or information statement relating to the election of directors, each
nominee for director, that is independent under the independence
standards applicable to the small business issuer under paragraph
(a)(1) of this Item. In addition, if such independence standards
contain independence requirements for committees of the board of
directors, identify each director that is a member of the compensation,
nominating or audit committee that is not independent under such
committee independence standards. If the small business issuer does not
have a separately designated audit, nominating or compensation
committee or committee performing similar functions, the small business
issuer must provide the disclosure of directors that are not
independent with respect to all members of the board of directors
applying such committee independence standards.
    (1) In determining whether or not the director or nominee for
director is independent for the purposes of paragraph (a) of this Item,
the small business issuer shall use the applicable definition of
independence, as follows:
    (i) If the small business issuer is a listed issuer whose
securities are listed on a national securities exchange or in an inter-
dealer quotation system which has requirements that a majority of the
board of directors be independent, the small business issuer's
definition of independence that it uses for determining if a majority
of the board of directors is independent in compliance with the listing
standards applicable to the small business issuer. When determining
whether the members of a committee of the board of directors are
independent, the small business issuer's definition of independence
that it uses for determining if the members of that specific committee
are independent in compliance with the independence standards
applicable for the members of the specific committee in the listing
standards of the national securities exchange or inter-dealer quotation
system that the small business issuer uses for determining if a
majority of the board of directors are independent. If the small
business issuer does not have independence standards for a committee,
the independence standards for that specific committee in the listing
standards of the national securities exchange or inter-dealer quotation
system that the small business issuer uses for determining if a
majority of the board of directors are independent.
    (ii) If the small business issuer is not a listed issuer, a
definition of independence of a national securities exchange or of a
national securities association which has requirements that a majority
of the board of directors be independent, and state which definition is
used. Whatever such definition the small business issuer chooses, it
must use the same definition with respect to all directors and nominees
for director. When determining whether the members of a specific
committee of the board of directors are independent, if the national
securities exchange or national securities association whose standards
are used has independence standards for the member of a specific
committee, use those committee specific standards.

    (iii) If the information called for by paragraph (a) of this item
is being presented in a registration statement on Form S-1 (Sec.
239.11 of this chapter) or Form SB-2 (Sec.  239.10 of this chapter)
under the Securities Act or on a Form 10 or Form 10-SB (Sec.  249.210
or Sec.  249.210b of this chapter) under the Exchange Act where the
small business issuer has applied for listing with a national
securities exchange or in an inter-dealer quotation system which has
requirements that a majority of the board of directors be independent,
the definition of independence that the small business issuer uses for
determining if a majority of the board of directors is independent, and
the definition of independence that the small business issuer uses for
determining if members of the specific committee of the board of
directors are independent, that is in compliance with the independence
listing standards of the national securities exchange or inter-dealer
quotation system on which it has applied for listing, or if the small
business issuer has not adopted such definitions, the independence
standards for determining if the majority of the board of directors is
independent and if members of the committee of the board of directors
are independent of that national securities exchange or inter-dealer
quotation system.
    (2) If the small business issuer uses its own definitions for
determining whether its directors and nominees for director, and
members of specific committees of the board of directors, are
independent, disclose whether these definitions are available to
security holders on the small business issuer's Web site. If so,
provide the small business issuer's Web site address. If not, include a
copy of these policies in an appendix to the small business issuer's
proxy statement that is provided to security holders at least once
every three fiscal years or if the policies have been materially
amended since the beginning of the small business issuer's last fiscal
year. If a current copy of the policies is not available to security
holders on the small business issuer's Web site, and is not included as
an appendix to the small business issuer's proxy statement, identify
the most recent fiscal years in which the policies were so included in
satisfaction of this requirement.
    (3) For each director and nominee for director that is identified
as independent, describe any transactions, relationships or
arrangements not disclosed pursuant to Item 404(a) (Sec.  228.404(a))
that were considered by the board of directors under the applicable
independence definitions in determining that the director is
independent.

    Instruction to Item 407(a). No information called for by
paragraph (a) of this Item need be given in a registration statement
filed at a time when the small business issuer is not subject to the
reporting requirements of sections 13(a) or 15(d) of the Exchange
Act (15 U.S.C. 78m(a), or 78o(d)) respecting any director who is no
longer a director at the time of effectiveness of the registration
statement.

    (b) Board meetings and committees. (1) State the total number of
meetings of the board of directors (including regularly scheduled and
special meetings) which were held during the last full fiscal year.
Name each incumbent director who during the last full fiscal year
attended fewer than 75 percent of the aggregate of:
    (i) The total number of meetings of the board of directors (held
during the period for which he has been a director); and
    (ii) The total number of meetings held by all committees of the
board on which he served (during the periods that he served).
    (2) Describe the small business issuer's policy, if any, with
regard to board members' attendance at annual meetings of security
holders and state the number of board members who attended the prior
year's annual meeting.

    Instruction to Item 407(b)(2). In lieu of providing the
information required by paragraph (b)(2) of this Item in the proxy
statement, the small business issuer may instead provide the small
business issuer's Web site address where such information appears.

    (3) State whether or not the small business issuer has standing
audit, nominating and compensation committees of the board of
directors, or committees performing similar functions. If the small
business issuer has such committees, however designated, identify each
committee member, state the number of committee meetings held by each
such committee during the last fiscal year and describe briefly the
functions performed by each such committee. Such disclosure need not be
provided to the extent it is duplicative of disclosure provided in
accordance with paragraph (d)(4) of this Item.
    (c) Nominating committee. (1) If the small business issuer does not
have a standing nominating committee or committee performing similar
functions, state the basis for the view of the board of directors that
it is appropriate for the small business issuer not to have such a
committee and identify each director who participates in the
consideration of director nominees.
    (2) Provide the following information regarding the small business
issuer's director nomination process:
    (i) State whether or not the nominating committee has a charter. If
the nominating committee has a charter, provide the disclosure required
by Instruction 2 to this Item regarding the nominating committee
charter;
    (ii) If the nominating committee has a policy with regard to the
consideration of any director candidates recommended by security
holders, provide a description of the material elements of that policy,
which shall include, but need not be limited to, a statement as to
whether the committee will consider director candidates recommended by
security holders;
    (iii) If the nominating committee does not have a policy with
regard to the consideration of any director candidates recommended by
security holders, state that fact and state the basis for the view of
the board of directors that it is appropriate for the small business
issuer not to have such a policy;
    (iv) If the nominating committee will consider candidates
recommended by security holders, describe the procedures to be followed
by security holders in submitting such recommendations;
    (v) Describe any specific minimum qualifications that the
nominating committee believes must be met by a nominating committee-
recommended nominee for a position on the small business issuer's board
of directors, and describe any specific qualities or skills that the
nominating committee believes are necessary for one or more of the
small business issuer's directors to possess;
    (vi) Describe the nominating committee's process for identifying
and evaluating nominees for director, including nominees recommended by
security holders, and any differences in the manner in which the
nominating committee evaluates nominees for director based on whether
the nominee is recommended by a security holder;
    (vii) With regard to each nominee approved by the nominating
committee for inclusion on the small business issuer's proxy card
(other than nominees who are executive officers or who are directors
standing for re-election), state which one or more of the following
categories of persons or entities recommended that nominee: security
holder, non-management director, chief executive officer, other
executive officer, third-party search firm, or other specified source;

    (viii) If the small business issuer pays a fee to any third party
or parties to identify or evaluate or assist in identifying or
evaluating potential nominees, disclose the function performed by each
such third party; and
    (ix) If the small business issuer's nominating committee received,
by a date not later than the 120th calendar day before the date of the
small business issuer's proxy statement released to security holders in
connection with the previous year's annual meeting, a recommended
nominee from a security holder that beneficially owned more than 5% of
the small business issuer's voting common stock for at least one year
as of the date the recommendation was made, or from a group of security
holders that beneficially owned, in the aggregate, more than 5% of the
small business issuer's voting common stock, with each of the
securities used to calculate that ownership held for at least one year
as of the date the recommendation was made, identify the candidate and
the security holder or security holder group that recommended the
candidate and disclose whether the nominating committee chose to
nominate the candidate, provided, however, that no such identification
or disclosure is required without the written consent of both the
security holder or security holder group and the candidate to be so
identified.

