ࡱ> 0|}~ xbjbj #-jj l $ hhhP`hi $l{{{{/+H$) IZ* [/*o {{ oooL l{ {oooqJ@\v , {l 0rn J^hK B 0޻BW o  Checklist  1. Six copies of a typewritten draft of the listing application (one of which must be an original document signed by an executive officer of the company) and three complete sets of attachments referenced by the application. In the case of an initial public offering, 12 copies of the preliminary prospectus and when available 10 copies of the final prospectus as well as the listing application. For both original listings and IPOs the application once finalized, must be printed and 12 copies submitted to the Exchange. The Statement of Understanding regarding NYSE Allocation Policy and Procedures signed by an executive officer of the company. Allocation Decision form signed by an executive officer of the company (if the company chooses to select a specialist unit under Option 2 of the Allocation Policy and Procedures). A letter from the company acknowledging its obligation to perform undertakings that are conditions of listing as outlined in the NYSE clearance letter. One signed copy and one conformed copy of the Form of Registration (Form 8-A) pursuant to section 12(b) of the Securities Exchange Act of 1934. The company should file (simultaneous to submission of the application or shortly thereafter with the SEC. For currently public companies a copy of a recent distribution schedule signed by the transfer agent. For companies listing in conjunction with an initial public offering, a letter from the underwriter undertaking to distribute in such a manner to meet NYSE shareholder, public shares & public market value standards. Certified copy of each of the following resolutions (samples attached): 8a Resolution of the Board of Directors authorizing application to the Exchange for the listing of securities for which listing application is made. 8b Resolution of the Board of Directors authorizing issuance of any unissued securities (e.g., option plans, shares to be issued upon conversion, etc.) for which listing application is made. 8c Resolution of shareholders authorizing issuance (if corporate procedure requires such action) of any unissued securities (e.g., option plans, shares to be issued upon conversion, etc.) for which listing application is made. 8d Resolution of the Board of Directors authorizing appointment of the transfer agent(s) and registrar(s). 9. Opinion of Counsel addressed to the Exchange, as to: 9a Legality of the companys organization. 9b Authorization of the issuance of the securities for which listing application is made. 9c Validity of the securities for which listing application is made. 9d Whether shares are, or will be when issued, fully-paid and non-assessable. 9e Personal liability of shareholders under laws of the jurisdiction in which the company is organized and the jurisdiction in which its principal place of business is located. 9f The date and nature of any order or proceeding of any federal or state regulatory authority prerequisites to issuance of any unissued securities covered by the application and, if such steps have not been completed, the present status thereof. 9g Whether shares are registered under the Securities Act of 1933 and/or reason why registration under the Securities Act of 1933 is not required. 9h Whether counsel, any partner of counsel or any member of a firm rendering the opinion is a director or officer of the company. 10. Listing Agreement executed by the designated officer and affixed with the corporate seal. 11. Listing Fee Agreement executed by the designated officer and affixed with the corporate seal. Company will receive an invoice for the original listing fee and pro-rated continuing annual fee subsequent to the commencement of trading of the companys shares.  Checklist (cont.) 12. Proofs of temporary stock certificates (if alterations to existing certificates were required as a condition of listing) and definitive specimens when available. Letter from the transfer agent stating that a sufficient supply of certificates is on hand to meet the demands of transfers and exchanges. Letter from the registrar certifying the number of shares for which listing application is made. Memorandum with Respect to Unpaid Dividends, Unsettled Rights and Record Dates. Copy of the corporate charter with all amendments, certified by the secretary of the state of incorporation. Copy of the corporate by-laws with all amendments, certified by the secretary of the company. Copy of any proxy/prospectus made under the Securities Act of 1933 within the past year relating to the securities proposed for listing. Copy of the certificate or order of any public authority (if applicable) having jurisdiction over the company in the matter of approving or authorizing issuance of any unissued securities proposed for listing. Any other items or documents required as a condition of listing in the NYSE clearance letter to the company.  Guidelines for Preparation Listing Application to New York Stock Exchange, Inc. (Application Number)* (Date) (Company Name) Shares of Stock (Title) Par Value Cusip No. and [any additional securities e.g.: warrants, debt, stock purchase rights, preferred]Original ListingNo. of shares of common stock issued as of:No. of shareholders of record as of:(Date)(Date)(Number)(Number)(Excluding shares held in treasury) (Number) Description of TransactionState that the listing application is the companys original application for the listing of its securities on the Exchange. Cross-reference may be made to any Securities Act Prospectus, 10K or annual report attached as part of the application. To the extent that the required informational material is covered in the attachments, the data need not be repeated in the narrative sections. However, appropriate cross-references should be included under each caption.Shares Applied for but not yet IssuedThe material under this caption will be applicable only where unissued securities are included in the application. The transactions for which share reserves are needed should be described in sufficient detail to set forth the essential facts. If the company must reserve shares for a merger or acquisition that is scheduled to close around the time of the original listing date, consult with the companys Exchange representative for special instructions. * Number to be assigned upon authorization by NYSE.  Authority for IssuanceGive the dates directors approved the purpose for and issuance of any unissued securities covered by the application. If shareholder approval has been or will be given, give that date also.History and BusinessState where and when the company was organized, its form of organization, and the duration of its charter. Give in succinct form the history of its development and growth in the particular line of business now conducted. If organized as the result of a merger, consolidation or reorganization, trace the history of the predecessor companies. If organized through reorganization, describe briefly the circumstances leading to, and the effect of, the reorganization. Describe briefly the present business of the company and its subsidiaries or controlled companies, including the principal products manufactured or services performed, principal markets for products and raw materials, operations conducted, merchandising or product-distribution methods, and, in general, furnish such information as will serve to indicate clearly the growth and development of the particular industry in which the company is engaged and the growth and development of the company and the relative ranking it occupies in its field. If a material part of the business is dependent upon patents, proprietary formulae or secret processes, so state. Give date of expiration of principal patents or proprietary interests in principal formulae. Public Utilities In the case of public utilities, the description of the business should include the various services rendered by the system, the proportionate gross revenue derived from each service, and the territory and population served by each service. Indicate the number of customers, or meters in service, classifying them into categories such as residential, industrial or commercial, municipalities, etc. State the aggregate number of kilowatt-hours of electricity or cubic feet of gas, sold annually for the past five years and the aggregate revenue derived from each service annually during that period, for each customer classification. State average and peak loads and installed capacity, indicating whether the figures given represent rated capacity or actual capacity. Describe, in general terms, interconnection facilities and arrangements for purchases or sales of electricity and gas.Property Description Describe briefly the physical properties of the company and its subsidiaries or controlled companies, stating location, type of construction and area of plants and buildings, functions thereof, condition of equipment, acreage, transportation facilities, etc. State whether properties are owned or leased. Indicate normal capacity of plants in terms of units of production where possible. Affiliated CompaniesGive a list of all subsidiary or controlled companies, including all companies in which the company owns or controls directly or indirectly 50% or more of the voting power. Indicate as to each such company the amount of each class of capital stock outstanding and show the amount of each class owned, directly or indirectly, by the parent company. State briefly the proportionate revenue/earnings each such company has in the business. If the company has a substantial but less than controlling interest in any company or organization, such interests should be similarly described. Indicate, to the extent that the information is available, the name of any company, individual or other entity that owns, directly or indirectly, 10% or more of any class of voting stock of the company, and the extent of such ownership. If control of the company is held by any other company through lease or contract, describe the circumstances of such control.  ManagementGive the names and titles of all directors and officers, stating other principal business affiliations they may have. Give a brief biographical outline for each of the principal officers of the company. If directors are elected by classes, so indicate.CapitalizationGive a summary statement of changes in authorized stock capitalization of the company since organization, with reference to dates of corporate actions effecting such changes. This data may be given in narrative form if desired, but if changes have been numerous, a tabulated statement is preferable. Give in tabular form a statement as to substantial changes in the outstanding amounts of stock of the company over the period of the past five years, showing dates on which authorized for issuance, purpose of issuance and consideration received. The statement should show shares reacquired by the company or its subsidiary or controlled companies.Funded DebtState the aggregate amount of funded debt of the company and its subsidiary or controlled companies, and give a list of the outstanding issues and amounts, indicating amounts held by subsidiary or controlled companies. If such list is extensive, it may be attached to the application as an exhibit.Stock ProvisionsIf application is being made to list stock, give a summary of the rights, preferences, privileges and priorities of the class of stock for which application is made. Provide similar information on any other class of stock that is senior or equal to the proposed issue. If application is being made to list one or more senior classes of stock, recite verbatim the charter provisions attaching thereto, and to each class on a parity therewith or senior thereto, in an exhibit appended to the application in addition to the summarized statement included in the application. Give a summary statement of any provisions of any indentures or agreements restricting payment of dividends or affecting voting rights of the class of stock applied for. State whether or not shareholders of any class have pre-emptive rights to subscribe to additional issues, whether by charter provision or statute.Employees Labor RelationsState total number regularly employed and, if subject to seasonal fluctuation, the maximum and minimum numbers employed during the preceding 12 months. State dates and duration of material work stoppages due to labor disagreements during the past three years, and the general terms of settlement of such disagreements. Describe briefly any pension, retirement, bonus, profit participation, stock purchase, insurance, hospitalization, or other plans of benefit to employees that may be in effect.Shareholder RelationsDescribe briefly the procedures followed by the company in the field of shareholder relations, indicating, among other things, the method by which shareholders are informed of either a declaration of dividends or a failure to declare a dividend at an accustomed time; whether interim statements of earnings are mailed to shareholders or released to the press; how soon after the close of the period such interim statements usually are available; and whether the company advises shareholders or otherwise gives periodic publicity to the progress of the company or to new developments in its affairs (otherwise than through interim statements of earnings or annual reports and proxy statements).  