filed under both Acts. To comply with that t of section 16 (a) requiring reports to be filed ch national securities exchanges, a duplicate ginal of the same report may be filed with such hanges or with the exchange designated under le 16a-1 (ƒ).

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

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

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

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

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

6) Except as provided in paragraph (c) hereof, neficial ownership of securities solely as a settlor beneficiary of a trust shall be exempt from the ovisions of section 16 (a) where less than twenty rcent in market value of the securities having a adily ascertainable market value held by such ast, determined as of the end of the preceding cal year of the trust, consists of equity securities th respect to which reports would otherwise be quired. Exemption is likewise accorded from ction 16 (a) with respect to any obligation which ould otherwise be imposed solely by reason of nership as settlor or beneficiary of securities ld in trust, where the ownership, acquisition, or sposition of such securities by the trust is made ithout prior approval by the settlor or beneficiy. No exemption pursuant to this subsection all, however, be acquired or lost solely as a result changes in the value of the trust assets during y fiscal year or during any time when there is transaction by the trust in the securities otherise subject to the reporting requirements of secon 16 (a).

(c) In the event that ten percent of any class of y equity security (other than an exempted curity) which is registered on a national secuties exchange is held in a trust, that trust and te trustees thereof as such shall be deemed a pern required to file the reports specified in section (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, settlors and beneficiaries who are officers, directors or 10 percent stockholders. A person having an interest only as a beneficiary of a trust shall not be required to file any such report so long as he relies in good faith upon an understanding that the trustee of such trust will file whatever reports might otherwise be required of such beneficiary.

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

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

(2) a stepson or stepdaughter of the trustee; (3) the father or mother of the trustee, or an ancestor of either,

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

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

(f) In determining, for the purposes of Rule 16a-1, whether a person is the beneficial owner, directly or indirectly, of more than 10 percent of any class of any listed equity security, the interest of such person in the remainder of a trust shall be excluded from the computation.

(g) No report shall be required by any person, whether or not otherwise subject to the requirement of filing reports under section 16 (a) with respect to his indirect interest in portfolio securities held by

(1) any holding company registered under the Public Utility Holding Company Act,

(2) any investment company registered under the Investment Company Act,

(3) a pension or retirement plan holding securities of an issuer whose employees generally are the beneficiaries of the plan,

(4) a business trust with over 25 beneficiaries. (h) Nothing in the rule shall be deemed to impose any duties or liabilities with respect to reporting any transactions or holding prior to its effective date.

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

Any acquisition of non-transferable options or shares of stock including stock acquired purant to such options by a director or officer of he issuer of such stock shall be exempt from the beration of section 16 (b) of the Act if the stock · option was acquired pursuant to a bonus, profitaring, retirement, stock option, thrift, savings similar plan meeting all the following conitions:

(a) The plan has been approved specifically, or rough the approval of a charter amendment auorizing stock for issuance pursuant to the plan— (1) by the holders of at least a majority of the >curities of the issuer present or represented and titled to vote at a meeting for which proxies ere solicited substantially in accordance with ich rules and regulations, if any, as were then in fect under section 14 (a) of the Act, whether or ot such rules and regulations were applicable to ich solicitation, or by written consents of the olders of at least a majority of the securities of e issuer entitled to vote solicited substantially in ccordance with such rules and regulations; or

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

(b) The plan effectively limits (subject to any rovisions for adjustment of the plan or options utstanding thereunder to prevent dilution or enrgement of rights) the aggregate amount of unds or securities which may be allocated purant to the plan, either by limiting the maximum mount which may be allocated to each participant the plan or by limiting the maximum amount hich may be so allocated to all such participants. uch limitations may be established for each fiscal ear, or for the duration of the plan, whether or ot the plan has a fixed termination date, and may determined either by fixed amounts of securities funds, or by formulas based upon earnings of e issuer, dividends paid, compensation received 7 participants, outstanding securities or percentges 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;

(2) the term "non-transferable option" includes an option which by its terms is not transferable by such optionee otherwise than by will or the laws of descent and distribution, and is exercisable, during his lifetime, only by him.

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

Any transaction of purchase and sale, or sale and purchase, of a security shall be exempt from the provisions of section 16 (b), to the extent prescribed in this rule, as not comprehended within the purpose of said subsection, if (a) the person effecting such transaction is either a holding company registered under the Public Utility Holding Company Act of 1935 or a subsidiary company thereof and (b) both the purchase and the sale of such security have been approved or permitted by the Commission pursuant to the applicable provisions of that Act and the rules and regulations thereunder.

Rule 16b-5. Exemption Form Section 16 (b) of Certain Transactions in Which Securities Are Received by Redeeming Other Securities.

Any acquisition of an equity security (other 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 b corporation, to receive the appraised or fair val of their holdings.

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

(e) The burden of establishing market price: a security for the purpose of this rule shall upon the person claiming the exemption.

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

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

(a) The following transactions shall be exer from the provisions of section 16 (b) as not o prehended within the purpose of said subsectio

(1) The acquisition of a security of a company pursuant to a merger or consolidation, in exchang for a security of a company which, prior to s merger or consolidation, owned 85 percent or mr of the equity securities of all other compare involved in the merger or consolidation except. the case of consolidation, the resulting company

(2) The disposition of a security, pursuant a merger or consolidation of a company prior to said merger or consolidation, owned percent or more of the equity securities of all othe companies involved in the merger or consolidatin except, in the case of consolidations, the result

company;

undr

(3) The acquisition of a security of a compa pursuant to a merger or consolidation, in excha for a security of a company which, prior to s merger or consolidation, held over 85 percent the combined assets of all the companies going merger or consolidation, computed accor ing to their book values prior to the merge consolidation as determined by reference to the most recent available financial statements for 12-month period prior to the merger or c solidation.

(4) The disposition of a security, pursuant a merger or consolidation, of a company

whit