    Instructions to Item 407(c)(2)(ix). 1. For purposes of paragraph
(c)(2)(ix) of this Item, the percentage of securities held by a
nominating security holder may be determined using information set
forth in the small business issuer's most recent quarterly or annual
report, and any current report subsequent thereto, filed with the
Commission pursuant to the Exchange Act, unless the party relying on
such report knows or has reason to believe that the information
contained therein is inaccurate.
    2. For purposes of the small business issuer's obligation to
provide the disclosure specified in paragraph (c)(2)(ix) of this
Item, where the date of the annual meeting has been changed by more
than 30 days from the date of the previous year's meeting, the
obligation under that Item will arise where the small business
issuer receives the security holder recommendation a reasonable time
before the small business issuer begins to print and mail its proxy
materials.
    3. For purposes of paragraph (c)(2)(ix) of this Item, the
percentage of securities held by a recommending security holder, as
well as the holding period of those securities, may be determined by
the small business issuer if the security holder is the registered
holder of the securities. If the security holder is not the
registered owner of the securities, he or she can submit one of the
following to the small business issuer to evidence the required
ownership percentage and holding period:
    a. A written statement from the ``record'' holder of the
securities (usually a broker or bank) verifying that, at the time
the security holder made the recommendation, he or she had held the
required securities for at least one year; or
    b. If the security holder has filed a Schedule 13D (Sec.
240.13d-101 of this chapter), Schedule 13G (Sec.  240.13d-102 of
this chapter), Form 3 (Sec.  249.103 of this chapter), Form 4 (Sec.
249.104 of this chapter), and/or Form 5 (Sec.  249.105 of this
chapter), or amendments to those documents or updated forms,
reflecting ownership of the securities as of or before the date of
the recommendation, a copy of the schedule and/or form, and any
subsequent amendments reporting a change in ownership level, as well
as a written statement that the security holder continuously held
the securities for the one-year period as of the date of the
recommendation.
    4. For purposes of the small business issuer's obligation to
provide the disclosure specified in paragraph (c)(2)(ix) of this
Item, the security holder or group must have provided to the small
business issuer, at the time of the recommendation, the written
consent of all parties to be identified and, where the security
holder or group members are not registered holders, proof that the
security holder or group satisfied the required ownership percentage
and holding period as of the date of the recommendation.
    Instruction to Item 407(c)(2). For purposes of paragraph (c)(2)
of this Item, the term ``nominating committee'' refers not only to
nominating committees and committees performing similar functions,
but also to groups of directors fulfilling the role of a nominating
committee, including the entire board of directors.

    (3) Describe any material changes to the procedures by which
security holders may recommend nominees to the small business issuer's
board of directors, where those changes were implemented after the
small business issuer last provided disclosure in response to the
requirements of paragraph (c)(2)(iv) of this Item, or paragraph (c)(3)
of this Item.

    Instructions to Item 407(c)(3). 1. The disclosure required in
paragraph (c)(3) of this Item need only be provided in a small
business issuer's quarterly or annual reports.
    2. For purposes of paragraph (c)(3) of this Item, adoption of
procedures by which security holders may recommend nominees to the
small business issuer's board of directors, where the small business
issuer's most recent disclosure in response to the requirements of
paragraph (c)(2)(iv) of this Item, or paragraph (c)(3) of this Item,
indicated that the small business issuer did not have in place such
procedures, will constitute a material change.

    (d) Audit committee. (1) State whether or not the audit committee
has a charter. If the audit committee has a charter, provide the
disclosure required by Instruction 2 to this Item regarding the audit
committee charter.
    (2) If a listed issuer's board of directors determines, in
accordance with the listing standards applicable to the issuer, to
appoint a director to the audit committee who is not independent (apart
from the requirements in Sec.  240.10A-3 of this chapter), including as
a result of exceptional or limited or similar circumstances, disclose
the nature of the relationship that makes that individual not
independent and the reasons for the board of directors' determination.
    (3)(i) The audit committee must state whether:
    (A) The audit committee has reviewed and discussed the audited
financial statements with management;
    (B) The audit committee has discussed with the independent auditors
the matters required to be discussed by the statement on Auditing
Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU
section 380), as adopted by the Public Company Accounting Oversight
Board in Rule 3200T;
    (C) The audit committee has received the written disclosures and
the letter from the independent accountants required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees), as adopted by
the Public Company Accounting Oversight Board in Rule 3600T, and has
discussed with the independent accountant the independent accountant's
independence; and
    (D) Based on the review and discussions referred to in paragraphs
(d)(3)(i)(A) through (d)(3)(i)(C) of this Item, the audit committee
recommended to the board of directors that the audited financial
statements be included in the small business issuer's Annual Report on
Form 10-K (17 CFR 249.310) for the last fiscal year for filing with the
Commission.
    (ii) The name of each member of the company's audit committee (or,
in the absence of an audit committee, the board committee performing
equivalent functions or the entire board of directors) must appear
below the disclosure required by paragraph (d)(3)(i) of this Item.
    (4)(i) If you meet the following requirements, provide the
disclosure in paragraph (d)(4)(ii) of this Item:
    (A) You are a listed issuer, as defined in Sec.  240.10A-3 of this
chapter;
    (B) You are filing either an annual report on Form 10-K or 10-KSB
(17 CFR 249.310 or 17 CFR 249.310b), or a proxy statement or
information statement pursuant to the Exchange Act (15 U.S.C. 78a et
seq.) if action is to be

taken with respect to the election of directors; and
    (C) You are neither:
    (1) A subsidiary of another listed issuer that is relying on the
exemption in Sec.  240.10A-3(c)(2) of this chapter; nor
    (2) Relying on any of the exemptions in Sec.  240.10A-3(c)(4)
through (c)(7) of this chapter.
    (ii)(A) State whether or not the small business issuer has a
separately-designated standing audit committee established in
accordance with section 3(a)(58)(A) of the Exchange Act (15 U.S.C.
78c(a)(58)(A)), or a committee performing similar functions. If the
small business issuer has such a committee, however designated,
identify each committee member. If the entire board of directors is
acting as the small business issuer's audit committee as specified in
section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so
state.
    (B) If applicable, provide the disclosure required by Sec.
240.10A-3(d) of this chapter regarding an exemption from the listing
standards for audit committees.
    (5) Audit committee financial expert. (i)(A) Disclose that the
small business issuer's board of directors has determined that the
small business issuer either:
    (1) Has at least one audit committee financial expert serving on
its audit committee; or
    (2) Does not have an audit committee financial expert serving on
its audit committee.
    (B) If the small business issuer provides the disclosure required
by paragraph (d)(5)(i)(A)(1) of this Item, it must disclose the name of
the audit committee financial expert and whether that person is
independent, as independence for audit committee members is defined in
the listing standards applicable to the listed issuer.
    (C) If the small business issuer provides the disclosure required
by paragraph (d)(5)(i)(A)(2) of this Item, it must explain why it does
not have an audit committee financial expert.

    Instruction to Item 407(d)(5)(i). If the small business issuer's
board of directors has determined that the small business issuer has
more than one audit committee financial expert serving on its audit
committee, the small business issuer may, but is not required to,
disclose the names of those additional persons. A small business
issuer choosing to identify such persons must indicate whether they
are independent pursuant to paragraph (d)(5)(i)(B) of this Item.

    (ii) For purposes of this Item, an audit committee financial expert
means a person who has the following attributes:
    (A) An understanding of generally accepted accounting principles
and financial statements;
    (B) The ability to assess the general application of such
principles in connection with the accounting for estimates, accruals
and reserves;
    (C) Experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by
the small business issuer's financial statements, or experience
actively supervising one or more persons engaged in such activities;
    (D) An understanding of internal control over financial reporting;
and
    (E) An understanding of audit committee functions.
    (iii) A person shall have acquired such attributes through:
    (A) Education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or auditor
or experience in one or more positions that involve the performance of
similar functions;
    (B) Experience actively supervising a principal financial officer,
principal accounting officer, controller, public accountant, auditor or
person performing similar functions;
    (C) Experience overseeing or assessing the performance of companies
or public accountants with respect to the preparation, auditing or
evaluation of financial statements; or
    (D) Other relevant experience.
    (iv) Safe harbor.
    (A) A person who is determined to be an audit committee financial
expert will not be deemed an expert for any purpose, including without
limitation for purposes of section 11 of the Securities Act (15 U.S.C.
77k), as a result of being designated or identified as an audit
committee financial expert pursuant to this Item 407.
    (B) The designation or identification of a person as an audit
committee financial expert pursuant to this Item does not impose on
such person any duties, obligations or liability that are greater than
the duties, obligations and liability imposed on such person as a
member of the audit committee and board of directors in the absence of
such designation or identification.
    (C) The designation or identification of a person as an audit
committee financial expert pursuant to this Item does not affect the
duties, obligations or liability of any other member of the audit
committee or board of directors.

