*t of the person who pays or is to pay such isation; or

Sell, offer to sell or induce an offer to buy curity, or deliver such security after sale, onnection with such distribution, such pers paid, or has offered or agreed to pay, diFor indirectly, to ary person, any compensaAr soliciting another to purchase any security same issuer on any national securities ex, or for purchasing any security of the same on any such exchange for any account other he account of the person who has paid or is such compensation.

No person, participating or otherwise filly interested in the primary or secondary ution of any security of any issuer, shall L. purchase or sale of any security of the same on a national securities exchange by paying ring or agreeing to pay, directly or indito any person any compensation for solicitother to purchase such security on any such ge, or for purchasing such security on any <change for any account other than the acof the person who pays or is to pay such -nsation.

The provisions of this rule shall not apply ect to any salary paid by a broker or dealer person regularly employed by him whose ry duties include the solicitation or execubrokerage orders on a national securities

ge,

if such salary represents only ordinary nsation for the discharge by such person of uties in the regular course of his employand is not paid, in whole or in part, directly irectly, for the inducement by such person purchase or sale on a national securities ge of any security of the issuer of the y in the primary or secondary distribution ch such broker or dealer is participating or vise financially interested.

(1) The provisions of this rule shall not to any transaction involving the payment of nsation pursuant to the terms of an effective uthorizing the payment of such compensaconnection with a distribution of securities, plan has been filed with the Commission by onal securities exchange, provided that the paying such compensation does not know e reasonable grounds to believe, at the time

he pays or offers or agrees to pay such compensation, that transactions connected with such distribution are being carried out in violation of such plan.

(2) For the purposes of this rule a plan filed with the Commission by a national securities exchange shall not become effective unless the Commission, having due regard for the public interest and for the protection of investors, declares the plan to be effective. The Commission in its declaration may impose such terms and conditions relating to the provisions of the plan and the period of its effectiveness as it deems necessary or appropriate in the public interest or for the protection of investors.

Rule 10b-3. Employment of Manipulative and Deceptive Devices.

It shall be unlawful for any broker or dealer, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, to use or employ, in connection with the purchase or sale of any security otherwise than on a national securities exchange, any act, practice, or course of business defined by the Commission to be included within the term "manipulative, deceptive, or other fraudulent device or contrivance," as such term is used in section 15 (c) (1) of the Act.

Rule 10b-5. Employment of Manipulative and Deceptive Devices.

It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange,

(1) to employ any device, scheme, or artifice to defraud,

(2) to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or

(3) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.

Rule 10b-6. Prohibitions Against Trading by Persons Interested in a Distribution.

(a) It shall constitute a "manipulative or deceptive device or contrivance" as used in section 10 (b) of the Act for any person,

(1) who is an underwriter or prospective underwriter in a particular distribution of securities,

or

(2) who is the issuer or other person on whose behalf such a distribution is being made, or

(3) who is a broker, dealer, or other person who has agreed to participate or is participating in such a distribution,

directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, either alone or with one or more other persons, to bid for or purchase for any account in which he has a beneficial interest, any security which is the subject of such distribution, or any security of the same class and series, or any right to purchase any such security, or to attempt to induce any person to purchase any such security or right, until after he has completed his participation in such distribution; provided, however, that this rule shall not prohibit (1) transactions in connection with the distribution effected otherwise than on a securities exchange with the issuer or other person or persons on whose behalf such distribution is being made or among underwriters, prospective underwriters or other persons who have agreed to participate or are participating in such distribution; (2) unsolicited privately negotiated purchases, each involving a substantial amount of such security, effected neither on a securities exchange nor from or through a broker or dealer; or (3) purchases by an issuer effected more than forty days after the commencement of the distribution for the purpose of satisfying a sinking fund or similar obligation to which it is subject; or (4) odd-lot transactions (and the off-setting round-lot transactions hereinafter referred to) by a person registered as an odd-lot dealer in such security on a national securities exchange who offsets such odd-lot transactions in such security by round-lot transactions as promptly as possible; or (5) brokerage transactions not involving solicitation of the customer's order; or (6) offers to sell or the solicitation of

offers to buy the securities being distrib cluding securities or rights acquired in stati or securities or rights offered as principa person making such offer to sell or solicitar (7) the exercise of any right or privilege to acquire any security; or (8) ing transactions not in violation of R or (9) bids for or purchases of rights not tion of Rule 10b-8; or (10) transactions on a national securities exchange in sor with the provisions of a plan filed by such e under Rule 10b-2 (d) and declared effect Commission; or (11) purchases or bid underwriter, prospective underwriter ea otherwise than on a securities exchange more business days prior to the propo mencement of such distribution (or 5 business days in the case of unsolicited pa if none of such purchases or bids are fort pose of creating actual, or apparent, ac ing in or raising the price of such secu the case of securities offered pursuant to tive registration statement under the Se Act of 1933 the distribution shall not be to commence for purposes of this clause to the effective date of the registration

(b) The distribution of a security (1) immediately exchangeable for or converti another security, or (2) which entitles th thereof immediately to acquire another shall be deemed to include a distribution other security within the meaning of t

(c) The following shall be applicable purposes of this rule:

(1) The term "underwriter" means a who has agreed with an issuer or other pe whose behalf a distribution is to be made purchase securities for distribution or distribute securities for or on behalf of s or other person or (C) to manage or su distribution of securities for or on behalf issuer or other person.