Dividend RecordState the amount of dividends (per share and in the aggregate) paid by the company (or its predecessors) during each of the five preceding years. Show stock dividends separately, indicating, in respect to each stock dividend, the percentage amount, the number of shares issued in payment, the amount per dividend share, the aggregate charged against earnings or retained earnings, and the basis for calculating the amount charged. State the aggregate and per share amount of any preferred dividend arrearages. Indicate whether dividends have been paid on a quarterly, semiannual or annual basis and state how long dividends have been paid without interruption. State the record date, payment date and date of declaration with respect to each dividend paid during the past two years.Options, Warrants, Conversion Rights, etc. State the terms and conditions of any options, purchase warrants, conversion rights or any other commitments, whether of definitive or contingent nature (including stock compensation or remuneration plans), under which the company may be required to issue any of its securities. If there are no such commitments, so state. In the case of options granted to directors, officers or employees and stock compensation or remuneration plans relating to directors, officers or employees, indicate whether or not the options or plans, or some measure or proposal implementing them, were approved by shareholders and, if so approved, the date of approval. If any of the above data is fully stated under Capitalization Section or elsewhere in the application, it may be omitted here and reference made to the other statement.LitigationDescribe all pending litigation of a material nature in which the company or any of its subsidiaries or controlled companies may be involved that may affect its income from, title to or possession of any of its properties.Business, Financial and Accounting PoliciesIndependent Public Accountants State the name of independent public accountants; how long they have audited the companys accounts; when and by whom they were appointed; whether or not they report directly to the board of directors; whether they make a continuous or periodic audit; the extent of their authority to examine all records and supporting evidence; whether or not they are authorized or invited to attend shareholders meetings; whether they do attend such meetings; and, if they do attend, whether or not they are authorized to answer questions raised by shareholders. Chief Executive Officer State the name and title of the chief executive officer. Chief Financial Officer State the name and title of the companys chief financial officer; to whom he reports and the extent of his authority; whether or not he attends meetings of the board of directors. Commitments Indicate whether or not it is the policy of the company to make future commodity commitments to an extent that may materially affect its financial position. Indicate whether or not, in the normal course of business, it is necessary to expand working capital through short-term loans (or otherwise) to a material extent. Other Policies Describe other policies, in cases where, because of the nature of the industry or circumstances peculiar to the company, unique business, financial or accounting policies are considered to be of material effect in determination of the companys income or its financial position, or in interpretation of its financial statements.  Financial StatementsInclude in the listing application the following financial statements: A summary statement of earnings, prepared in conformity with generally accepted accounting principles, for the last five fiscal years. Consolidated financial statements, prepared in conformity with generally accepted accounting principles, together with the report of the companys independent public accountants. The latest available interim financial statements for the current fiscal year, prepared in conformity with generally accepted accounting principles. The interim statements shall include a report thereon by the companys chief financial officer if such statements have not been audited. Pro- forma or giving effect consolidated financial statements in cases where there has been, or is contemplated, any major financing, recapitalization, acquisition or reorganization. Parent Company Statements Statements of the parent company as a separate corporate entity may also be required if such statements appear essential or desirable. In general, parent company statements are not required in cases where the subsidiaries are wholly owned and do not have any substantial amount of funded debt outstanding. Form of Financial Statements The Exchange does not attempt to prescribe the form or detail of the financial statements included in the listing applications. It is required that such statements be prepared in conformity with generally accepted accounting principles. It is the practice of the Exchange to ask the company to submit its financial statements, initially, in the form in which they have been published in the annual reports to shareholders. Those statements are examined by the Exchange staff. Such changes as may seem desirable are discussed with the company. When preparing financial statements for inclusion in a listing application, it should be noted that the Listing Agreement, filed by the company in support of the application, requires that all financial statements contained in the companys future annual reports to shareholders be in the same form as the statements contained in the listing application or as modified by agreement of the company and the Exchange.Opinion of CounselState in summary form the opinion of counsel filed in support of the application, particularly as to: Legality of the companys organization; Authorization of the issuance of the securities for which the listing application is made; Validity of the securities for which the listing application is made; Whether shares are, or will be when issued, fully paid and non-assessable; Personal liability of shareholders under laws of the jurisdiction in which the company is organized and the jurisdiction in which its principal place of business is located; The date and nature of any order or proceeding of any federal or state regulatory authority prerequisite to issuance of any unissued securities covered by the application and, if such steps have not been completed, the present status thereof; Whether shares are registered under the Securities Act of 1933 and/or why registration under the Securities Act of 1933 is not required; and Whether counsel, any partner of counsel, or any member of a firm rendering the opinion is a director or officer of the company.  Registration Under the Securities Exchange Act of 1934A registration Statement on Form 8A has been filed with the Securities and Exchange Commission and the Exchange for registration of the Companys Common Stock pursuant to Section 12 (b) of the Securities Exchange Act of 1934, as amended.Listing AgreementState that the company has executed and filed a copy of the standard form of the Listing Agreement and that is available at the Exchange for review upon request.General InformationUnder this heading state: Date on which fiscal year ends. Principal business address and statutory address of the company. Date and place of annual meeting and percentage of voting stock constituting a quorum for meetings of shareholders. Names and addresses of transfer agent and registrar if listing of stock is applied for, or names and addresses of trustee (and co-trustee), fiscal and paying agents and agents for registry and interchange, if listing of bonds is applied for, and names and addresses of any other agencies for service of the securities for which the listing application is made. Approximate number of round-lot holders, or total shareholders, including those held by nominees for member firms/fiduciaries. (The Exchange will supply these figures based upon its analysis). (Company Name) By: (Name and Title)The New York Stock Exchange, Inc., hereby authorizes the listing of ________________ Shares of _________ Stock, $ _________ Par Value, of _____________ all of which are issued and outstanding. (Company) The Exchange also authorizes the listing of __________ Additional Shares of _______ Stock upon official notice of issuance for the purposes set forth above, making a total of _______ Shares of ________ Stock authorized to be listed. Catherine R. kinney John A. Thain President and Co-Chief Operating Officer Chief Executive Officer New York Stock Exchange, Inc. New York Stock Exchange, Inc.  ExhibitsData included in the application as exhibits instead of the narrative section should be arranged in the same sequence as the occurrence of references thereto in the narrative section. Each exhibit should be alphabetically designated. The exhibits should follow immediately after the signature page and shall be introduced by a paragraph reading: These exhibits constitute an essential part of the application. The statements of fact contained herein are made on the authority of the applicant corporation in the same manner as those in the body of the application..  NYSE Group, Inc. Allocation Policy and Procedures I. PURPOSE The current allocation process was established in 1976. The Quality of Markets Committee of the NYSE Board of Directors has periodically appointed special Allocation System Review Committees (ARCs) to conduct comprehensive reviews of the allocation process. The objective of each review was to preserve the integrity of the original system and build upon its strengths, in order to ensure that the allocation process: (1) is based on fairness and consistency; (2) maximizes the professionalism, expertise and objectivity of committee members; (3) minimizes potential conflicts of interest; (4) rewards performance and provides an incentive for performance improvement; (5) spreads reward and risk throughout the specialist system, in order to contribute to its strength and continued viability; (6) provides the best possible match between specialist unit and stock, and provides an opportunity for input from the listing company for that purpose; (7) provides for education of all participants in the allocation process; and (8) ensures the strength and autonomy of the Allocation Committee in applying the policy. Because specialists can expand their business only by increasing the number of their specialty stocks, allocation criteria and procedures and the performance evaluations on which they rely focus critical attention on customer service and ongoing improvement in the level of specialists' performance. The result is higher quality markets, benefiting the investing public, listed companies and member organizations. This document presents the policy of the Exchange with respect to the allocation of equity securities: (1) when a common stock is to be initially listed on the Exchange; (2) when a security is to be reallocated as a result of disciplinary or other proceedings under Exchange Rules 103A, 475 and 476; or (3) when a specialist unit voluntarily surrenders its registration in a security as a result of possible disciplinary or performance improvement action, and the allocation of Exchange Traded Funds admitted to trading on the Exchange on an unlisted trading privilege basis (see Section VIII, page 18 of this document). The purpose of the allocation system is: (1) to ensure that securities are allocated in an equitable and fair manner and that all specialist units have a fair opportunity for allocations based on established criteria and procedures; (2) to provide an incentive for ongoing enhancement of performance by specialist units; (3) to provide the best possible match between specialist unit and security and (4) to contribute to the strength of the specialist system. II. ALLOCATION COMMITTEE Responsibility The Allocation Committee has sole responsibility for the allocation of securities to specialist units under this policy pursuant to authority delegated by the Board of Directors, and is overseen by the Quality of Markets Committee of the Board ("QOMC"). The Allocation Committee renders decisions based on the allocation criteria specified in this policy (see Section IV). Allocation decisions are published for Exchange Floor members and are communicated to listing companies by Exchange staff. The Allocation Committee gives periodic reports to the QOMC. Composition The composition of the Allocation Committee is intended to maximize expertise and objectivity in the allocation process. To this end, the committee is comprised of 6 Floor brokers, including 3 broker Governors (1 of whom may be an independent/two dollar broker), 3 other Floor brokers from the Allocation Panel (1 of whom must be an independent/two dollar broker); 2 allied members from the Market Performance Committee or the panel; and 1 representative of an institutional investor organization from the Market Performance Committee or the panel. Commission brokers contribute their experience in conducting business with specialists, as well as broad-based knowledge of units on the Floor. Therefore, they have the largest representation on the committee. Allied members and representatives of institutional investor organizations often provide a perspective on the trading characteristics of new listings and experience as an off-Floor customer of the specialists. Including Governors on the committee adds comprehensive knowledge of specialist performance as well as a broad perspective and expertise relating to the Exchange. The 9-member committee is chosen from an Allocation Panel (See Section III), which includes Floor brokers, allied members, representatives of institutional investor organizations, Governors, and Senior Floor Officials. Selection of committee members within the appropriate member categories is random as to individuals, but an effort is made to appoint individuals who have not yet served on the committee before reappointing past committee members. The Exchange also tries to provide a balanced Floor geographical mix. Efforts are also made to include no more than one broker or allied member whose firm is affiliated with a specialist unit. Term of service Committee members serve 4-month terms, and every two months four or five members