    Instructions to Item 407(d)(5). 1. The disclosure under
paragraph (d)(5) of this Item is required only in a small business
issuer's annual report. The small business issuer need not provide
the disclosure required by paragraph (d)(5) of this Item in a proxy
or information statement unless that small business issuer is
electing to incorporate this information by reference from the proxy
or information statement into its annual report pursuant to General
Instruction E(3) to Form 10-KSB (17 CFR 249.310b).
    2. If a person qualifies as an audit committee financial expert
by means of having held a position described in paragraph
(d)(5)(iii)(D) of this Item, the small business issuer shall provide
a brief listing of that person's relevant experience. Such
disclosure may be made by reference to disclosures required under
Item 401(a)(4) (Sec.  228.401(a)(4)).
    3. In the case of a foreign private issuer with a two-tier board
of directors, for purposes of paragraph (d)(5) of this Item, the
term board of directors means the supervisory or non-management
board. Also, in the case of a foreign private issuer, the term
generally accepted accounting principles in paragraph (d)(5)(ii)(A)
of this Item means the body of generally accepted accounting
principles used by that issuer in its primary financial statements
filed with the Commission.
    4. Following the effective date of the first registration
statement filed under the Securities Act (15 U.S.C. 77a et seq.) or
Exchange Act (15 U.S.C. 78a et seq.) by a small business issuer, the
small business issuer or successor issuer need not make the
disclosures required by this Item in its first annual report filed
pursuant to section 13(a) or 15(d) (15 U.S.C. 78m(a) or 78o(d)) of
the Exchange Act after effectiveness.
    Instructions to Item 407(d). 1. The information required by
paragraphs (d)(1)-(3) of this Item shall not be deemed to be
``soliciting material,'' or to be ``filed'' with the Commission or
subject to Regulation 14A or 14C (17 CFR 240.14a-1 through 240.14b-2
or 240.14c-1 through 240.14c-101), other than as provided in this
Item, or to the liabilities of section 18 of the Exchange Act (15
U.S.C. 78r), except to the extent that the small business issuer
specifically requests that the information be treated as soliciting
material or specifically incorporates it by reference into a
document filed under the Securities Act or the Exchange Act. Such
information will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except to
the extent that the small business issuer specifically incorporates
it by reference.
    2. The disclosure required by paragraphs (d)(1)-(3) of this Item
need only be provided one time during any fiscal year.
    3. The disclosure required by paragraph (d)(3) of this Item need
not be provided in any filings other than a small business issuer's
proxy or information statement relating to an annual meeting of
security holders at which directors are to be elected (or special
meeting or written consents in lieu of such meeting).

    (e) Compensation committee. (1) If the small business issuer does
not have a standing compensation committee or

committee performing similar functions, state the basis for the view of
the board of directors that it is appropriate for the small business
issuer not to have such a committee and identify each director who
participates in the consideration of executive officer and director
compensation.
    (2) State whether or not the compensation committee has a charter.
If the compensation committee has a charter, provide the disclosure
required by Instruction 2 to this Item regarding the compensation
committee charter.
    (3) Provide a narrative description of the small business issuer's
processes and procedures for the consideration and determination of
executive and director compensation, including:
    (i)(A) The scope of authority of each of the compensation committee
(or persons performing the equivalent functions); and
    (B) The extent to which the compensation committee (or persons
performing the equivalent functions) may delegate any authority
described in paragraph (e)(3)(i)(A) of this Item to other persons,
specifying what authority may be so delegated and to whom;
    (ii) Any role of executive officers in determining or recommending
the amount or form of executive and director compensation; and
    (iii) Any role of compensation consultants in determining or
recommending the amount or form of executive and director compensation,
identifying such consultants, stating whether such consultants are
engaged directly by the compensation committee (or persons performing
the equivalent functions) or any other person, describing the nature
and scope of their assignment, the material elements of the
instructions or directions given to the consultants with respect to the
performance of their duties under the engagement and identifying the
executive officer within the small business issuer the consultants
contacted in carrying out their assignment.
    (f) Shareholder communications and annual meeting attendance. (1)
State whether or not the small business issuer's board of directors
provides a process for security holders to send communications to the
board of directors and, if the small business issuer does not have such
a process for security holders to send communications to the board of
directors, state the basis for the view of the board of directors that
it is appropriate for the small business issuer not to have such a
process.
    (2) If the small business issuer has a process for security holders
to send communications to the board of directors:
    (i) Describe the manner in which security holders can send
communications to the board and, if applicable, to specified individual
directors; and
    (ii) If all security holder communications are not sent directly to
board members, describe the small business issuer's process for
determining which communications will be relayed to board members.

    Instructions to Item 407(f). 1. In lieu of providing the
information required by paragraph (f)(2) of this Item in the proxy
statement, the small business issuer may instead provide the small
business issuer's Web site address where such information appears.
    2. For purposes of the disclosure required by paragraph
(f)(2)(ii) of this Item, a small business issuer's process for
collecting and organizing security holder communications, as well as
similar or related activities, need not be disclosed provided that
the small business issuer's process is approved by a majority of the
independent directors.
    3. For purposes of this paragraph, communications from an
officer or director of the small business issuer will not be viewed
as ``security holder communications.'' Communications from an
employee or agent of the small business issuer will be viewed as
``security holder communications'' for purposes of this paragraph
only if those communications are made solely in such employee's or
agent's capacity as a security holder.
    4. For purposes of this paragraph, security holder proposals
submitted pursuant to Sec.  240.14a-8 of this chapter, and
communications made in connection with such proposals, will not be
viewed as ``security holder communications.''
    Instructions to Item 407. 1. For purposes of this Item:
    a. Listed issuer means a listed issuer as defined in Sec.
240.10A-3 of this chapter;
    b. National securities exchange means a national securities
exchange registered pursuant to section 6(a) of the Exchange Act (15
U.S.C. 78f(a));
    c. Inter-dealer quotation system means an automated inter-dealer
quotation system of a national securities association registered
pursuant to section 15A(a) of the Exchange Act (15 U.S.C. 78o-3(a));
and
    d. National securities association means a national securities
association registered pursuant to section 15A(a) of the Exchange
Act (15 U.S.C. 78o-3(a)) that has been approved by the Commission
(as that definition may be modified or supplemented).
    2. With respect to paragraphs (c)(2)(i), (d)(1) and (e)(2) of
this Item, disclose whether a current copy of the applicable
committee charter is available to security holders on the small
business issuer's Web site, and if so, provide the small business
issuer's Web site address. If a current copy of the charter is not
available to security holders on the small business issuer's Web
site, include a copy of the charter in an appendix to the small
business issuer's proxy statement that is provided to security
holders at least once every three fiscal years, or if the charter
has been materially amended since the beginning of the small
business issuer's last fiscal year. If a current copy of the charter
is not available to security holders on the small business issuer's
Web site, and is not included as an appendix to the small business
issuer's proxy statement, identify in which of the prior fiscal
years the charter was so included in satisfaction of this
requirement.

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K

    9. The authority citation for part 229 continues to read in part as
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll,
78mm, 79e, 79j, 79n, 79t, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; and 18
U.S.C. 1350, unless otherwise noted.

    10. Amend Sec.  229.201 by revising Instruction 2 to paragraph (d)
to read as follows:

Sec.  229.201  (Item 201) Market price of and dividends on the
registrant's common equity and related stockholder matters.

* * * * *
    Instructions to paragraph (d). 1. * * *
    2. For purposes of this paragraph, an ``individual compensation
arrangement'' includes, but is not limited to, the following: a
written compensation contract within the meaning of ``employee
benefit plan'' under Sec.  230.405 of this chapter and a plan
(whether or not set forth in any formal document) applicable to one
person as provided under Item 402(a)(6)(ii) of Regulation S-K (Sec.
229.402(a)(6)(ii)).
* * * * *

Sec.  229.306  [Removed and reserved]

    11. Remove and reserve Sec.  229.306.
    12. Amend Sec.  229.401 by removing paragraphs (h), (i) and (j) and
by revising paragraph (g)(1) to read as follows:

Sec.  229.401  (Item 401) Directors, executive officers, promoters and
control persons.

* * * * *
    (g) Promoters and control persons. (1) Registrants, which have not
been subject to the reporting requirements of section 13(a) or 15(d) of
the Exchange Act (15 U.S.C. 78m(a), 78o(d)) for the twelve months
immediately prior to the filing of the registration statement, report,
or statement to which this Item is

applicable, and which had a promoter at any time during the past five
fiscal years, shall describe with respect to any promoter, any of the
events enumerated in paragraphs (f)(1) through (f)(6) of this Item that
occurred during the past five years and that are material to a voting
or investment decision.
* * * * *
    13. Revise Sec.  229.402 to read as follows:

Sec.  229.402  (Item 402) Executive compensation.

