of convertible debt securities or the number of shares of stock or other units of other securities. In the case of equity securities owned indirectly, the entire amount of equity securities involved in the transaction or owned by the partnership, corporation, trust, or other entity shall be stated. The person whose ownership is reported may, if he so desires, also indicate in a footnote or other appropriate manner, the extent of his interests in the transaction or holdings of the partnership, corporation, trust or other entity.

11. Nature of ownership of securities— Table I. (a) In reporting the nature of ownership of securities on Columns 5 and 9 of Table 1, if the securities are owned directly, so state. If they are owned indirectly, state the nature of such indirect ownership; for example, "By self as trustee for sons", "By wife", "By X Trust", "By Y Corporation" etc. If the securities are owned directly and other securities are owned indirectly, the required information shall be furnished separately for each type of ownership, see Instruction 7(c) above. Securities held as joint tenants, tenants in common, tenants by the entirety or as community property are to be reported as held directly.

(b) Beneficially owned securities held in the name of the reporting person or in the name of a bank, broker or nominee for the account of the reporting person shall be reported as directly owned by him. A person is regarded as the indirect beneficial owner of securities held in the name of another person if by reason of any contract, understanding, relationship, including a family relationship, or arrangement, such person obtains therefrom benefits substantially equivalent to those of ownership. For example, a person may be the indirect beneficial owner of securities held in the name of a Spouse, a relative or other person if such person may obtain therefrom benefits substantially equivalent to those of ownership.

A person may also be the indirect beneficial owner of securities held in the name of a partnership, corporation, trust or other

entity if such person or a spouse or relative of such person, individually or collectively, may exercise a controlling influence over the purchase, sale or voting of such securities.

12. Character of transaction. If the transaction in equity securities was with the bank, so state. If it involved the purchase of equity securities through the exercise of warrants or options, so state, give the termination date of the option or warrant, and give the exercise price per share. If any other purchase or sale was effected otherwise than in the open market, that fact shall be indicated. If the transaction was not a purchase or sale, indicate its character; for example, gift or stock dividend, stock split, or other type of pro rata distribution, etc., as the case may be. The foregoing information may be appropriately set forth in the table or under "Remarks" below the table.

13. Purchase or sale price of securities. (a) If any transaction reported in Table I involved a purchase or sale of securities for cash or obligation to pay cash, including the exercise of an option, state in Column 7 the purchase price per share or other unit, exclusive of brokerage commissions or other costs of execution. If the transaction was only partly for cash and partly for other consideration, state the amount of cash per share or other unit and the nature of the additional consideration. Column 7 need not be answered for transactions not involving cash.

(b) When two or more securities are purchased or sold as a unit (see Instruction 7(a) above), the purchase or sale, price of the unit shall be stated opposite one of the securities and cross-referred to opposite the other security or securities.

(c) If an option reported in Table II is exercisable at varying increasing prices, state in Column 7 of that table the price at which it is presently exercisable.

14. Puts, calls, options and other RightsTable II.

The terms "put" and "call" on Table II include, in addition to separate puts and calls, any combination of the two, such as spreads, straddles, strips and straps. In reporting the nature of the option in Column 4 of Table II, state whether it represents a right to buy, a right to sell, an obligation to buy or an obligation to sell, the securities subject to the option.

15. Inclusion of additional information. A statement may include an additional information or explanation deemed relevant by the person filing the statement.

16. Signature. If the statement is filed for a corporation, partnership, trust, etc., the name of the organization shall appear over the signature of the officer or other person authorized to sign the statement. If the

statement is filed for an individual, it shall be signed by him or specifically on his behalf by a person authorized to sign for him. If signed on his behalf by another person, the authority of such person to sign the statement shall be confirmed to the Commission in writing as soon as practicable by the individual for whom the statement is filed, unless such a confirmation which is still in effect is on file with the Commission.

§ 206.65 Form for registration of certain successor issuers pursuant to section 12 (b) or (g) of the Securities Exchange Act of 1934.1

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

Washington, D.C. 20511

FORM F-1B

FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS PURSUANT TO SECTION 12 (b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

GENERAL INSTRUCTIONS

A. Rule as to Use of Form F-1B.

This form may be used for registration pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 (“Act”) of securities of an issuer which has no securities so registered but which has succeeded to an issuer which at the time of the succession had securities so registered, or to such an issuer and one or more other persons, subject to the following conditions:

(a) The capital structure and balance sheet of the successor issuer immediately after the succession were substantially the same as those of the single predecessor or, if more than one predecessor, the combined capital structures and balance sheets of all of the predecessors; or

(b) Proxies were solicited pursuant to regulations promulgated by the Board, Federal Deposit Insurance Corporation or Comptroller of the Currency, or other government agency, under section 14 of the Act with respect to the succession from the security holders of the predecessor or, if more than one predecessor, from the security holders of at least one of such predecessors and copies of the proxy statement used in such solicitation are filed as an exhibit to the registration statement on this form;

'Section 206.65 is proposed to be added in its entirety.