are rotated, thereby fostering continuity and objectivity in the decision-making process. A committee member whose term has expired is ineligible for consecutive reappointment, but after two months is eligible for further service if again randomly selected. Quorum requirement A full Allocation Committee affords optimal participation, and every effort is made to have 9 members for each allocation decision. Whenever standing committee members are unable to serve for a particular meeting or must abstain from deliberations regarding particular stocks, randomly selected panel members may substitute to complete a 9-member committee. A quorum requirement is established so that allocation decisions can otherwise be made, provided there are 7 members including 6 Floor brokers, at least two of whom are Governors, and 1 allied member. The presence of the representative of the institutional investor organization is not required for a quorum. In the event that any of the broker Governors on the standing committee are not able to attend an Allocation Committee meeting, or are unable to participate in the allocation of a particular stock, the Exchange first seeks to substitute for such Governor(s) with another broker Governor on the panel. If no such Governor is available, a Senior Floor Official or Executive Floor Official broker on the panel who is not currently a standing member of the Allocation Committee may serve as a substitute for a Governor for the purpose of meeting the Governor quorum requirement. If no Senior Floor Official or Executive Floor Official broker on the panel is available, any Senior Floor Official or Executive Floor Official broker on the standing committee may substitute for the absent Governor(s) for the purpose of meeting the Governor quorum requirement. The Exchange seeks as a substitute a Senior Floor Official or Executive Floor Official who is not currently a standing member of the Allocation Committee in order to maximize the level of seniority of the standing committee. In the event no current Floor broker, or allied panel member is available, a former Allocation Committee chairman may substitute, but may not substitute for a Governor for the purpose of meeting the Governor quorum requirement, unless such former Allocation Committee chairman is a Senior Floor Official or Executive Floor Official on the panel. A former chairman brings unique experience and expertise to the process. Chairman The Allocation Committee chairman is selected from among the Floor brokers on the standing committee whose firms conduct business with the public, as well as Governors. (Governors and brokers whose firms are affiliated with a specialist unit are ineligible to serve as chairman.) All candidates for chairman must have experience on the Allocation Committee to qualify. The chairman is elected by current Allocation Committee members, including outgoing members, and members of the committee who will be serving at the time of the chairman's appointment. While allocation decisions are made by the committee as a whole, the chairman's role calls for leadership in conducting meetings in accordance with policy and procedure, emphasizing the importance of preserving the integrity of the allocation process, the committee's responsibility to serve the best interests of the public and the Exchange, and the need to suspend individual interest and avoid possible conflicts of interest. In order to foster a complete understanding of and ensure consistency of the allocation process, each new chairman is elected two months prior to the commencement of his or her term as chairman. The eligible members will thus include the brokers with 4 months remaining in their committee terms, plus the brokers selected for rotation onto the committee two months hence. The chairman will serve until the end of his or her committee term (i.e., two to six months). If elected prior to the commencement of his or her committee term the chairman-elect will attend meetings as an observer and discuss the allocations with the current chairman. If already serving on the committee, the chairman-elect will likewise discuss the meetings with the current chairman. Orientation of each new chairman will also be provided by former chairmen of the Allocation Committee and by the Quality of Markets Committee. A standardized agenda for education of new chairmen will be made available. Committee member abstentions In making allocation decisions pursuant to this policy, it is the responsibility of each Allocation Committee member to adhere strictly to the approved allocation criteria. A committee member who feels he or she cannot abide by the criteria due to potential conflict of interest (e.g., allocation involving a relative, a financial interest, relief specialists, etc.) should disqualify himself or herself from the deliberations. If an Allocation Committee member has an investment banking relationship (defined as manager or co-manager of an underwriting group) or is in an advisory fee relationship with an about-to-be listed company, that committee member must abstain from allocation deliberations with respect to that particular stock. A broker or allied member whose firm is affiliated with a specialist unit must abstain from deliberations regarding allocation of a stock for which that unit has applied. Committee disclosure The names of the standing committee members will be kept confidential. Allocation Committee books will not be delivered to committee members on the trading Floor. Committee members will pick up their books at the Committee Support Services area. Committee information Allocation policy provides the application form and related written correspondence as the means by which interested parties transmit to the Allocation Committee information pertinent to allocations. Exchange members and investment bankers may not initiate contact with Allocation Committee members pertaining to an upcoming allocation. Allocation Committee members will enforce this prohibition. Allocation decisions are made by the committee as a whole, based on the published allocation criteria. Under all circumstances the confidentiality of the Allocation Committee's deliberations is paramount. Observation of Committee Meetings All incoming committee members are expected to observe as many committee meetings as possible prior to the commencement of their committee terms. III. ALLOCATION PANEL Composition The composition of the Allocation Panel reflects the committee structure and includes 28 Floor brokers, 13 allied members (including the 5 allied members serving on the Market Performance Committee), 9 representatives of institutional investor organizations (including the 5 representatives of institutional investor organizations serving on the Market Performance Committee,) the 10 Floor broker Governors who are part of the panel by virtue of their appointment as Governors, and a minimum of 5 Senior Floor Official or Executive Floor Official brokers that have been appointed to the panel. Selection Panel members are nominated by the membership. A selection committee, appointed by the Floor Directors, reviews the nominations and recommends panel appointments to the Floor Directors, who finalize recommendations for presentation to the QOMC. The selection committee operates in accordance with such guidelines as are established and made known to the membership from time to time. The selection committee and, in turn, the Floor Directors seek to develop a representative panel that maximizes professional expertise and broad exposure on the Floor by including members from various types of firms and from diverse locations on the Floor. To the maximum extent possible, the Floor members on the panel are expected to be a core group of experienced, senior professionals, such as former Allocation Committee chairmen, Senior Floor Officials, Executive Floor Officials, and current and former Floor Governors. In the case of allied members and representatives of institutional investor organizations, the allied member organization and the institutional investor organization are appointed to the panel. The individual representative is then selected by the organization. A Floor Director gives guidance to the organization in selecting an appropriate representative. Eligibility Professional expertise and experience are essential to the excellence of the allocation system. Therefore, a Floor member must have a minimum of 5 years experience as a member on the Floor in order to be eligible for appointment to the Allocation Panel. In the case of allied members and representatives of institutional investor organizations, the organization shall select a representative with at least 5 years of trading experience in listed equities and a senior position on the trading desk, and each may designate one alternate who meets the Panel qualifications, subject to approval by the Floor Directors. Term of service Panel members are appointed to serve a one-year term. They may serve a maximum of 6 consecutive one year terms. Once a panel member has served a total of two 4-month committee terms, the member is rotated off the panel at the next annual meeting of the Exchange. The panel members serve staggered terms so that every 2 months 4 or 5 members rotate from the committee. Once rotated off, the member is ineligible for appointment to the panel for one year. Governors are not subject to the two committee term restriction, but remain on the panel for as long as they are Governors. Senior Floor Officials and Executive Floor Officials are subject to annual reappointment, but are not subject to the two committee term restriction and are not limited to a maximum of six consecutive one year terms. IV. ALLOCATION CRITERIA Allocation decisions under this policy are based on the professional judgment of the Allocation Committee in applying specified criteria. In order to ensure that a single criterion is not afforded too great a weight in any allocation decision, and in order to ensure consistency in the allocation process, the Allocation Committee will base its decisions on the following: (i) results of the Specialist Performance Evaluation Questionnaire ("SPEQ") (to be given 25% weight); (ii) objective performance measures; and the committee's expert professional judgment in considering the SPEQ, objective measures of performance, and other criteria as enumerated below. Set forth below are the criteria, followed by an explanation of each:  SPEQ  Objective performance measures  Professional judgment  Listing company input  Allocations received  Capital deficiency, disciplinary actions, justifiable complaints  Foreign listing considerations Specialist Performance Evaluation Questionnaire The SPEQ includes several facets. Professional judgment determines the relative weight of the various aspects listed below: (a) ratings in the current quarter, particularly relative to other applicants; (b) improved ratings; (c) ratings over time (e.g., 4 quarters), to consider possible aberrations in ratings; (d) the strengths of the individual specialist designated by the unit to handle the stock, relative to the strengths of the specialists designated by other applicants, as indicated by SPEQ comments that frequently refer to performance of individuals; (e) ratings and written comments on specific specialist functions in relation to particular characteristics of the new listing; and (f) written SPEQ comments as to the performance of the entire unit. Objective measures of performance The objective performance measures include TTV, stabilization, capital utilization, near neighbor analysis and such other measures as may be adopted. Objective measures in Rule 103A include: (a) timeliness of regular openings; (b) promptness in seeking Floor official approval of a nonregulatory delayed opening; (c) timeliness of DOT turnaround; and (d) response to administrative messages. The objective measures are reported to the Allocation Committee as a "pass" or "fail" as specified in Rule 103A. Specialist dealer performance is measured in terms of participation (TTV); stabilization; capital utilization, which is the degree to which the specialist unit uses its own capital in relation to the total dollar value of trading in the units stocks; and near neighbor analysis, which is a measure of specialist performance and market quality comparing performance in a stock to performance of stocks that have similar market characteristics. The Allocation Committee receives the most recent data available and historical data with respect to each applicant's performance in relation to other units evaluated during the same time period. The Allocation Committee is informed if an applicant has been subject to a performance improvement action in the most recent four quarters. Although stocks are allocated to units, as noted above, the committee may give consideration to the person who will serve as the specialist. Therefore, it is important that the application accurately represent the unit's plans as to the individual who will handle the stock. Professional judgment The expert, professional judgment of the members of the Allocation Committee is crucial to the allocation decisionmaking process. Decisions are based on professional judgment, rather than mathematical calculation. Each committee member evaluates the data and determines how the specified criteria should be applied in each allocation, based on his or her expertise and experience from the viewpoint of his or her role in the Exchange community. In addition to the SPEQ and the objective performance measures described above, the committee also considers listing company input, allocations received, capital and disciplinary and cautionary data, as detailed below. Listing Company Input Listing on the New York Stock Exchange is a significant development for a company, and the assignment of a