    (a) General. (1) Treatment of foreign private issuers. A foreign
private issuer will be deemed to comply with this Item if it provides
the information required by Items 6.B and 6.E.2 of Form 20-F (17 CFR
249.220f), with more detailed information provided if otherwise made
publicly available or required to be disclosed by the issuer's home
jurisdiction or a market in which its securities are listed or traded.
    (2) All compensation covered. This Item requires clear, concise and
understandable disclosure of all plan and non-plan compensation awarded
to, earned by, or paid to the named executive officers designated under
paragraph (a)(3) of this Item, and directors covered by paragraph (l)
of this Item, by any person for all services rendered in all capacities
to the registrant and its subsidiaries, unless otherwise specifically
excluded from disclosure in this Item. All such compensation shall be
reported pursuant to this Item, even if also called for by another
requirement, including transactions between the registrant and a third
party where a purpose of the transaction is to furnish compensation to
any such named executive officer or director. No amount reported as
compensation for one fiscal year need be reported in the same manner as
compensation for a subsequent fiscal year; amounts reported as
compensation for one fiscal year may be required to be reported in a
different manner pursuant to this Item.
    (3) Persons covered. Disclosure shall be provided pursuant to this
Item for each of the following (the ``named executive officers''):
    (i) All individuals serving as the registrant's principal executive
officer or acting in a similar capacity during the last completed
fiscal year (``PEO''), regardless of compensation level;
    (ii) All individuals serving as the registrant's principal
financial officer or acting in a similar capacity during the last
completed fiscal year (``PFO''), regardless of compensation level;
    (iii) The registrant's three most highly compensated executive
officers other than the PEO and PFO who were serving as executive
officers at the end of the last completed fiscal year; and
    (iv) Up to two additional individuals for whom disclosure would
have been provided pursuant to paragraph (a)(3)(iii) of this Item but
for the fact that the individual was not serving as an executive
officer of the registrant at the end of the last completed fiscal year.

    Instructions to Item 402(a)(3). 1. Determination of most highly
compensated executive officers. The determination as to which
executive officers are most highly compensated shall be made by
reference to total compensation for the last completed fiscal year
(as required to be disclosed pursuant to paragraph (c)(2)(iii) of
this Item), provided, however, that no disclosure need be provided
for any executive officer, other than the PEO and PFO, whose total
compensation does not exceed $100,000.
    2. Inclusion of executive officer of subsidiary. It may be
appropriate for a registrant to include as named executive officers
one or more executive officers of subsidiaries in the disclosure
required by this Item. See Rule 3b-7 under the Exchange Act (17 CFR
240.3b-7).
    3. Exclusion of executive officer due to overseas compensation.
It may be appropriate in limited circumstances for a registrant not
to include in the disclosure required by this Item an individual,
other than its PEO or PFO, who is one of the registrant's most
highly compensated executive officers due to the payment of amounts
of cash compensation relating to overseas assignments attributed
predominantly to such assignments.

    (4) Information for full fiscal year. If the PEO or PFO served in
that capacity during any part of a fiscal year with respect to which
information is required, information should be provided as to all of
his or her compensation for the full fiscal year. If a named executive
officer (other than the PEO or PFO) served as an executive officer of
the registrant (whether or not in the same position) during any part of
the fiscal year with respect to which information is required,
information shall be provided as to all compensation of that individual
for the full fiscal year.
    (5) Omission of table or column. A table or column may be omitted,
if there has been no compensation awarded to, earned by, or paid to any
of the named executive officers required to be reported in that table
or column in any fiscal year covered by that table.
    (6) Definitions. For purposes of this Item:
    (i) The term stock appreciation rights (``SARs'') refers to SARs
payable in cash or stock, including SARs payable in cash or stock at
the election of the registrant or a named executive officer.
    (ii) The term plan includes, but is not limited to, the following:
Any plan, contract, authorization or arrangement, whether or not set
forth in any formal documents, pursuant to which cash, securities,
similar instruments, or any other property may be received. A plan may
be applicable to one person. Registrants may omit information regarding
group life, health, hospitalization, or medical reimbursement plans
that do not discriminate in scope, terms or operation, in favor of
executive officers or directors of the registrant and that are
available generally to all salaried employees.
    (iii) The term incentive plan means any plan providing compensation
intended to serve as incentive for performance to occur over a
specified period, whether such performance is measured by reference to
financial performance of the registrant or an affiliate, the
registrant's stock price, or any other performance measure. A non-stock
incentive plan is an incentive plan or portion of an incentive plan
where the relevant performance measure is not based on the price of the
registrant's equity securities or the award does not permit settlement
by issuance of registrant equity securities. The term incentive plan
award means an award provided under an incentive plan.
    (b) Compensation discussion and analysis. (1) Discuss the
compensation awarded to, earned by, or paid to the named executive
officers. The discussion shall explain all elements of the registrant's
compensation of the named executive officers. The discussion shall
describe the following:
    (i) The objectives of the registrant's compensation programs;
    (ii) What the compensation program is designed to reward and not
reward;
    (iii) Each element of compensation;
    (iv) Why the registrant chooses to pay each element;
    (v) How the registrant determines the amount (and, where
applicable, the formula) for each element to pay; and
    (vi) How each compensation element and the registrant's decisions
regarding that element fit into the registrant's overall compensation
objectives and affect decisions regarding other elements.
    (2) While the material information to be disclosed under
Compensation Discussion and Analysis will vary depending upon the facts
and circumstances, examples of such information may include, in a given
case, among other things, the following:
    (i) The policies for allocating between long-term and currently
paid out compensation;
    (ii) The policies for allocating between cash and non-cash

compensation, and among different forms of non-cash compensation;
    (iii) For long-term compensation, the basis for allocating
compensation to each different form of award (such as relationship of
the award to the achievement of the registrant's long-term goals,
management's exposure to downside equity performance risk, correlation
between cost to registrant and expected benefits to the registrant);
    (iv) For equity-based compensation, how the determination is made
as to when awards are granted;
    (v) What specific items of corporate performance are taken into
account in setting compensation policies and making compensation
decisions;
    (vi) How specific forms of compensation are structured to reflect
the named executive officer's individual performance and/or individual
contribution to these items of the registrant's performance, describing
the elements of individual performance and/or contribution that are
taken into account;
    (vii) How specific forms of compensation are structured to reflect
these items of the registrant's performance, including whether
discretion can be exercised (either to award compensation absent
attainment of the relevant performance goal(s) or to reduce or increase
the size of an award);
    (viii) The factors considered in decisions to increase or decrease
compensation materially;
    (ix) How compensation or amounts realizable from prior compensation
(e.g., gains from prior option or stock awards) are considered in
setting other elements of compensation (e.g., how gains from prior
option or stock awards are considered in setting retirement benefits);
    (x) The impact of the accounting and tax treatments of the
particular form of compensation;
    (xi) The registrant's equity or other security ownership
requirements or guidelines (specifying applicable amounts and forms of
ownership), and any registrant policies regarding hedging the economic
risk of such ownership;
    (xii) Whether the registrant engaged in any benchmarking of total
compensation, or any material element of compensation, identifying the
benchmark and, if applicable, its components (including component
companies); and
    (xiii) The role of executive officers in determining executive
compensation.

    Instructions to Item 402(b). 1. The purpose of the Compensation
Discussion and Analysis is to provide to investors material
information that is necessary to an understanding of the
registrant's compensation policies and decisions regarding the named
executive officers.
    2. The Compensation Discussion and Analysis should be of the
information contained in the tables and otherwise disclosed pursuant
to this Item.
    3. The Compensation Discussion and Analysis should focus on the
material principles underlying the registrant's executive
compensation policies and decisions and the most important factors
relevant to analysis of those policies and decisions, and shall not
use boilerplate language or repeat the more detailed information set
forth in the tables and narrative disclosures that follow.
    4. Registrants are not required to disclose target levels with
respect to specific quantitative or qualitative performance-related
factors considered by the compensation committee or the board of
directors, or any factors or criteria involving confidential
commercial or business information, the disclosure of which would
have an adverse effect on the registrant.
    (c) Summary compensation table. (1) General. Provide the
information specified in paragraph (c)(2) of this Item, concerning the
compensation of the named executive officers for each of the
registrant's last three completed fiscal years, in a Summary
Compensation Table in the tabular format specified below.