Provided, however, (1) That this form may be used only if the registration statement is filed within 120 days after the date of the succession, and (2) that this form shall not be used for the registration on a national securities exchange pursuant to section 12(b) of the Act of securities of a successor issuer unless its predecessor or, if more than one predecessor, at least one of its predecessors, had securities listed and registered on the same exchange at the time of the succession.

B. Application of Regulation F.

(a) The Board's Regulation F contains certain general requirements which are applicable to registration on any form. These general requirements should be carefully read and observed in the preparation and filing of registration statements on this form.

(b) Particular attention is directed to § 206.4 which contains general requirements regarding matters such as the kind and size of paper to be used, legibility, information to be given whenever the title of securities is required to be stated, incorporation by reference and the filing of the registration statement. The definitions contained in § 206.2 should be especially noted.

C. Preparation of Registration Statement. 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 registration statement on paper meeting the requirements of § 206.4(t). The registration statement shall contain the item numbers and captions, but the text of the items may be omitted provided the answers thereto are prepared in the manner specified in § 206.4(u).

D. Signature and Filing of Registration Statement.

Eight complete copies of the registration statement, including exhibits and all papers and documents filed as a part thereof, shall be filed with the Board. At least one complete copy shall be filed with each exchange on which registration is applied for. At least one of the copies filed with the Board and one filed with each such exchange shall be manually signed. Unsigned copies shall be conformed.

E. Incorporation by Reference.

If the information called for by any item or items of this form is contained in a proxy statement filed as an exhibit pursuant to General Instruction A(b), such information may be incorporated by reference to such document in answer or partial answer to such item or items.

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

Washington, D.C. 20551

FORM F-1B

FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS PURSUANT TO SECTION 12 (b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Exact name of bank as specified in its charter

State or other jurisdiction of incorporation or organization

I.R.S. Employer Identification No.

(Address of principal executive offices)

(Zip Code)

Securities to be registered pursuant to section 12(b) of the Act:

Title of each class to be registered

Name of each exchange on which each class is to be registered

Securities to be registered pursuant to Section 12(g) of the Act:

Title of class Title of class

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. General information.

(a) State the date on which the bank was organized, its form of organization, and the State or other jurisdiction under the laws of which it was organized.

(b) State the date on which the bank's fiscal year ends.

Item 2. Transaction of succession.

(a) Name each predecessor which had securities registered pursuant to Section 12(b) or (g) of the Act at the time of the succession.

(b) Describe briefly the transaction of succession and state the basis upon which securities of the bank have been or are to be issued in exchange for or otherwise in respect of securities of any predecessor.

Item 3. Securities to be registered.

As to each class of securities to be registered, state the number of shares or the amounts of bonds (1) presently authorized, (2) presently issued and (3) presently issued which are held by bank for the account of others.

Item 4. Capital stock to be registered.

If capital stock is to be registered hereunder, state the title of the class and furnish the following information (See Instruction 1):

(a) Outline briefly (1) dividend rights; (2) voting rights; (3) liquidation rights; (4) preemptive rights; (5) conversion rights; (6) redemption provisions; (7) sinking fund provisions, and (8) liability to further calls or to assessment.

(b) If the rights of the holders of such stock may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class, so state and explain briefly.

(c) Outline briefly any restriction on the repurchase or redemption of shares by the bank while there is any arrearage in the payment of dividends or sinking fund installments. If there is no such restriction, so state.

Instructions. 1. If a description of the securities comparable to that required here is contained in any other filing with the Board, such description may, subject to § 206.4(q) be incorporated by reference to such other filing in answer to this item. If the securities are to be registered on a national securities exchange and the description has not previously been filed with such exchange, copies of the description shall be filed with copies of the application filed with the exchange.

2. This item requires only a brief summary of the provisions which are pertinent from an investment standpoint. A complete legal description of the provisions referred to is not required and should not be given. Do not set forth the provisions of the governing instruments verbatim; only a succinct resume is required.

3. If the rights evidenced by the securities to be registered are materially limited or qualified by the rights evidenced by any other class of securities or by the provisions of any contract or other document, include such information regarding such limitation or qualification as will enable investors to understand the rights evidenced by the securities to be registered.

Item 5. Debt securities to be registered.

If the securities to be registered hereunder are bonds, debentures or other evi