specialist through the allocation process is an important step. The Exchange's Allocation Policy is intended to provide listing companies with a choice of alternatives as to how their specialist unit may be selected. The listing company may choose to have its specialist unit selected by the Allocation Committee, in accordance with the criteria specified in the Allocation Policy, and the exercise of the Committee's expert professional judgment. Alternatively, the listing company may choose to become more directly involved in the selection process. In that case, the company may request that the Allocation Committee select specialist units that would be appropriate to trade the company's stock, with the company then making the final selection from among the group of units as chosen by the Allocation Committee. Such a group shall consist of three, four, or five units, selected by the Committee as demonstrably deemed to be the most qualified to receive such allocation from among the units that apply, based upon the criteria set forth in this policy, and shall include or exclude units as set forth in this policy. If three units are selected, the Allocation Committee may select an alternate to be among the group of units that a company may interview in the event a unit is eliminated. A unit chosen as an alternate will be informed of its status as such. These procedures shall apply to the allocation of a newly-listing company, as well as the reallocation of an already listed company. Specialist Unit Selected by Allocation Committee. If the listing company so chooses, the Allocation Committee shall select the specialist unit to be allocated the company's stock based on the Committee's expert assessment of the type of specialist unit that would be most appropriate for the company, and the Committee's professional evaluation of performance data and other relevant information as specified in the Allocation Policy. The listing company may submit a letter to the Allocation Committee which focuses on describing the characteristics of the listing company (e.g., history of and background about the company and its industry; how the company historically has funded its operations; characteristics of its shareholder base and any unusual trading patterns that may result therefrom; and any public information regarding the companys plans for the future) which it believes would be appropriate for the Allocation Committee and the unit that would be selected to trade its stock to know. The letter may also include the companys views on being traded by units which are experienced in trading companies in its industry or country. The listing company may not, however, identify any particular specialist unit in its letter, or specify characteristics of a specialist unit so unique as to be applicable only to a readily identifiable specialist unit. Specialist Unit Selected by Listing Company. If the listing company so chooses, it may request that the Allocation Committee select specialist units that would be appropriate to trade the company's stock, with the company then making the final selection. If the listing company chooses this alternative, the company may either make no communication to the Allocation Committee, or it may submit a letter to the Committee which focuses on describing the characteristics of the listing company (e.g., history of and background about the company and its industry; how the company historically has funded its operations; characteristics of its shareholder base and any unusual trading patterns that may result therefrom; and any public information regarding the companys plans for the future) which the company believes would be appropriate for the Committee and the units to be selected by the Committee to know. The letter may also include the companys views on being traded by units which are experienced in trading companies in its industry or country. The listing company may not, however, identify any particular specialist unit in its letter, or specify characteristics of a specialist unit so unique as to be applicable only to a readily identifiable specialist unit. In any case where a listing company believes that a particular specialist unit has been instrumental in helping it reach a decision to list on the Exchange, the listing company may communicate this fact in a separate letter to the Allocation Committee. Such separate letter may mention only one specialist unit. Such separate letter shall not be made available to specialist unit applicants for the listing companys stock. The Allocation Committee shall include the specialist unit named in such separate letter in the group of units selected to meet with the listing company, unless such specialist unit is precluded under this policy from applying to be allocated a stock. Meetings Between Listing Company and Specialist Units. By the close of business on the last Exchange business day of the week in which the selection of a group of specialist units as described above takes place (unless the Exchange has determined to permit a longer time period in a particular case), the listing company shall meet with representatives of each of the specialist units. Meetings shall normally be held at the Exchange, unless the Exchange has agreed that they may be held elsewhere. At least one representative of the listing company must be a senior official of the rank of Corporate Secretary or above of that company. In the case of the listing of a structured product, a senior officer of the issuer may be present in lieu of the Corporate Secretary. No more than three representatives of each specialist unit may participate in the meeting, each of whom must be employees of the specialist unit, and one of whom must be the individual who is proposed to trade the company's stock. Teleconference meetings will be permitted at the request of non-U.S. listing companies, or for U.S. listing companies in compelling circumstances and with the approval of the Exchange. Listing Company's Selection of Specialist Unit. As soon as practicable following its meeting with representatives of the specialist units, the listing company shall select its specialist unit in writing, signed by a senior official of the rank of Corporate Secretary or higher, or in the case of a structured product listing, a senior officer of the issuer, duly authorized to so act on behalf of the company. If a listing company meets with any of its specialist units on the last Exchange business day of the week, it shall make its decision on that day. The Allocation Committee shall then confirm the allocation of the stock to that unit, at which time the stock shall be deemed to have been so allocated. Allocation Applications. In their applications for the allocation of a listing company's stock, specialist units must describe all pertinent factors as to why they believe they should be allocated the stock. At a minimum, such factors should include how the unit will allocate resources (staff and/or capital) to accommodate this new issue and what new resources, if any, will the unit need to acquire to service this stock; identity and experience of the individual proposed to trade the stock, with a description of other securities traded by that individual; and a discussion of why that individual is appropriate to trade the listing company's stock. If the listing company has submitted a letter to the Allocation Committee as permitted herein, a copy of such letter shall be made available to all specialist units. In their applications to be allocated the stock of such company, specialist units shall be expected to indicate how they meet any characteristics described in the companys letter. If, within six months of the date a newly-listed company begins trading on the Exchange (or a company which has been reallocated begins trading with its new unit), the specialist unit determines that the individual specialist who trades the companys stock should be an individual other than the one named in the allocation application, the specialist unit shall so inform the Allocation Committee, in writing, and disclose its reasons therefor. These letters shall be maintained in the permanent records of the Committee. Contact between listing companies and specialist units. Specialist units must describe in their applications to be allocated the stock of a listing company any contacts they, or any individual acting on their behalf, have had with any employee of that company, or any individual acting on behalf of that company with regard to its prospective listing on the Exchange, within six months prior to the earlier of the date that written notice is given that the listing company filed its listing application with the Exchange or the date that allocation applications are solicited with respect to that company. Specialist units or any individual acting on their behalf may not have any contact with a listing company from the earlier of the time that written notice is given that the listing company filed its listing application with the Exchange; or the time that the allocation applications are solicited with reference to that company. (Information about the listing company is distributed to specialists on the stock data sheet by the Exchange.) Once a specialist unit is selected to be in the group of units chosen by the Allocation Committee, it may provide material to the Exchange which will be given to the listing company on the day of the scheduled interview. Such material shall be given to the Exchange no later than two hours before the scheduled interview with the listing company. Such material must be limited to information pertaining to the specialist unit, and may not contain information that refers to another specialist unit or units, except overall floorwide statistics. Any material pertaining to the specialist units performance as a specialist may not be provided on Exchange documents but may be supplied on the specialist units own letterhead. At an interview with a listing company, a specialist unit may not supply information concerning another specialist unit or units either orally or in writing, except it may refer to overall floorwide statistics. Information concerning the specialist unit contained in Exchange documents may be provided either orally or in writing on the specialists own letterhead. Following its interview, a specialist unit may not have any contact with a listing company. If a listing company has a follow-up question regarding any specialist unit(s) it interviewed, it must be conveyed to the Exchange. The Exchange will contact the unit(s) to which the question pertains and will provide any available information received from the unit(s) to the listing company. Allocations received The committee is provided information on allocations received by each unit in the preceding year and the current year, the number of applicants for those stocks allocated in the past and the number of stocks lost through corporate mergers, delistings or other such events over which the specialist has no control. While a recent allocation does not preclude a unit from being awarded a subsequent new listing, the committee considers such factors in comparing similarly qualified applicants. Capital deficiency information The committee is informed of any applicant that is in capital violation, or is potentially in violation, based on a current check of estimated capital data (conducted between the application deadline and the date of the allocation meeting). A unit with a capital deficiency will be informed in advance of the meeting and may provide information for the committee explaining the circumstances of the unit's capital situation. The unit's capital history will also be provided (frequency of past violations and borderline situations). Disciplinary and cautionary data The committee is informed of disciplinary and cautionary actions, as described below. Cautionary letters and summary fines regarding market maintenance are reported for 12 months beginning at the time of issuance. All other cautionary letters and summary fines are reported for 6 months beginning at the time of issuance. The preceding parameters apply equally to disciplinary or cautionary actions that result from a justifiable complaint (public or institutional complaint received via correspondence). The committee is informed of significant pending enforcement matters. The investigations are included in an allocation file when the commencement of an enforcement action is authorized. If formal disciplinary action is ultimately taken, the item would remain in the file for 12 months after a Hearing Panel decision is final. Foreign listing considerations The special characteristics of foreign issues often require the specialist to commit extra resources in order to be a presence in the foreign market. Therefore, in allocating a foreign issue, the committee also considers a specialist applicant's commitment to establish and maintain relationships with arbitrage houses and foreign brokerage firms, and to gain familiarity with various aspects of trading securities of foreign issuers. V. POLICY NOTES Spin-offs and listing of related companies If a listing company is a spin-off of or a company related to a listed company, the listing company may choose to stay with the specialist unit registered in the related listed company or be referred to the Allocation Committee. If the matter is referred to the Allocation Committee, all specialists are invited to apply. Information about the relationship to a listed company and the name of the specialist involved, is included on the stock data sheet inviting specialist applications. The same information is provided to the committee for consideration in its deliberations regarding the allocation of the new listing. If the listing company chooses to have its specialist unit selected by the Allocation Committee in accordance