                                                               Summary Compensation Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Non-stock
                                                                                incentive     All other
         Name and principal  position               Year      Total ($)    Salary ($)   Bonus ($)      Stock        Option        plan      compensation
                                                                                awards ($)   awards ($)  compensation       ($)
                                                                                ($)
(a)                                                     (b)          (c)          (d)          (e)          (f)          (g)           (h)           (i)
-----------------------------------------------
PEO...........................................           --
                                                         --
                                                         --
PFO...........................................           --
                                                         --
                                                         --
A.............................................           --
                                                         --
                                                         --
B.............................................           --
                                                         --
                                                         --
C.............................................           --
                                                         --
                                                         --
--------------------------------------------------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name and principal position of the named executive officer
(column (a));
    (ii) The fiscal year covered (column (b));
    (iii) The dollar value of total compensation for the covered fiscal
year (column (c)). With respect to each named executive officer,
disclose the sum of all amounts reported in columns (d) through (i);
    (iv) The dollar value of base salary (cash and non-cash) earned by
the named executive officer during the fiscal year covered (column
(d));
    (v) The dollar value of bonus (cash and non-cash) earned by the
named executive officer during the fiscal year covered (column (e));

    Instructions to Item 402(c)(2)(iv) and (v). 1. If the amount of
salary or bonus earned in a given fiscal year is not calculable
through the latest practicable date, a footnote shall be included
disclosing that the amount of salary or bonus is not calculable
through the latest practicable date and providing the date that

the amount of salary or bonus is expected to be determined, and such
amount must be disclosed in a filing under Item 5.02(e) of Form 8-K
(17 CFR 249.308).
    2. Registrants need not include in the salary column (column
(d)) or bonus column (column (e)) any amount of salary or bonus
forgone at the election of a named executive officer pursuant to a
registrant's program under which stock, stock-based or other forms
of non-cash compensation may be received by a named executive
officer instead of a portion of annual compensation earned in a
covered fiscal year. However, the receipt of any such form of non-
cash compensation instead of salary or bonus earned for a covered
fiscal year must be disclosed in the appropriate column of the
Summary Compensation Table corresponding to that fiscal year (e.g.,
stock awards (column (f)); option awards (column (g)); all other
compensation (column (i)); or if made pursuant to a non-stock
incentive plan and therefore not reportable at grant in the Summary
Compensation Table, a footnote must be added to the salary or bonus
column so disclosing and referring to the Grants of Performance-
Based Awards Table (required by paragraph (d) of this Item) where
the award is reported.

    (vi) For awards of stock, including restricted stock, restricted
stock units, phantom stock, phantom stock units, common stock
equivalent units and other similar instruments that do not have option-
like features, the aggregate grant date fair value computed in
accordance with Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment (``FAS 123R''), as modified or supplemented, applying the same
valuation model and assumptions as the registrant applies for financial
statement reporting purposes, and all earnings on any outstanding
awards (column (f));
    (vii) For awards of stock options, with or without tandem SARs,
freestanding SARs and other similar instruments with option-like
features (including awards that subsequently have been transferred),
the aggregate grant date fair value computed in accordance with FAS
123R applying the same valuation model and assumptions as the
registrant applies for financial statement reporting purposes, and all
earnings on any outstanding awards (column (g));

    Instructions to Item 402(c)(2)(vi) and (vii). 1. For awards
reported in columns (f) and (g), include a footnote disclosing all
assumptions made in the valuation, by reference to a discussion of
those assumptions in the registrant's financial statements,
footnotes to the financial statements, or discussion in the
Management's Discussion and Analysis. The sections so referenced are
deemed part of the disclosure provided pursuant to this Item.
    2. If at any time during the last completed fiscal year, the
registrant has adjusted or amended the exercise price of stock
options or SARs previously awarded to a named executive officer,
whether through amendment, cancellation or replacement grants, or
any other means (``repriced''), or otherwise has materially modified
such awards, the registrant shall include, as awards required to be
reported in column (g), the total fair value of options or SARs as
so repriced or modified, measured as of the repricing or
modification date.
    3. All earnings on outstanding awards must be identified and
quantified in a footnote to column (f) or (g), as applicable,
whether the earnings were paid during the fiscal year, payable
during the period but deferred, or payable by their terms at a later
date.

    (viii) The dollar value of all earnings for services performed
during the fiscal year pursuant to awards under non-stock incentive
plans as defined in paragraph (a)(6)(iii) of this Item, and all
earnings on any outstanding awards (column (h)); and

    Instructions to Item 402(c)(2)(viii). 1. If the relevant
performance measure is satisfied during the fiscal year (including
for a single year in a plan with a multi-year performance measure),
the earnings are reportable for that fiscal year, even if not
payable until a later date, and are not reportable again in the
fiscal year when amounts are paid to the named executive officer.
    2. All earnings on non-stock incentive plan compensation must be
identified and quantified in a footnote to column (h), whether the
earnings were paid during the fiscal year, payable during the period
but deferred at the election of the named executive officer, or
payable by their terms at a later date.

    (ix) All other compensation for the covered fiscal year that the
registrant could not properly report in any other column of the Summary
Compensation Table (column (i)). Each compensation item that is not
properly reportable in columns (d)-(h) must be reported in this column
and must be identified and quantified in a footnote if the amount of
the item exceeds $10,000 (or in the case of any perquisite or personal
benefit, must be identified unless the aggregate value of perquisites
and personal benefits is less than $10,000, and must be quantified if
it is valued at the greater of $25,000 or 10% of total perquisites and
other personal benefits as specified in Instruction 3 to this
paragraph). Such compensation must include, but is not limited to:
    (A) Perquisites and other personal benefits, or property, unless
the aggregate amount of such compensation is less than $10,000;
    (B) All earnings on compensation that is deferred on a basis that
is not tax-qualified, including such earnings on non-qualified defined
contribution plans;
    (C) All ``gross-ups'' or other amounts reimbursed during the fiscal
year for the payment of taxes;
    (D) For any security of the registrant or its subsidiaries
purchased from the registrant or its subsidiaries (through deferral of
salary or bonus, or otherwise) at a discount from the market price of
such security at the date of purchase, unless that discount is
available generally, either to all security holders or to all salaried
employees of the registrant, the compensation cost computed in
accordance with FAS 123R applying the same valuation model and
assumptions as the registrant applies for financial statement reporting
purposes;
    (E) The amount paid or accrued to any named executive officer
pursuant to a plan or arrangement in connection with:
    (1) Any termination, including without limitation through
retirement, resignation, severance or constructive termination
(including a change in responsibilities) of such executive officer's
employment with the registrant and its subsidiaries; or
    (2) A change in control of the registrant;
    (F) Registrant contributions or other allocations to vested and
unvested defined contribution plans;
    (G) The aggregate increase in actuarial value to the named
executive officer of all defined benefit and actuarial pension plans
(including supplemental plans) accrued during the registrant's covered
fiscal year; and
    (H) The dollar value of any insurance premiums paid by, or on
behalf of, the registrant during the covered fiscal year with respect
to life insurance for the benefit of a named executive officer.

    Instructions to Item 402(c)(2)(ix). 1. Incentive plan awards and
earnings; earnings on restricted stock, options, SARs and similar
awards; and amounts received on exercise of options and SARs are
required to be reported elsewhere as provided in this Item and are
not reportable as All Other Compensation in column (i).
    2. Benefits paid pursuant to defined benefit and actuarial plans
are reportable as All Other Compensation in column (i) if paid to
the named executive officer during the period covered by the Table.
Otherwise information concerning these plans is reportable pursuant
to paragraph (i) of this Item.
    3. Each perquisite or personal benefit must be identified by
type unless the aggregate value of perquisites and personal benefits
is less than $10,000 and each perquisite or personal benefit that
exceeds the greater of $25,000 or 10% of the total amount of
perquisites and personal benefits must be quantified for a named
executive officer pursuant to paragraph (c)(2)(ix)(A) of this Item,
and each item reported for a named executive officer pursuant to
paragraph (c)(2)(ix) of this Item that exceeds $10,000