(2) The term "prospective underwrite a person (A) who has agreed to subm submitted a bid to become an underwrite curities as to which the issuer, or other p whose behalf the distribution is to be issued a public invitation for bids, or (B) reached an understanding, with the issuer person on whose behalf a distributions

that he will become an underwriter, whether the terms and conditions of the underwritve been agreed upon.

A person shall be deemed to have comhis participation in a particular distribus follows: (A) the issuer or other person on behalf such distribution is being made, such distribution is completed; (B) an vriter, when he has distributed his parion, including all other securities of the class acquired in connection with the ›ution, and any stabilization arrangements ading restrictions with respect to such dison to which he is a party have been tered; (C) any other person, when he has uted his participation. A person, includunderwriter or dealer, shall be deemed for ses of this paragraph (c) (3) to have buted securities acquired by him for invest

The provisions of this rule shall not apply y of the following securities: (1) "exd securities" as defined in section 3 (a) (12) Act, including securities issued, or guaranoth as to principal and interest, by the Interal Bank for Reconstruction and Developor (2) face-amount certificates issued by a mount certificate company, or redeemable ties issued by an open-end management comor a unit investment trust. Any terms used use (2) of this paragraph (d) which are d in the Investment Company Act of 1940 have the meanings specified in such Act.

The provisions of this rule shall not apply 7 distribution of securities by an issuer to ployees, or to employees of its subsidiaries, a trustee or other person acquiring such sees for the account of such employees, purto (1) a stock option plan involving only icted stock options" as defined in section 421 Internal Revenue Code; or (2) a savings, ment or stock purchase plan providing for (A) periodic payments (or payroll deducfor acquisition of securities by participatnployees and (B) periodic purchases of the ties by participating employees, or the perequiring them for the account of such em

es.

This rule shall not prohibit any transacor transactions if the Commission, upon

written request or upon its own motion, exempts such transaction or transactions, either unconditionally or on specified terms and conditions, as not constituting a manipulative or deceptive device or contrivance comprehended within the purpose of this rule.

Rule 10b-7. Stabilizing to Facilitate a Distribution.

(a) Scope of Rule. The provisions of this rule shall apply to any person who, either alone or with one or more other persons, directly or indirectly, stabilizes the price of a security to facilitate an offering of any security. It shall constitute a "manipulative or deceptive device or contrivance," as used in section 10 (b) of the Act, for any such person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, to effect, either alone or with one or more other persons, any transaction or series of transactions prohibited by this rule. (b) Definitions. Unless the context clearly indicates otherwise, for the purposes of this rule the following terms shall have the meaning indicated:

(1) The term "offering at the market" shall mean an offering in which it is contemplated that any offering price set in any calendar day will be increased more than once during such day.

(2) The term "transaction" shall mean a bid or a purchase.

(3) The terms "stabilize", "stabilizes", "stabilizing" or "stabilized" shall mean the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or stabilizing the price of any security; provided, however, that a bid shall not constitute a stabilizing bid unless or until it is shown in the market.

(c) Transactions Must Be Necessary. No stabilizing bid or purchase shall be made except for the purpose of preventing or retarding a decline in the open market price of a security.

(d) Priority Must Be Granted. Any persons placing or transmitting a bid which he knows is for the purpose of stabilizing the price of any security shall disclose the purpose of such bid to the person with whom it is placed or to whom it is transmitted. Any person placing a stabilizing bid or effecting a stabilizing purchase on a securities

exchange shall grant priority to any independent bid at the same price irrespective of the size of such independent bid or the time when it is entered. Any person placing a stabilizing bid or effecting a stabilizing purchase otherwise than on a securities exchange shall grant priority to any independent bid at the same price placed with or transmitted to him irrespective of the size of such independent bid or the time when it is entered.

(e) Control of Stabilizing. No sole distributor or syndicate or group stabilizing the price of a security nor any member or members of such syndicate or group shall maintain more than one stabilizing bid in any one market at the same price at the same time; provided, however, that more than one such bid at the same price may be maintained otherwise than on a securities exchange by or for the account of such distributor, syndicate or group.

(f) Stabilizing at Prices Resulting From Unlawful Activity. No stabilizing shall be initiated at a price which the stabilizer knows or has reason to know is the result of activity which is fraudulent, manipulative, or deceptive under the Act or any rule or regulation thereunder.

(g) Stabilizing Prohibited in Offerings at the Market. No person shall effect any stabilizing transaction to facilitate any offering at the market.