with the procedures set forth herein for a newly-listing company, the Allocation Committee shall honor the companys request not to be allocated to the specialist unit that traded the related listed company. Alternatively, if the listing company chooses to select its specialist unit from among a group of units selected by the Allocation Committee, the Allocation Committee shall honor the listing companys request to include or exclude from the group the specialist unit that traded the related listed company. Relistings Relistings are treated as new listings, with allocation open to all units. Information about the prior listing and the name of the specialist involved, is included on the stock data sheet inviting specialist applications. The same information is provided to the committee for consideration in their deliberations regarding the allocation of the new listing. While committee members use their own judgment to determine what consideration, if any, should be given to that information, a relisting company's request not to be allocated to its former specialist unit will be honored. Common Stock listing after Preferred Stock When a company applies to list an issue of common stock after having listed a preferred issue, the common stock is referred to the Allocation Committee, with allocation open to all units. Information about the preferred stock and the name of the specialist involved, is included on the stock data sheet inviting specialist applications. The same information is provided to the committee for consideration in its deliberations regarding the allocation of the common listing. The company may choose to have its specialist unit selected by the Allocation Committee, or it may choose to select its specialist unit from among a group of units selected by the Allocation Committee. The specialist unit that trades the preferred stock must be included in such group of units. Listed Company Mergers When two NYSE listed companies merge, the merged entity is assigned to the specialist in the company that is determined to be the survivor-in-fact (dominant company). Where no surviving/dominant entity can be identified, the merged company may select one of the units trading the merging companies without the stock being referred to the Allocation Committee, or it may request that the matter be referred to the Allocation Committee. If the merging company chooses to have its specialist unit selected by the Allocation Committee, the company may not request that the Allocation Committee not allocate the stock to one of the specialist units trading the merging company. If the merging company chooses to select its specialist unit from among a group of units selected by the Allocation Committee, such group must include the specialist units of the merging companies and must include additional unit(s). The number of additional units must be consistent with the requirement that each such group consist of three to five units. The merging company may not request that any of the units trading the merging companies be excluded. In situations involving the merger of a listed company and an unlisted company, where the unlisted company is determined to be the survivor-in-fact, such company may choose to remain registered with the specialist unit that had traded the listed company entity in the merger, or it may request that the matter be referred to the Allocation Committee. In such a case, applications will be invited from all specialist units, If the unlisted company chooses to have its specialist unit selected by the Allocation Committee, the company may not request that the Allocation Committee not allocate the stock to the specialist unit that had traded the listed company. If the unlisted company chooses to select its specialist unit from among a group of units selected by the Allocation Committee, such group must include the specialist unit that had traded the listed company. The unlisted company may not request that the specialist unit that had traded the listed company be excluded. Target Stock. If a tracking (target) stock(s) is issued by a listed company, the listed company may choose to have its newly-issued tracking stock(s) stay with the specialist unit registered in the listed company that issued the tracking stock(s) or be referred to the Allocation Committee. If the matter is referred to the Allocation Committee, all specialists are invited to apply. Information about the relationship to a listed company and the name of the specialist involved, is included on the stock data sheet inviting specialist applications. The same information is provided to the committee for consideration in its deliberations regarding the allocation of the new listing. If the listed company chooses to have the specialist of the tracking stock(s) selected by the Allocation Committee in accordance with the procedures set forth herein for a newly-listing company, the Allocation Committee shall honor the listed companys request not to have this tracking stock allocated to the specialist unit that traded the listed company. Alternatively, if the listed company chooses to select the specialist unit of the tracking stock(s) from among a group of units selected by the Allocation Committee, the Allocation Committee shall honor the listed companys request to include or exclude from the group the specialist unit that traded the listed company. The specialist unit registered in such stock prior to a separate listing shall remain registered in such stock after its separate listing, unless the listing company requests that the matter be referred to the Allocation Committee. In such a case, applications will be invited from all specialist units, and the Allocation Committee shall honor the companys request not to be allocated to the specialist unit that had traded the target stock. Alternatively, if the listing company chooses to select the specialist unit of the separately listing stock from among a group of units selected by the Allocation Committee, the Allocation Committee shall honor the listing companys request to include or exclude from the group the specialist unit that had traded the target stock. Allocation Freeze Policy In the event that a specialist unit: (i) loses its registration in a specialty stock as a result of proceedings under Exchange Rules 103A, 475 or 476; or (ii) voluntarily withdraws its registration in a specialty stock as a result of possible proceedings under those rules, the unit will be ineligible to apply for future allocations for the six month period immediately following the reassignment of the security (Allocation Prohibition). Following the Allocation Prohibition, a second six month period will begin during which a specialist unit may apply for new listings, provided that the unit demonstrates to the Exchange relevant efforts taken to resolve the circumstances that triggered the Allocation Prohibition. The determination as to whether a unit may apply for new listings will be made by Exchange staff, in consultation with the Floor Directors. The factors the Exchange will consider will vary depending on the units particular situation, but may include one or more steps such as: - supplying additional manpower/experience; - changes in professional staff; - attaining appropriate dealer participation; - enhancing back-office staff; and - implementing more stringent supervision/new procedures. Allocation Sunset Policy Allocation decisions shall remain effective with respect to any initial public offering listing company which lists on the Exchange within three months of such decision. In situations in which the selected specialist unit merges or is involved in a combination within the three-month period, the company may choose whether to stay with the selected specialist unit, or be referred to allocation. If a listing company does not list within three months, the matter shall be referred again to the Allocation Committee, with applications invited from all units. Support of the allocation system The Allocation Committee views positively a specialist unit's applying for a broad range of issues. Criteria for applicants that are not currently specialists Since an entity seeking to enter the specialist business does not have a history directly comparable to that of existing units, the Allocation Committee considers the following criteria with respect to applicants that are not currently specialists. 1. Individuals proposed as specialists must have successfully completed the Exchange's specialist examination. 2. The proposed unit must demonstrate that it understands the specialist business, including the needs of brokers, their organizations, and their customers. 3. The proposed unit must demonstrate an ability and willingness to trade as necessary to maintain fair and orderly markets with depth and liquidity, and facilitate the execution of orders. a) The proposed unit should indicate the extent of its capital commitment to specializing over and above the minimum capital requirements. b) The proposed unit must have sufficient specialist and clerical support dedicated to maintaining and servicing the market in a specialty stock. c) If the proposed specialist unit or any of its participants is presently a specialist or market maker on any exchange, performance during the prior 12 months, as evidenced by available data maintained by such exchange which evaluates the quality of performance of the unit or its participants as a specialist or market maker on such exchange, will be considered by the Allocation Committee. 4. Other factors that will be considered by the Allocation Committee include any action taken or warning issued within the past 12 months by any regulatory or self-regulatory organization against the unit or any of its participants with respect to any capital or operational problem, or any regulatory or disciplinary matter. VI. PROCEDURES Applications Whenever a security is to be allocated to a specialist unit, all specialist units are invited to submit applications to the Exchange prior to the published deadline for the allocation of such security. The application of any specialist unit shall be in such form as shall be approved from time to time by the Exchange, but each applicant shall be free to submit in writing such additional information in support of its application as it may wish to bring to the attention of the Allocation Committee. Blanket applications All specialist units shall be deemed to have filed with the Exchange a blanket application pursuant to which the applicant agrees to accept the allocation of any security. Any security allocated to a specialist unit on the basis of its blanket application shall not be reflected in the records of the Exchange as a "security gained" nor shall it prejudice that unit's eligibility for future allocations. Decision making An allocation decision pursuant to this policy is made on the basis of the specified criteria, by a majority vote of the committee members present at the meeting and eligible to vote on such matter. Announcement Written notice of the name and post location of the successful applicant are made known to the members of the Exchange and to the issuer of the security allocated. Registration of Specialists Each member associated with the specialist unit to which any security is allocated who acts as a regular specialist in such security shall be registered as a specialist in such security pursuant to Rule 103. VII. EDUCATION Education of all participants is a key to ensuring continued quality and consistency in the allocation process. A summary of the education process follows: New panel members receive an orientation conducted by former Allocation Committee chairmen and staff, and serve as observers at meetings before their terms begin. A standardized agenda for educating Allocation Committee members will be made available. The new Allocation Committee chairman is elected two months in advance of his or her appointment to provide time to observe and learn from the existing chairman. The newly elected chairman also receives an orientation by former committee chairmen and the Quality of Markets Committee. A standardized agenda for educating new chairmen will be made available. Educational efforts regarding the allocation process are offered periodically for specialists as well as the general membership. EXCHANGE TRADED FUNDS Exchange-traded funds (ETFs) (as defined in paragraph 703.16 of the Listed Company Manual) admitted to trading on the Exchange on an unlisted trading privileges basis shall be allocated pursuant to this Policy rather than the Exchanges policy for allocating securities to be listed on the Exchange. ETFs shall be allocated by a special committee consisting of the President of the Exchange, four senior officers of the Exchange, the Chairman of the Allocation Committee, and the three most senior Floor broker members of the Allocation Committee. This committee shall solicit allocation applications from interested specialist units, and shall review the same performance and disciplinary material with respect to specialist unit applicants as would be reviewed by the Allocation Committee in allocating listed stocks. The committee shall reach its decisions by majority vote; specialist unit applicants may appear before the committee. Special Criteria In their allocation applications, specialist units must demonstrate: an understanding of the trading characteristics of ETFs; expertise in the trading of derivatively-priced instruments; ability and willingness to engage in hedging activity as appropriate; knowledge of other markets in which the ETF to be allocated trades; willingness to provide financial and other support to Exchange marketing and educational initiatives with respect to the ETF to be allocated. Allocation Freeze Policy The Allocation Freeze Policy as stated in the Allocation Policy for listed stocks shall apply. Prohibition on Functioning as Specialist in ETF and Specialist in any Component Security of the ETF No specialist member organization may apply to be allocated an ETF if it is registered as specialist in any security which is a component of the ETF. A specialist member organization which is registered as specialist in a component stock of an ETF may establish a separate member organization which may apply to be the specialist in an ETF. The approved persons of such ETF specialist member organization must obtain an exemption from specified specialist rules pursuant to Rule 98. If, subsequent to an ETF being allocated to a specialist member organization, a security in which the specialist member organization is registered as specialist becomes a component security of such ETF, the specialist organization must (i) withdraw its registration as specialist in the security which is a component of the ETF; (ii) withdraw its registration as specialist in the ETF; or (iii) establish a separate specialist member organization, which will be registered as specialist in the ETF and whose approved persons have received an exemption from specified specialist rules pursuant to Rule 98.  