must be identified by type and amount in a footnote to column (i).
All items of compensation are required to be included in the Summary
Compensation Table without regard to whether such items are required
to be so identified. Reimbursements of taxes owed with respect to
perquisites or other personal benefits are subject to inclusion in
column (i) and to separate quantification and identification as tax
reimbursements (paragraph (c)(2)(ix)(C) of this Item) even if the
associated perquisites or other personal benefits are not required
to be separately quantified or the perquisite or other personal
benefit is not required to be included because the aggregate amount
of such compensation is less than $10,000.
    4. Perquisites and other personal benefits shall be valued on
the basis of the aggregate incremental cost to the registrant and
its subsidiaries.
    5. Regarding paragraph (c)(2)(ix)(B) of this Item, if the
applicable interest rates vary depending upon conditions such as a
minimum period of continued service, the reported amount should be
calculated assuming satisfaction of all conditions to receiving
interest at the highest rate. Footnote disclosure may be provided
disclosing the portion of any earnings that the registrant considers
to be paid at an above-market rate, provided that the footnote
explains the registrant's criteria for determining the portion
considered to be above market.
    6. The disclosure required pursuant to paragraph (c)(2)(ix)(G)
of this Item applies to each plan that provides for the payment of
retirement benefits, or benefits that will be paid primarily
following retirement, including but not limited to tax-qualified
defined benefit plans and supplemental employee retirement plans,
but excluding tax-qualified defined contribution plans and
nonqualified defined contribution plans.
    Instructions to Item 402(c). 1. Information with respect to
fiscal years prior to the last completed fiscal year will not be
required if the registrant was not a reporting company pursuant to
section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a),
78o(d)) at any time during that year, except that the registrant
will be required to provide information for any such year if that
information previously was required to be provided in response to a
Commission filing requirement.
    2. All compensation values reported in the Summary Compensation
Table must be reported in dollars. Where compensation was paid to or
received by a named executive officer in a different currency, a
footnote must be provided to identify that currency and describe the
rate and methodology used to convert the payment amounts to dollars.
    3. If a named executive officer is also a director who receives
compensation for his or her services as a director, reflect that
compensation in the Summary Compensation Table and provide a
footnote identifying and itemizing such compensation and amounts.
Use the categories in the Director Compensation Table required
pursuant to paragraph (l) of this Item.
    4. Amounts deferred at the election of a named executive officer
or at the direction of the registrant, whether pursuant to a plan
established under section 401(k) of the Internal Revenue Code (26
U.S.C. 401(k)), or otherwise, shall be included in the appropriate
column for the fiscal year in which earned. The amount so deferred
must be disclosed in a footnote to the applicable column.

    (d) Grants of performance-based awards table. (1) Provide the
information specified in paragraph (d)(2) of this Item, concerning each
grant of an award made to a named executive officer in the last
completed fiscal year under any performance-based plan (including a
performance-based portion of any plan), including awards that
subsequently have been transferred, in the following tabular format:

                                                           Grants of Performance-Based Awards
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                 Performance-                                                                             Estimated future payouts
                                  based stock                 Non-stock                               Performance --------------------------------------
                                  and stock-   Performance-   incentive                                 or other
                                     based         based         plan     Dollar amount                  period
                                   incentive     options:      awards:          of        Grant date     until
              Name                  plans:       number of    number of   consideration   for stock    vesting or   Threshold    Target ($)  Maximum ($)
                                   number of    securities     units or      paid for     or option    payout and     ($) or    or (< greek-  or (< greek-
                                    shares,     underlying      other     award, if any     awards       option    ()      i>)          i>)
                                   units or       options       rights         ($)                     expiration
                                 other rights   ()  ()                                  date
                                  ()
(a)                                       (b)           (c)          (d)           (e)           (f)          (g)          (h)          (i)          (j)
--------------------------------
PEO............................
PFO............................
A..............................
B..............................
C..............................
--------------------------------------------------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the named executive officer (column (a));
    (ii) The number of shares of performance-based stock, including
restricted stock, restricted stock units, phantom stock, phantom stock
units, common stock equivalent units or similar instruments that do not
have option-like features granted under an award, and the number of
shares, units or other rights granted under an award under any stock-
based incentive plan (and if applicable, the number of shares
underlying any such unit or right) (column (b));
    (iii) The number of performance-based options, SARs, and similar
instruments with option-like features (column (c)) granted under an
award under any such plan;
    (iv) The number of units or other rights granted under an award
under any non-stock incentive plan (column (d));
    (v) The dollar amount of consideration, if any, paid by the
executive officer for the award (column (e));
    (vi) The grant date for stock, option or similar awards reported in
columns (b) and (c) (column (f));
    (vii) The performance or other time period until earning, payout or
maturation of the award, and the option/SAR expiration date (column
(g)); and
    (viii) The dollar value of the estimated future payout or the
number of shares to be awarded in the future as the payout on
satisfaction of the conditions in question, or the applicable range of
estimated payouts denominated in dollars or number of shares under the
award (threshold, target and maximum amount) (columns (h) through (j)).

    Instructions to Item 402(d). 1. Separate disclosure shall be
provided in the Table for each grant of an award made to a named
executive officer, accompanied by the information specified in
Instruction 2 to this paragraph. If grants of awards were made to a
named executive officer during the fiscal year under more than one
plan, identify the particular plan under which each such grant was
made.

    2. For column (h), threshold refers to the minimum amount
payable for a certain level of performance under the plan. For
column (i), target refers to the amount payable if the specified
performance target(s) are reached. For column (j), maximum refers to
the maximum payout possible under the plan. If the award provides
only for a single estimated payout, that amount should be reported
as the target in column (i). In column (i), registrants must provide
a representative amount based on the previous fiscal year's
performance if the target amount is not determinable.
    3. A tandem grant of two instruments, only one of which is
performance-based, such as an option granted in tandem with a
performance share, need be reported only in the table applicable to
the other instrument. For example, an option granted in tandem with
a performance share would be reported only as an option grant, with
the tandem feature noted.
    4. Options, SARs and similar option-like instruments granted in
connection with a repricing transaction shall be reported in this
table. See Instruction 2 to paragraphs (c)(2)(vi) and (vii) of this
item.

    (e) Grants of all other equity awards table. (1) Provide the
information specified in paragraph (e)(2) of this Item, concerning each
grant of an equity-based award that is not performance-based (including
awards that subsequently have been transferred) made during the last
completed fiscal year to each of the named executive officers in the
following tabular format:

                                        Grants of All Other Equity Awards
----------------------------------------------------------------------------------------------------------------
                                     Number of                              Number of
                                     securities                             shares of
                                     underlying  Exercise or   Expiration    stock or     Vesting
               Name                   options     base price      date        units         date      Grant date
                                      granted       ($/Sh)                   granted
                                    ()                            ()
(a)                                         (b)          (c)          (d)          (e)          (f)          (g)
-----------------------------------
PEO...............................
PFO...............................
A.................................
B.................................
C.................................
----------------------------------------------------------------------------------------------------------------

    (2) The Table shall include, with respect to each grant:
    (i) The name of the executive officer (column (a));
    (ii) The number of securities underlying options, SARs and similar
option-like instruments granted that are not performance-based (column
(b));
    (iii) The per-share exercise or base price of the options, SARs and
similar option-like instruments granted (column (c)). If such exercise
or base price is less than the market price of the underlying security
on the date of the grant, a separate, adjoining column shall be added
showing market price on the date of the grant;
    (iv) The expiration date of the options, SARs and similar option-
like instruments (column (d));
    (v) The number of shares of stock, including restricted stock,
units and similar instruments that are not option-like, granted that
are not performance-based (column (e));
    (vi) The vesting date of the restricted shares, units and similar
instruments (column (f)); and
    (vii) The grant date of any options, stock or similar instruments
reported in columns (b) and (e) (column (g)).

    Instructions to Item 402(e). 1. The awards reportable in this
Table are share-based awards that are not subject to a performance
condition or a market condition, as those terms are defined in FAS
123R.
    2. If more than one award was made to a named executive officer
during the last completed fiscal year, a separate line should be
used to disclose each such award. However, multiple option grants
during a single fiscal year may be aggregated where each grant was
made at the same exercise and/or base price and has the same
expiration date. A single grant consisting of options, SARs and/or
similar option-like instruments shall be reported as separate grants
with respect to each tranche with a different exercise and/or base
price or expiration date.
    3. Options, SARs and similar option-like instruments granted in
connection with a repricing transaction shall be reported in this
Table. See Instruction 2 to paragraphs (c)(2)(vi) and (vii) of this
Item.
    4. Any material term of the grant or award, including but not
limited to the date of exercisability, the number and nature of any
tandem instruments, a reload feature, or a tax-reimbursement
feature, must be described in a footnote.
    5. If any provision of a grant or award (other than an
antidilution provision) could cause the exercise price to be
lowered, registrants must disclose that provision and its potential
consequences either by a footnote or accompanying textual narrative.
    6. In determining if the exercise or base price of the options,
SARs and similar option-like instruments is less than the market
price of the underlying security on the date of the grant, the
registrant may use either the closing price per share of the
security on an established public trading market on the date of the
grant, or if no such market exists, any other formula prescribed for
the security.