(h) Stabilizing Securities Traded in More Than One Market. If a security is traded in more than one market, stabilizing shall not be initiated at any price which would be unlawful in the market which is the principal market for such security in the United States open for trading at the time when such stabilizing is initiated; provided, however, that if the principal market for such security in the United States is a securities exchange, stabilizing may be initiated in any market after the close of such exchange at the price at which stabilizing could have been initiated on such exchange at the close thereof unless the person stabilizing knows or has reason to know that other persons have offered or sold such security at a lower price after such close, except that special prices available to any group or class of persons (including employees or holders of warrants or rights) shall not limit the stabilizing price.

(i) Entering Stabilizing Bid on Exchange Prior to Opening. No person shall place a stabi

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lizing bid on a securities exchange prior to the opening quotations for the security exchange are available, unless he has been at lawfully stabilizing such security at sp provided, however, that a stabilizing bid to made immediately prior to the opening of pl ties exchange at a price not in excess of t at which stabilizing could have been initie pu such exchange at the previous close there': the person stabilizing knows or has reason be that other persons have offered or sof security at a lower price after such che pr that special prices available to any grow of persons (including employees or hir warrants or rights) shall not limit the price.

(j) Stabilizing Levels. (1) Except vided in subparagraphs (2), (3) and (4) paragraph (j), no person shall (A)x stabilize a security at a price higher t highest current independent bid price security or (B) raise the price at wh stabilizing. If no bona fide market b security being distributed exists at t stabilizing is initiated, stabilizing may be at a price not in excess of the public offen (2) If the principal market for a a securities exchange and stablizing is on such exchange the initial stabilizing hi chase may be made at a price not in ex last independent sale price on such er (A) the security has been traded on such on the day when stabilizing is begun, a ** the two preceding calendar days, or a preceding business day, and (B) the cur price is equal to or above the last indepen price. If both conditions (A) and (B met, no person shall begin to stabilize the at a price in excess of the highest curs pendent bid price for such security; however, that if a stabilizing bid has been at such independent bid price and the thereafter on the exchange is an indepeTM at a higher price, the security may be 5. at a price not in excess of such indepe price.

(3) If a stabilizing bid or purchase before the initial public offering pri security to be distributed is determined offering price is higher than such stabil

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se price, then stabilizing may be resumed etermination of such public offering price orice at which it could then be initiated; d, however, that special prices available group or class of persons (including emor holders of warrants or rights) shall stitute the initial public offering price for s of this subparagraph (3).

A stabilizing bid lawful when made may nuously maintained or reduced irrespective ges in the independent bid, asked or sale such security; provided, however, that no ng shall be done at a price higher than e at which stabilizing is being done in the al market for such security. Except as d in subparagraph (3) of this paragraph stabilizing is discontinued for less than siness days it shall not be resumed in conwith the same distribution except at the f the two following prices: (A) the last tabilizing price, or (B) the price at which ng could then be initiated. If no stabiurchases have been effected for three conbusiness days then stabilizing may be conr resumed at the price at which it could initiated.

To person shall stabilize a security at a ove the price at which such security is y being distributed; provided, however, cial prices available to any group or class ons (including employees or holders of s or rights) shall not limit the stabilizing

f a security goes ex-dividend, ex-rights, or ibution, the price at which such security stabilized shall be reduced by an amount the value of the dividend, right, or disn, computed to the nearest trading differprovided, however, that if the dividend, distribution has a value of not more than ent of the minimum price differential, the ng price need not be reduced.

When two or more securities are being ofs a unit, the component securities shall tabilized at prices the sum of which exe offering price of the unit; provided, that special prices available to any group of persons (including employees or holders ants or rights) shall not limit the stabi

rice.

(8) If a security is being called or redeemed it shall be unlawful to stabilize such security at a price above such call or redemption price plus accruals, if any; provided, however, that if such security is immediately convertible into or exchangeable for another security or securities, and if the amount of such other security or securities (into which it is convertible or for which it is exchangeable) multiplied by their highest lawful stabilizing price exceeds the call or redemption price plus accruals, then the security may be stabilized at a price not in excess of such price, to the nearest trading differential.

(k) Disclosure of Stabilizing. Any person subject to this rule who sells to, or purchases for the account of, any person, any security or any right or warrant to subscribe to any such security, where the price of such security, right or warrant has been stabilized, shall give or send to such person, at or before the completion of each transaction entered into while the distribution is in progress, written notice that stabilizing purchases may be or have been effected. If, however, at or before the completion of the transaction, the purchaser receives a prospectus, offering circular, confirmation or other writing containing a statement similar to that comprising the legend provided for in Rule 426 under the Securities Act of 1933, then no other written notice with respect to stabilizing need be given to such purchaser.

(7) Reporting Requirements. A person subject to this rule shall file with the Commission the reports and notices required to be filed by Rule 17a-2 even though he is not subject to that rule as a broker, dealer, or member of a national securities exchange.

(m) Limitation of Liability. Whenever any act done or omitted by any person subject to this rule would involve a violation of such rule only if some other person had previously done or omitted to do some other act, the act or omission of such first-mentioned person shall not involve a violation unless such first-mentioned person knew or had reason to know that such other person had previously done or omitted to do such other act.

(n) Exempted Securities. The provisions of this rule shall not apply to "exempted securities", as defined in section 3 (a) (12) of the Act, including securities issued, or guaranteed both