Allocation Policy and Procedures (Instructions) In connection with filing an original listing application, a determination must be made in advance by the company relating to the choice of allocation procedures. Listing companies have two options, either: 1) to have their specialist unit selected by the Allocation Committee according to existing allocation criteria, with company input permitted in the form of an optional generic letter; or 2) to make the final selection of a specialist unit from among three to five units selected by the Allocation Committee, with an optional generic letter also permitted. For additional information relating to each option, please refer to the attached pages. In both cases, regardless of which option is chosen, the company must submit a Statement of Understanding to the New York Stock Exchange that has been signed by the Chief Executive Officer (see form attached). If a company chooses option two, to make a specialist selection from among three to five units selected by the Allocation Committee, an Allocation Decision form must be signed and submitted to the New York Stock Exchange staff (i.e., New Business representative) once the determination has been made (see form attached). A company has the option of providing a letter to the New York Stock Exchange for distribution to all specialist firms in the posting process and finally to the Allocation Committee for further consideration in the Allocation meeting. The letter must be generic in format and should be seen as an opportunity to convey any particular broad criteria, characteristics or considerations of which the company would like the applying specialist firms and the Allocation Committee to be aware. This generic letter should not specifically mention any particular specialist firm or firms. A company choosing to submit a letter to the Allocation Committee and specialist community in connection with its listing should address the letter to: The Allocation Committee New York Stock Exchange Att: Committee Support 20 Broad Street, 24th Floor New York, NY 10005 The following language must be incorporated into the letter itself: We have been provided with a written copy of the New York Stock Exchange Allocation Policy and Procedures and understand the options presented therein. We understand that the selection of a specialist firm for our company (under option one) or the selection of a pool of three to five specialist firms from which we will choose one firm (under option two), is the responsibility of the Allocation Committee in accordance with the allocation criteria. We understand that our input through this letter is one factor among many taken into consideration by the Committee in making its determination. Should you have any questions regarding the Allocation Policy and Procedures, please discuss them further with your NYSE New Business Representative.  Statement of Understanding* Regarding NYSE Allocation Policy and Procedures In connection with our original listing application to the New York Stock Exchange, we acknowledge that we have been provided with a written copy of the NYSE Allocation Policy and Procedures. We have reviewed the policy and we understand the allocation options presented therein. Specialist Selection Option: In accordance with the New York Stock Exchange Allocation Policy and Procedures, the company has selected:  FORMCHECKBOX  Option 1 (please initial selection)  FORMTEXT       Allocation Committee assigns Specialist Unit to the company.  FORMCHECKBOX  Option 2  (please initial selection)  FORMTEXT       Allocation Committee selects a pool of three to five Specialist Units from which the company will interview and choose one Specialist Unit. The Company will  FORMCHECKBOX  / will not  FORMCHECKBOX  be providing a generic letter to be distributed to the Specialist Units and the Allocation Committee. The Company will  FORMCHECKBOX  / will not  FORMCHECKBOX  be providing a separate letter to the Allocation Committee naming a particular Specialist Unit that has been instrumental in helping it reach a decision to list of the Exchange.  FORMTEXT       Signature Date  FORMTEXT       Title  FORMTEXT       Company * The Statement of Understanding is to be submitted with the company s signed, original listing application.  Allocation Decision* In accordance with the NYSE Allocation Policy we have been presented with a pool of Specialist Organizations. We have interviewed representatives from each Specialist Unit and have selected  FORMTEXT       to maintain the market in our company s shares on the New York Stock Exchange.  FORMTEXT       Signature (Chief Executive Officer) Date  FORMTEXT       Title  FORMTEXT       Company * The Allocation Decision form is to be submitted to the New York Stock Exchange staff within 24 hours after Specialist Interviews have been completed. If a listing company meets with any of its specialist units on the last Exchange business day of the week, it shall make its decision no later than 2:30pm that day. If trading of the companys shares is to occur the same week as the Specialist Interviews, the company must submit this decision form on the day prior to trading, at the latest.  Listing Agreement Nothing in the following Agreement shall be so construed as to require the Corporation to do any acts in contravention of law or in violation of any rule or regulation of any public authority exercising jurisdiction over the Corporation.  FORMTEXT       (hereinafter called the  Corporation ), in consideration of the listing of the securities covered by this application, hereby agrees with the New York Stock Exchange (hereinafter called the Exchange), as follows: I. The Corporation will promptly notify the Exchange of any change in the general character or nature of its business. The Corporation will promptly notify the Exchange of any changes of officers or directors. The Corporation will promptly notify the Exchange in the event that it or any company controlled by it shall dispose of any property or of any stock interest in any of its subsidiary or controlled companies, if such disposal will materially affect the financial position of the Corporation or the nature or extent of its operations. The Corporation will promptly notify the Exchange of any change in, or removal of, collateral deposited under any mortgage or trust indenture, under which securities of the Corporation listed on the Exchange have been issued. The Corporation will: File with the Exchange four copies of all material mailed by the Corporation to its stockholders with respect to any amendment or proposed amendment to its Certificate of Incorporation. File with the Exchange a copy of any amendment to its Certificate of Incorporation, or resolutions of Directors in the nature of an amendment, certified by the Secretary of the state of incorporation, as soon as such amendment or resolution shall have been filed in the appropriate state office. File with the Exchange a copy of any amendment to its By Laws, certified by a duly authorized officer of the Corporation, as soon as such amendment shall have become effective. The Corporation will disclose in its annual report to shareholders, for the year covered by the report: The number of shares of its stock issuable under outstanding options at the beginning of the year; separate totals of changes in the number of shares of its stock under options resulting from issuance, exercise, expiration or cancellation of options; and the number of shares issuable under outstanding options at the close of the year. The number of unoptioned shares available at the beginning and at the close of the year for the granting of options under an option plan. Any changes in the exercise price of outstanding options, through cancellation and reissuance or otherwise, except price changes resulting from the normal operation of anti-dilution provisions of the options. The Corporation will report to the Exchange, within ten days after the close of a fiscal quarter, in the event any previously issued shares of any stock of the Corporation listed on the Exchange have been reacquired or disposed of, directly or indirectly, for the account of the Corporation during such fiscal quarter, such report showing separate totals for acquisitions and dispositions and the number of shares of such stock so held by it at the end of such quarter. The Corporation will promptly notify the Exchange of all facts relating to the purchase, direct or indirect, of any of its securities listed on the Exchange at a price in excess of the market price of such security prevailing on the Exchange at the time of such purchase. The Corporation will not select any of its securities listed on the Exchange for redemption otherwise than by lot or pro rata, and will not set a redemption date earlier than fifteen days after the date corporate action is taken to authorize the redemption.  The Corporation will promptly notify the Exchange of any corporate action which will result in the redemption, cancellation or retirement, in whole or in part, of any of its securities listed on the Exchange, and will notify the Exchange as soon as the Corporation has notice of any other action which will result in any such redemption, cancellation or retirement. The Corporation will promptly notify the Exchange of action taken to fix a stockholders record date, or to close the transfer books, for any purpose, and will take such action at such time as will permit giving the Exchange at least ten days notice in advance of such record date or closing of the books. In case the securities to be listed are in temporary form, the Corporation agrees to order permanent engraved securities within thirty days after the date of listing. The Corporation will furnish to the Exchange on demand such information concerning the Corporation as the Exchange may reasonable require. The Corporation will not make any change in the form or nature of any of its securities listed on the Exchange, nor in the rights or privileges of the holders thereof, without having given twenty days prior notice to the Exchange of the proposed change, and having made application for the listing of the securities as changed if the Exchange shall so require. The Corporation will make available to the Exchange, upon request, the names of member firms of the Exchange which are registered owners of stock of the Corporation listed on the Exchange if at any time the need for such stock for loaning purposes on the Exchange should develop and in addition, if found necessary, will use its best efforts with any known large holders to make reasonable amounts of such stock available for such purposes in accordance with the rules of the Exchange. The Corporation will promptly notify the Exchange of any diminution in the supply of stock available for the market occasioned by deposit of such stock under voting trust agreements or other deposit agreements, if knowledge of any such actual or proposed deposits should come to the official attention of the officers or directors of the Corporation. The Corporation will make application to the Exchange for the listing of additional amounts of securities listed on the Exchange sufficiently prior to the issuance thereof to permit action in due course upon such application. II The Corporation will publish at least once a year and submit to its stockholders at least fifteen days in advance of the annual meeting of such stockholders and not later than three months after the close of the last preceding fiscal year of the Corporation, a balance sheet as of the end of such fiscal year, and a surplus and income statement for such fiscal year of the Corporation as a separate corporate entity and of each corporation in which it holds, directly or indirectly, a majority of the equity stock; or in lieu thereof, eliminating all intercompany transactions, a consolidated balance sheet of the Corporation and its subsidiaries as of the end of its last previous fiscal year and a consolidated surplus statement and a consolidated income statement of the Corporation and its subsidiaries for such fiscal year. If any such consolidated statement shall exclude corporations, a majority of whose equity stock is owned directly or indirectly by the Corporation; (a) the caption of, or a note to, such statement will show the degree of consolidation; (b) the consolidated income account will reflect, either in a footnote or otherwise, the parent companys proportion of the sum of, or difference between, current earnings or losses and dividends of such unconsolidated subsidiaries for the period of the report; and (c) the consolidated balance sheet will reflect, either in a footnote or otherwise, the extent to which the equity of the parent company in such subsidiaries has been increased or diminished since the date of acquisition as a result of profits, losses and distributions. Appropriate reserves, in accordance with good accounting practice, will be made against profits arising out of all transactions with unconsolidated subsidiaries in either parent company statements or consolidated statements. Such statements will reflect the existence of any default in interest, cumulative dividend requirements, sinking fund or redemption fund requirements of the Corporation and of any controlled corporation, whether consolidated or unconsolidated. All financial statements contained in annual reports of the Corporation to its stockholders will be audited by independent public accountants qualified under the laws of some state or country, and will be accompanied by a copy of the certificate made by such firm with respect to its audit of such statements showing the scope of such audit and the qualifications, if any, with respect thereto. The Corporation will promptly notify the Exchange if it changes its independent public accountants regularly auditing the books and accounts of the Corporation. All financial statements contained in annual reports of the Corporation to its stockholders shall be in the same form as the corresponding statements contained in the listing application in connection with which this Listing Agreement is made and shall disclose any substantial items of unusual or non-recurrent nature.  