    (f) Narrative disclosure to summary compensation table and
subsidiary tables. (1) Provide a narrative description of any material
factors necessary to an understanding of the information disclosed in
the tables required by paragraphs (c), (d) and (e) of this Item.
Examples of such factors may include, in given cases, among other
things:
    (i) The material terms of each named executive officer's employment
agreement or arrangement, whether written or unwritten.
    (ii) If at any time during the last fiscal year, any outstanding
option, SAR or other equity-based award was repriced or otherwise
materially modified (such as by extension of exercise periods, the
change of vesting or forfeiture conditions, the change or elimination
of applicable performance criteria, or the change of the bases upon
which returns are determined), a description of each such repricing or
other material modification.
    (iii) The material terms of any award reported in response to
paragraph (d) of this Item, including a general description of the
formula or criteria to be applied in determining the amounts payable,
and the vesting schedule. For example, state where applicable that
dividends will be paid on stock (including restricted stock, restricted
stock units or other similar instruments), and if so, the applicable
dividend rate and whether that rate is preferential. Describe the
performance-based conditions, and any other material conditions, that
are applicable to the award. Registrants are not required to disclose
any factor, criteria or performance-related or other condition to
payout or maturation of a

particular award that involves confidential commercial or business
information, disclosure of which would adversely affect the
registrant's competitive position. For purposes of the Table required
by paragraph (d) of this Item and the narrative disclosure required by
paragraph (f) of this Item, performance-based conditions include both
performance conditions and market conditions, as those terms are
defined in FAS 123R.
    (iv) The waiver or modification of any specified performance
target, goal or condition to payout with respect to any amount included
in non-stock incentive plan compensation reported in column (h) to the
Summary Compensation Table required by paragraph (c) of this Item,
stating whether the waiver or modification applied to one or more
specified named executive officers or to all compensation subject to
the target, goal or condition.
    (v) The assumptions underlying any determination of an increase in
the actuarial value of defined benefit and actuarial plans and the
method of calculating earnings on deferred compensation plans including
defined contribution plans.

    Instruction to Item 402(f)(1). 1. Include a discussion of
provisions regarding post-termination compensation only to the
extent disclosure of such compensation is required in the Summary
Compensation Table pursuant to paragraph (c)(2)(ix)(E) of this Item;
otherwise disclose these provisions pursuant to paragraph (k) of
this Item.
    2. The disclosure required by paragraph (f)(2) of this Item
would not apply to any repricing that occurs through a pre-existing
formula or mechanism in the plan or award that results in the
periodic adjustment of the option or SAR exercise or base price, an
antidilution provision in a plan or award, or a recapitalization or
similar transaction equally affecting all holders of the class of
securities underlying the options or SARs.

    (2) For up to three employees who were not executive officers
during the last completed fiscal year and whose total compensation for
the last completed fiscal year was greater than that of any of the
named executive officers, disclose each of such employee's total
compensation for that year and describe their job positions.
    (g) Outstanding equity awards at fiscal year-end table. (1) Provide
the information specified in paragraph (g)(2) of this Item, concerning
the number and value of unexercised options, SARs and similar
instruments; nonvested stock (including restricted stock, restricted
stock units or other similar instruments); and incentive plan awards
for each named executive officer outstanding as of the end of the
registrant's last completed fiscal year on an aggregated basis in the
following tabular format:

                                  Outstanding Equity Awards at Fiscal Year-End
----------------------------------------------------------------------------------------------------------------
                                                                                Incentive
                                                                              Market     Incentive      plans:
                                  Number of                    Number of     value of      plans:     market or
                                  securities    In-the-money   shares or    nonvested    number of      payout
                                  underlying     amount of      units of    shares or    nonvested     value of
             Name                unexercised    unexercised    stock held    units of     shares,     nonvested
                                   options      options  ($)   that have    stock held    units or     shares,
                                 ()    exercisable/   not vested   that have      other       units or
                                 exercisable/  unexercisable  ()   not vested  rights held     other
                                unexercisable                                  ($)        (< greek-   rights held
                                                                                i>)           ($)
(a)                                      (b)            (c)           (d)          (e)          (f)          (g)
-------------------------------
PEO...........................
PFO...........................
A.............................
B.............................
C.............................
----------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the named executive officer (column (a));
    (ii) The total number of securities underlying unexercised options,
SARs and similar instruments with option-like features held at the end
of the last completed fiscal year, including awards that have been
transferred, separately identifying the exercisable and unexercisable
options, SARs and similar instruments (column (b));
    (iii) The aggregate in-the-money amount of unexercised options,
SARs and similar instruments with option-like features held at the end
of the fiscal year, including awards that have been transferred,
separately identifying the exercisable and unexercisable options, SARs
and similar instruments (column (c));
    (iv) The total number of nonvested shares of stock (including
restricted stock, restricted stock units or similar instruments that do
not have option-like features) held at the end of the fiscal year
(column (d));
    (v) The aggregate market value of nonvested shares of stock
(including restricted stock, restricted stock units or similar
instruments that do not have option-like features) held at the end of
the fiscal year (column (e));
    (vi) The total number of nonvested shares, units or other rights
awarded under any incentive plan, and, if applicable the number of
shares underlying any such unit or right, held at the end of the fiscal
year (column (f)); and
    (vii) The aggregate market or payout value of nonvested shares,
units or other rights awarded under any incentive plan held at the end
of the fiscal year (column (g)).

    Instructions to Item 402(g)(2). 1. Options, SARs or similar
instruments are in-the-money if the market price of the underlying
securities exceeds the exercise or base price of the option, SAR or
similar instrument. Compute the amounts in column (c) by determining
the difference between the market price at fiscal year-end of the
securities underlying the options, SARs or similar instruments and
the exercise or base price of the options, SARs or similar
instruments.
    2. The expiration dates of options, SARs and similar instruments
held at fiscal year-end, separately identifying the exercisable and
unexercisable options, SARs and similar instruments must be
disclosed by footnote to column (b). If the expiration date of an
option, SAR or similar instrument held at fiscal year-end
subsequently has occurred, state whether it was exercised or expired
unexercised. The vesting dates of restricted stock shares and
similar instruments and incentive plan awards held at fiscal-year
end must be disclosed by footnotes to columns (d) and (f),
respectively.

    3. Compute the market values of stock (including restricted stock,
restricted stock units or similar instruments)

holdings reported in column (e) and equity-based incentive plan awards
reported in column (g) by multiplying the closing market price of the
registrant's stock at the end of the last completed fiscal year by the
number of restricted stock or incentive plan award holdings,
respectively.

    (h) Option exercises and stock vested table. (1) Provide the
information specified in paragraph (h)(2) of this Item, concerning each
exercise of stock options, SARs and similar instruments, and each
vesting of stock, including restricted stock, restricted stock units
and similar instruments, during the last completed fiscal year for each
of the named executive officers on an aggregated basis in the following
tabular format:

                    Option Exercises and Stock Vested
------------------------------------------------------------------------
                                                             Grant date
                                   Number of      Value      fair value
                                     shares      realized    previously
    Name of executive officer     acquired on      upon      reported in
                                  exercise or  exercise or     summary
                                    vesting      vesting    compensation
                                  ()      ($)       table  ($)
(a)                                       (b)          (c)           (d)
---------------------------------
PEO--Options....................
Stock...........................
PFO--Options....................
Stock...........................
A--Options......................
Stock...........................
B--Options......................
Stock...........................
C--Options......................
Stock...........................
------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the executive officer (column (a));
    (ii) The number of securities for which the options, SARs and
similar instruments were exercised, and the number of shares of stock,
including restricted stock, restricted stock units and similar
instruments that vested (column (b));
    (iii) The aggregate dollar value realized upon exercise and vesting
(column (c)); and
    (iv) The grant date fair value previously reported in the Summary
Compensation Table for the same options, SARs, and similar instruments,
and the same shares of stock, including restricted stock, restricted
stock units or similar instruments (column (d)).