The Corporation will publish quarterly statements of earnings on the basis of the same degree of consolidation as in the annual report. Such statements will disclose any substantial items of unusual or non-recurrent nature and will show either net income before and after income taxes or net income and the amount of income taxes. The Corporation will not make, nor will it permit any subsidiary directly or indirectly controlled by it to make any, substantial charges against capital surplus, without notifying the Exchange. If so requested by the Exchange, the Corporation will submit such charges to stockholders for approval or ratification. The Corporation will not make any substantial change, nor will it permit any subsidiary directly or indirectly controlled by it to make any substantial change, in accounting methods, in policies as to depreciation and depletion, or in bases of valuation of inventories or other assets without notifying the Exchange and disclosing the effect of any such change in its next succeeding interim and annual report to its stockholders. The Corporation will maintain an audit committee in conformity with Exchange requirements (effective 6-30-78). III The Corporation will maintain transfer facilities where: All stock of the Corporation listed on the Exchange will be accepted for the purpose of transfer. All such stock which is convertible or called for redemption will be accepted for such conversion or redemption. All subscription rights issued to holders of listed stock of the Corporation will be accepted for transfer or payment and securities subscribed for will be deliverable; and where all other rights or benefits pertaining to ownership of listed stock of the Corporation, which may be issued, granted or allotted by the Corporation, shall be accepted for transfer, exercise, payment and delivery. All dividends declared on stock of the Corporation listed on the Exchange will be payable. If the transfer books for a security of the Corporation listed on the Exchange should be closed permanently, the Corporation will continue to split up certificates for such security into certificates of smaller denominations in the same name so long as such security continues to be dealt in on the Exchange. The Corporation must also maintain registrar facilities for all stock of the company listed on the Exchange. The registrar must be located in close proximity to the location at which the transfer of such securities is serviced directly. The Corporation will not appoint a transfer agent, registrar or fiscal agent of, nor a trustee under a mortgage or other instrument relating to, any security of the Corporation listed on the Exchange without prior notice to the Exchange, and the Corporation will not appoint a registrar for its stock listed on the Exchange unless such registrar, at the time of its appointment becoming effective, is qualified with the Exchange as a registrar for securities listed on the Exchange; nor will the Corporation select an officer or director of the corporation as a trustee under a mortgage or other instrument relating to a security of the Corporation listed on the Exchange. The Corporation will have on hand at all times a sufficient supply of certificates to meet the demands for transfer. If at any time the stock certificates of the Corporation do not recite the preferences of all classes of its stock, it will furnish to its stockholders, upon request and without charge, a printed copy of preferences of all classes of such stock. The Corporation will publish immediately to the holders of any of its securities listed on the Exchange any action taken by the Corporation with respect to dividends or to the allotment of rights to subscribe or to any rights or benefits pertaining to the ownership of its securities listed on the Exchange; and will give prompt notice to the Exchange of any such action; and will afford the holders of its securities listed on the Exchange a proper period within which to record their interests and to exercise their rights; and will issue all such rights or benefits in a form approved by the Exchange.  The Corporation will solicit proxies for all meetings of stockholders. The Corporation will issue new certificates for securities listed on the Exchange replacing lost ones forthwith upon notification of loss and receipt of proper indemnity. In the event of the issuance of any duplicate bond to replace a bond which has been alleged to be lost, stolen or destroyed and the subsequent appearance of the original bond in the hands of an innocent bondholder, either the original or the duplicate bond will be taken up and cancelled and the Corporation will deliver to such holder another bond therefore issued and outstanding. The Corporation will pay when due any applicable Listing Fees established from time to time by the Exchange. Date  FORMTEXT       By  FORMTEXT        Listing Fee Agreement Agreement made this  FORMTEXT       day of  FORMTEXT       20  FORMTEXT       by  FORMTEXT       , organized and existing under the laws of the State of  FORMTEXT       (hereinafter called the  Company ), with the New York Stock Exchange, Inc. (hereinafter called the  Exchange ). Witnesseth: 1. Whereas the Company has applied for the listing upon the Exchange of:  FORMTEXT       2. Whereas it is a condition precedent to the consideration of listing applications that this fee agreement be in effect between the Company and the Exchange covering the payment of initial and continuing annual fees. Now, therefore, in consideration of the Exchange receiving and considering the application for the listing of the aforementioned securities and subsequent applications, if any, for the listing of additional shares of such securities and/or other securities of the Company, the Company covenants and agrees to pay, when due, any applicable listing fees established from time to time by the Exchange. In witness whereof, the Company had caused these presents to be executed by its proper officers thereunto duly authorized and its corporate seal to be hereunto affixed, as of the day and year first above written. By  FORMTEXT       (Name and Title) Attest:  FORMTEXT       (Name and Title)  Stock Distribution Schedule Record Date  FORMTEXT       Company  FORMTEXT       Title of Stock Issue  FORMTEXT       Size of Holdings: Number of Holders Shares Held Total Shares  FORMTEXT       1  99  FORMTEXT        FORMTEXT       100  300  FORMTEXT        FORMTEXT       301  500  FORMTEXT        FORMTEXT       501  1,000  FORMTEXT        FORMTEXT       1,001 & up  FORMTEXT        FORMTEXT       Total  FORMTEXT       The ten largest holdings on the Record Date were as follows: 1.  FORMTEXT       Shares 7.  FORMTEXT       Shares 2.  FORMTEXT       Shares 8.  FORMTEXT       Shares 3.  FORMTEXT       Shares 9.  FORMTEXT       Shares 4.  FORMTEXT       Shares 10.  FORMTEXT       Shares 5.  FORMTEXT       Shares 6.  FORMTEXT       Shares Total  FORMTEXT       Shares Geographical Distribution Holders Shares Holders Shares Ala.  FORMTEXT        FORMTEXT       Neb.  FORMTEXT        FORMTEXT       Alas.  FORMTEXT        FORMTEXT       Nev.  FORMTEXT        FORMTEXT       Ariz.  FORMTEXT        FORMTEXT       N.H.  FORMTEXT        FORMTEXT       Ark.  FORMTEXT        FORMTEXT       N.J.  FORMTEXT        FORMTEXT       Cal.  FORMTEXT        FORMTEXT       N.M.  FORMTEXT        FORMTEXT       Colo.  FORMTEXT        FORMTEXT       N.Y.  FORMTEXT        FORMTEXT       Conn.  FORMTEXT        FORMTEXT       N.C.  FORMTEXT        FORMTEXT       Del.  FORMTEXT        FORMTEXT       N.D.  FORMTEXT        FORMTEXT       D.C.  FORMTEXT        FORMTEXT       Ohio  FORMTEXT        FORMTEXT       Fla.  FORMTEXT        FORMTEXT       Okla.  FORMTEXT        FORMTEXT       Ga.  FORMTEXT        FORMTEXT       Ore.  FORMTEXT        FORMTEXT       Hawaii  FORMTEXT        FORMTEXT       Pa.  FORMTEXT        FORMTEXT       Idaho  FORMTEXT        FORMTEXT       R.I.  FORMTEXT        FORMTEXT       Ill.  FORMTEXT        FORMTEXT       S.C.  FORMTEXT        FORMTEXT       Ind.  FORMTEXT        FORMTEXT       S.D.  FORMTEXT        FORMTEXT       Iowa  FORMTEXT        FORMTEXT       Tenn.  FORMTEXT        FORMTEXT       Kan.  FORMTEXT        FORMTEXT       Texas  FORMTEXT        FORMTEXT       Ky.  FORMTEXT        FORMTEXT       Utah  FORMTEXT        FORMTEXT       La.  FORMTEXT        FORMTEXT       Vt.  FORMTEXT        FORMTEXT       Me.  FORMTEXT        FORMTEXT       Va.  FORMTEXT        FORMTEXT       Md.  FORMTEXT        FORMTEXT       Wash.  FORMTEXT        FORMTEXT       Mass.  FORMTEXT        FORMTEXT       W.Va.  FORMTEXT        FORMTEXT       Mich.  FORMTEXT        FORMTEXT       Wisc.  FORMTEXT        FORMTEXT       Minn.  FORMTEXT        FORMTEXT       Wyo.  FORMTEXT        FORMTEXT       Miss.  FORMTEXT        FORMTEXT       Other.  FORMTEXT        FORMTEXT       Mo.  FORMTEXT        FORMTEXT       Mont.  FORMTEXT        FORMTEXT       Total  FORMTEXT        FORMTEXT       All stock is free for sale and is held under no syndicate, agreement or control. Transfer Agent  FORMTEXT       Certified Correct  FORMTEXT        Memorandum with Respect to Unpaid Dividends, Unsettled Rights and Record Dates Date:  FORMTEXT       Company:  FORMTEXT       Issue:  FORMTEXT       Have any dividends (cash or stock) been declared since the date of the last dividend mentioned in the listing application?  FORMTEXT       Are there any outstanding rights to subscribe or existing  when issued trading that are not mentioned in the listing application?  FORMTEXT       Is a record of stockholders to be taken in the near future for any purpose (e.g., stockholder meetings, consents, etc.)?  FORMTEXT       By  FORMTEXT       (Name and Title)  Sample Documentation Corporate Resolutions Opinion of Counsel (as warranted) Form 8-A / Form 20-F / Form 40-F Rule 315 Letter  Certificate of Secretary as to Adoption of Resolutions CERTIFICATE The undersigned hereby certifies that: He/she is now and at all time herein mentioned has been the duly elected, qualified and acting Secretary of (COMPANY NAME) , a duly organized and existing company, incorporated in (JURISDICTION OF INCORPORATION) , and in charge of the minute books and corporate records of said corporation. Attached hereto and marked Exhibit A is a true copy of resolutions duly adopted by the Board of Directors of said corporation on (DATE) ; and said resolutions have not been modified or rescinded and are at the date of this Certificate in full force and effect. IN WITNESS WHEREOF, the undersigned has executed this Certificate and affixed the corporate seal of said corporation on (DATE) . (SIGNATURE) (TITLE)  Corporate Resolutions Listing on the New York Stock Exchange WHEREAS, the Companys common stock, ______ par value (the Common Stock is currently listed and trading on the Over-the-Counter market or American Stock Exchange (OTC or AMEX); WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to list the Common Stock and cause it to be admitted to trading on the New York Stock Exchange (NYSE); NOW, THEREFORE, BE IT RESOLVED, that all officers of the Company be and each hereby is authorized and directed to take, or cause to be taken, all actions necessary or advisable to effect the listing and trading of the Common Stock on the NYSE, including the preparation, execution and filing of all necessary applications, documents, forms and agreements with the NYSE and the Securities and Exchange Commission (the SEC), the payment by the Company of filing, listing or application fees, the preparation of temporary and permanent certificates for the Common Stock, and the appearance of any such officer before NYSE officials; RESOLVED FURTHER, that, in order to avoid the direct and indirect costs and the division of the market resulting from dual listing on _____ and the NYSE, all officers of the Company be and each hereby is authorized and directed to take, or cause to be taken, all actions necessary or advisable to delist and suspend the trading of the Common Stock on _______ upon the admission of the Common Stock to trading on the NYSE, including the preparation, execution and delivery of application, documents, forms and agreements with ______ and the SEC. RESOLVED FURTHER, that the transfer agent and registrar for the Common Stock continue to be ____________________________________. RESOLVED FURTHER, that all officers of the Company be and each hereby is authorized from time to time to do, or cause to be done, all such other acts and things and to execute and deliver all such instruments and documents, as each such officer shall deem necessary or appropriate to cause the Company to become listed and admitted to trading on the NYSE and, upon such admission to trading, to cause the Company to be delisted on ______ and otherwise to carry out the purpose and intent of the foregoing resolutions. RESOLVED FURTHER, that all actions taken and expenses incurred by any officer or director heretofore in furtherance of any of the actions authorized by the foregoing resolutions hereby and expressly ratified, confirmed, adopted and approved.  Opinion of Counsel As counsel for (COMPANY NAME) , a company incorporated in (JURISDICTION OF INCORPORATION) (the Company), we have been requested to render this opinion in connection with the Companys application (the Application) for listing on the New York Stock Exchange, Inc. (the Exchange) of an aggregate of ______ shares of its Common Stock, $_____ par value (the Common Stock) as follows: _________ shares of Common Stock (the Outstanding Shares) currently issued and outstanding; _________ shares of Common Stock (the Treasury Shares) held in treasury; _________ shares of Common Stock (the Conversion Shares) reserved for issuance upon conversion of the Companys $_____ aggregate principal amount of _____% Convertible Subordinated Debentures due ____ (the Debentures); _________ shares of Common Stock (the (Year) Warrant Shares) reserved for issuance upon the exercise of the (Year) Warrants (as such term is defined in the Companys Registration Statement on Form S-2 (No. ____) filed with the Securities and Exchange Commission under the Securities Act of 1933 (the Registration Statement); _________ shares of Common Stock (the (Year) Warrant Shares) reserved for issuance upon the exercise of the (Year) Warrants (as such term is defined in the Companys Registration Statement); _________ shares of Common Stock (the Incentive Option Shares) reserved for issuance upon the exercise of options granted and to be granted pursuant to the Companys Incentive Stock Option Plan (the Incentive Plan); and _________ shares of Common Stock (the (Year) Option Shares) reserved for issuance upon the exercise of options to be granted pursuant to the Companys (Year) Stock Option Plan (the (Year) Plan). We have examined and are familiar with the Application and related listing forms filed by the Company with the Exchange in connection with the Application. We also have examined (a) copies, certified to our satisfaction to be complete and accurate, of the Certificate of Incorporation and the By-laws of the Company, both as amended to date, records of proceedings of the Board of Directors and stockholders of the Company, agreements and corporate records relating to the transactions whereby the Outstanding Shares were issued, the Registration Statement, the Companys Registration Statement on Form S-1 (No. ___) relating to the (Year) Warrant Shares, the Incentive Plan, the (Year) Plan, and (b) original certificates of Public officials. In addition, we have made such investigations and have reviewed such other documents as we have deemed necessary or appropriate under the circumstances. With respect to all of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity of originals of all documents submitted to us as certified or reproduced copies. Based upon the foregoing, we are of the opinion that: The Company is a corporation duly organized, validly existing and in good standing under the laws of (Country of Incorporation). All the Outstanding Shares and Treasury Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Conversion Shares have been duly authorized and, when and to the extent issued upon conversion of the Debentures, will be validly issued, fully paid and non-assessable.  Opinion of Counsel (cont.) The (Year) Warrant Shares have been duly authorized and, when and to the extent issued upon exercise of the (Year) Warrants or (Year) Warrants, as the case may be, will be validly issued, fully paid and non-assessable. The Incentive Option shares and the (Year) Option Shares have been duly authorized and, when and to the extent issued upon exercise of options granted and to be granted pursuant to the Incentive Plan or (Year) Plan, as the case may be, will be validly issued, fully paid and non-assessable. Under the laws of (Country of Incorporation), stockholders of the Company have no personal liability for the debts or obligations of the Company as a result of their status as stockholders. Of the _______ shares of Common Stock issued and outstanding, ________ shares are currently restricted and were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933 (the Act). The issuance of the ________ (Year) Warrant Shares issuable upon the exercise of the (Year) Warrants is registered under the Act. The issuance of the ______ shares of Common Stock issuable upon the exercise of options granted or to be granted pursuant to the Incentive Plan is registered under the Act. We have been advised by the Company that the issuance of the ______ shares of Common Stock issuable upon the exercise of the (Year) Warrants will be registered under the Act prior to the date such (Year) Warrants become exercisable. We have been advised by the Company that the issuance of the ______ shares of Common Stock issuable upon the exercise of options to be granted pursuant to the (Year) Plan will be registered under the Act prior to the date any of such options become exercisable. The issuance of the _____ shares of Common Stock issuable upon the conversion of the Debentures is exempt from registration pursuant to Section 3(a)(9) of the Act. We are members of the Bar of the State of _______ and do not hold ourselves out as being experts on laws other than the laws of the United States of America, the Country of (Headquarters) and the General Corporation Law of (Country of Incorporation). We note that __________________, a member of this firm, is a Director and the Secretary of the Company and ________________________ and ________________________, members of this firm, are Assistant Secretaries of the Company.   VIA FEDERAL EXPRESS Filing Officer Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 RE: Form 8-A / Form 20-F / Form 40-F Registration of Common Stock, $1 Par Value Pursuant to Section (12b) Gentlemen: Enclosed please find the following: Eight (8) copies of Form 8-A / Form 20-F / Form 40-F, one copy of which is manually signed and seven copies of which are conformed. Certified check in the amount of $________ in payment of the registration fee. Copy of this letter for filing stamp (along with a self-addressed stamped envelope). In addition, please consider this a request for acceleration. It is my understanding that the registration will not be effective until the Commission has been notified by the New York Stock Exchange that securities have been approved by the Exchange for listing and registration. We presently expect that to occur on . Please feel free to contact me at with any questions. Thank you. Sincerely, cc: New York Stock Exchange (one manually signed copy)  FORM 8-A (Sample for NYSE Listing) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PUSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 .. (Exact name of registrant as specified in its charter) .. (Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) .. (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to be so registeredName of each exchange on which each class is to be registered Ordinary Shares, nominal value ( ) per share . New York Stock Exchange, Inc.* American Depositary Shares (as evidenced by ) American Depositary Receipt representing ( ) Ordinary Shares New York Stock Exchange, Inc. * Application to be made for listing, not for trading, in connection with the registration of American Depositary Shares. Securities to be registered pursuant to Section 12(g) of the Act: None  Information Required in Registration Statement Item 1. Description of Registrants Securities to be Registered Furnish the information required by Item 202 of Regulation S-K or Item 202 of Regulation S-B, as applicable. Instruction If a description of the securities comparable to that required here is contained in any prior filing with the Commission, such description may be incorporated by reference to such other filing in answer to this item. If such description will be included in a form of prospectus subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act, this registration statement shall state that such prospectus shall be deemed to be incorporated by reference into the registration statement. 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. Item 2. Exhibits. List below all exhibits filed as a part of the registration statement: Instruction See the instructions as to exhibits, set forth below. Signature Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. (Registrant) .. Date ... By .. *Print the name and title of the signing officer under his signature.  Instructions as to Exhibits If the securities to be registered on this form are to be registered on an exchange on which other securities of the registrant are registered or are to be registered pursuant to Section 12(g) of the Act, copies of all constituent instruments defining the rights of the holders of each class of such securities, including any contracts or other documents that limit or qualify the rights of such holder, shall be filed as exhibits with each copy of the registration statement filed with the Commission or with an exchange, subject to Rule 12b-32 regarding incorporation of exhibits by reference. Copies of the last annual report filed pursuant to section 13 or 15(d) of the Act or, if no such report has yet been filed, copies of the latest registration statement filed pursuant to Section 12(b) or (g) of the Act, or pursuant to the Securities Act of 1933. Copies of all current, quarterly or semi-annual reports filed pursuant to Section 13 or 15(d) of the Act since the end of the fiscal year covered by the annual report filed pursuant to Instruction II.1 above, or if none, since the effective date of the latest registration statement so filed. Copies of the latest definitive proxy statement or information statement, if any, filed with the Commission pursuant to Section 14 of the Act. Copies of the charter and bylaws, or instruments corresponding thereto, and copies of any other documents defining the rights of holders of the securities to be registered. Specimens or copies of each security to be registered hereunder. Copies of the last annual report submitted to stockholders by the registrant or its predecessors. Such annual report shall not be deemed to be filed with the exchange or otherwise subject to the liabilities of Section 18 of the Act, except to the extent that it may already be subject thereto.   [Letterhead of Company Counsel] Date New York Stock Exchange New Listings and Client Service 20 Broad Street 17th floor New York, New York 10005 Dear Mr./Ms. [I am] [We are] Counsel to [insert name of Company] (the Company). In connection with the Companys listing on the New York Stock Exchange, [I] [We] hereby confirm that to the Company's knowledge, no officer, board member, or non-institutional shareholder with greater than 10% ownership of the company has been convicted of a felony or misdemeanor relating to financial issues (e.g., embezzlement, fraud, theft) in the past ten years. The term officer in the foregoing sentence is used as such term is defined by the Securities and Exchange Commission in Rule 16a-1(f) under the Securities Exchange Act of 1934, or any successor rule. Sincerely,  Executive InformationIn order to ensure the accuracy of our records, please complete this form in a typed format and submit along with your listing application. Your cooperation in notifying the NYSE of any future officer or address changes is requested. Company Name:  FORMTEXT       Company Address:  FORMTEXT       City, State & Postal Code:  FORMTEXT       Main Phone #:  FORMTEXT       Toll Free #:  FORMTEXT       Main Fax #:  FORMTEXT       WebSite:  FORMTEXT       Chairman Name:  FORMTEXT       Preferred Salutation:  FORMTEXT       Title (if different):  FORMTEXT       Telephone #:  FORMTEXT       Mailing Address:  FORMTEXT       Fax #:  FORMTEXT        FORMTEXT       E-Mail Address:  FORMTEXT       Chief Executive Officer Name:  FORMTEXT       Preferred Salutation:  FORMTEXT       Title (if different):  FORMTEXT       Telephone #:  FORMTEXT       Mailing Address:  FORMTEXT       Fax #:  FORMTEXT        FORMTEXT       E-Mail Address:  FORMTEXT       Chief Financial Officer Name:  FORMTEXT       Preferred Salutation:  FORMTEXT       Title (if different):  FORMTEXT       Telephone #:  FORMTEXT       Mailing Address:  FORMTEXT       Fax #:  FORMTEXT        FORMTEXT       E-Mail Address:  FORMTEXT       Corporate Secretary Name:  FORMTEXT       Preferred Salutation:  FORMTEXT       Title (if different):  FORMTEXT       Telephone #:  FORMTEXT       Mailing Address:  FORMTEXT       Fax #:  FORMTEXT        FORMTEXT       E-Mail Address:  FORMTEXT       Investor Relations Contact Name:  FORMTEXT       Preferred Salutation:  FORMTEXT       Title (if different):  FORMTEXT       Telephone #:  FORMTEXT       Mailing Address:  FORMTEXT       Fax #:  FORMTEXT        FORMTEXT       E-Mail Address:  FORMTEXT            CV'A[r ?! 6 w R Z 6 > W <MaP,z"2=>?Ǵǩ jCJOJQJUmHnHu5B*OJQJph%jB*OJQJUmHnHphuB*OJQJph6CJOJQJ5CJOJQJ5B*OJQJphCJ CJOJQJjUmHnHu;"#XYU V . / $ h@ ^a$$ & F h@ a$$ h@ ^`a$ $$d Na$ $&d Pa$$a$Tnv/ w   W $s%67$ v8@ 8^8`a$$ h@ ^`a$$ *8@ 8^8`a$ *$ & F h@ a$`aOP$ ha$$ & Fa$ $ ha$ $ & F a$$ h@ ^a$$ h@ h^h`a$ $$d Na$ $&d Pa$  $x^mn:;<?@AB^_`