    Instructions to Item 402(h)(2). 1. Report in column (c), line 1,
the aggregate dollar amount realized by the named executive officer
upon exercise of the options, SARs and similar instruments. Compute
the dollar amount realized upon exercise by determining the
difference between the market price of the underlying securities at
exercise and the exercise or base price of the options, SARs or
similar instruments. Do not include the value of any related payment
or other consideration provided (or to be provided) by the
registrant to or on behalf of a named executive officer, whether in
payment of the exercise price or related taxes. (Any such payment or
other consideration provided by the registration is required to be
disclosed in accordance with paragraph (c)(2)(ix) of this item.)
Report in column (c), line 2, the aggregate dollar amount realized
by the named executive officer upon the vesting of stock, including
restricted stock, restricted stock units and similar instruments.
Compute the aggregate dollar amount realized upon vesting by
multiplying the number of shares of stock or units by the market
value of the underlying shares on the vesting date.
    2. Report in column (d), line 1, the aggregate grant date fair
value previously reported in the registrant's Summary Compensation
Table for the fiscal year of the grant for the options, SARs and
similar instruments that were exercised by the named executive
officer during the last completed fiscal year. Report in column (d),
line 2, the aggregate grant date fair value previously reported in
the registrant's Summary Compensation Table for the fiscal year of
the grant for the shares of stock or units, including restricted
stock, restricted stock units and similar instruments held by the
named executive officer that vested during the last completed fiscal
year. If the named executive officer was not previously a named
executive officer during the fiscal year of the grant, report in
column (d) the grant date fair value of the award valued in
accordance with FAS 123R.

    (i) Retirement plan potential annual payments and benefits. (1)
Provide the information specified in paragraph (i)(2) of this Item with
respect to each plan that provides for payments or other benefits at,
following, or in connection with retirement, in the following tabular
format:

                             Retirement Plan Potential Annual Payments and Benefits
----------------------------------------------------------------------------------------------------------------
                                                                            Estimated                 Estimated
                                                  Number of      Normal       normal       Early        early
                                                    years      retirement   retirement   retirement   retirement
               Name                  Plan name     credited       age         annual        age         annual
                                                   service    ()    benefit    ()    benefit
                                                 ()                   ($)                       ($)
(a)                                         (b)          (c)          (d)          (e)          (f)          (g)
-----------------------------------
PEO...............................
PFO...............................
A.................................
B.................................
C.................................
----------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the executive officer (column (a));
    (ii) The name of the plan (column (b));
    (iii) The number of years of service credited to the named
executive officer under the plan (column (c));
    (iv) The normal retirement age under the plan (column (d));
    (v) The estimated dollar amount of annual payments and benefits
that the named executive officer would be entitled to receive upon
attaining normal retirement age, or, if the named executive officer
currently is eligible to retire, the dollar amount of annual payments
and benefits that the named executive officer would be entitled to
receive, if he or she had retired at the end of the registrant's last
completed fiscal year (column (e));
    (vi) The early retirement age, if applicable, under the plan
(column (f)); and
    (vii) The estimated dollar amount of annual payments and benefits
that the named executive officer would be entitled to receive upon
attaining early retirement age, or, if the named executive officer
currently is eligible for early retirement under the plan, the dollar
amount of annual payments and benefits that the named executive officer
would be entitled to receive if he or she had so retired at the end of
the registrant's last completed fiscal year (column (g)).

    Instructions to Item 402(i)(2). 1. The disclosure required
pursuant to this Table applies to each plan that provides for
specified retirement payments and benefits, or payments and benefits
that will be provided primarily following retirement, including but
not limited to tax-qualified defined benefit plans and supplemental
employee retirement plans, but excluding tax-qualified defined
contribution plans and nonqualified defined contribution plans.
Provide a separate row for each such plan in which the named
executive officer participates.
    2. If a named executive officer's number of years of credited
service with respect to any plan is different from the named
executive officer's number of actual years of service with the
registrant, provide footnote disclosure quantifying the difference
and any resulting benefit augmentation.
    3. Normal retirement age means normal retirement age as defined
in the plan, or if not so defined, the earliest time at which a
participant may retire under the plan without any benefit reduction
due to age. Early retirement age means early retirement age as
defined in the plan, or otherwise available to the executive.
    4. Quantification of payments and benefits should reflect the
form of benefit currently elected by the executive, such as joint
and survivor annuity or single life annuity, specifying that form in
a footnote. Where the named executive officer is not yet eligible to
retire, the dollar amount of annual payments and benefits that the
named executive officer would be entitled to receive upon becoming
eligible shall be computed assuming that the named executive officer
will continue to earn the same amount of compensation as reported
for the registrant's last fiscal year.

    (3) Provide a succinct narrative description of any material
factors necessary to an understanding of each plan covered by the
tabular disclosure required by this paragraph. While material factors
will vary depending upon the facts, examples of such factors may
include, in given cases, among other things:
    (i) The material terms and conditions of payments and benefits
available under the plan, including the plan's normal retirement
payment and benefit formula and eligibility standards, and (if
applicable) early retirement payment and benefit formula and
eligibility standards. If the plan permits a lump sum distribution at
the election of the executive or the registrant, quantify the amount of
such distribution that would be available on such election as of the
end of the registrant's last fiscal year, and disclose the valuation
method and all material assumptions applied in quantifying such amount;
    (ii) The specific elements of compensation (e.g., salary, bonus,
etc.) included in applying the payment and benefit formula, identifying
each such element;
    (iii) With respect to named executive officers'' participation in
multiple plans, the reasons for each plan; and
    (iv) Registrant policies with regard to such matters as granting
extra years of credited service.
    (j) Nonqualified defined contribution and other deferred
compensation plans. (1) Provide the information specified in paragraph
(j)(2) of this Item with respect to each defined contribution or other
plan that provides for the deferral of compensation on a basis that is
not tax-qualified in the following tabular format:

                     Nonqualified Defined Contribution and Other Deferred Compensation Plans
----------------------------------------------------------------------------------------------------------------
                                             Executive      Registrant    Aggregate     Aggregate     Aggregate
                                           contributions  contributions  earnings in   withdrawals/   balance at
                   Name                      in last FY     in last FY     last FY    distributions    last FYE
                                                ($)            ($)           ($)            ($)          ($)
(a)                                                (b)             (c)           (d)           (e)           (f)
------------------------------------------
PEO......................................
PFO......................................
A........................................
B........................................
C........................................
----------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of the executive officer (column (a));
    (ii) The dollar amount of aggregate executive contributions during
the registrant's last fiscal year (column (b));
    (iii) The dollar amount of aggregate registrant contributions
during the registrant's last fiscal year (column (c));
    (iv) The dollar amount of aggregate interest or other earnings
accrued during the registrant's last fiscal year (column (d));
    (v) The aggregate dollar amount of all withdrawals by and
distributions to the executive during the registrant's last fiscal year
(column (e)); and
    (vi) The dollar amount of total balance of the executive's account
as of the end of the registrant's last fiscal year (column (f)).

    Instruction to Item 402(j)(2). Provide a footnote quantifying
the extent to which amounts reported in the contributions and
earnings columns are reported as compensation in the last completed
fiscal year in the registrant's Summary Compensation Table and
amounts reported in the aggregate balance at last fiscal year end
(column (f)) previously were reported as compensation to the named
executive officer in the registrant's Summary Compensation Table for
previous years.

    (3) Provide a succinct narrative description of any material
factors necessary to an understanding of each plan covered by tabular
disclosure required by this paragraph. While material factors will vary
depending upon the facts, examples of such factors may include, in
given cases, among other things:
    (i) The type(s) of compensation permitted to be deferred, and any
limitations (by percentage of compensation or otherwise) on the extent
to which deferral is permitted;
    (ii) The measures for calculating interest or other plan earnings
(including whether such measure(s) are selected by the executive or the
registrant and the frequency and manner in which selections may be
changed), quantifying interest rates and other earnings measures
applicable during the registrant's last fiscal year; and
    (iii) Material terms with respect to payouts, withdrawals and other
distributions.
    (k) Potential payments upon termination or change-in-control.
Regarding each contract, agreement, plan or arrangement, whether
written or unwritten, that provides for payment(s) to a named executive
officer at, following, or in connection with any termination, including
without limitation resignation, severance, retirement or a constructive
termination of a named executive officer, or a change in control of the
registrant or a change in the named executive officer's
responsibilities, with respect to each named executive officer:
    (1) Describe and explain the specific circumstances that would
trigger payment(s) or the provision of other benefits, including
perquisites;
    (2) Describe and quantify the estimated annual payments and
benefits that would be provided in each covered circumstance, whether
they would or could be lump sum, or annual, disclosing the duration,
and by whom they would be provided;
    (3) Describe and explain the specific factors used to determine the
appropriate payment and benefit levels under the various circumstances
that trigger payments or provision of benefits;
    (4) Describe and explain any material conditions or obligations
applicable to the receipt of payments or benefits, including but not
limited to non-compete, non-solicitation, non-disparagement or
confidentiality agreements, including the duration of such agreements
and provisions regarding waiver of breach of such agreements; and
    (5) Describe any other material factors regarding each such
contract, agreement, plan or arrangement.

    Instruction to Item 402(k). The registrant must provide
quantitative disclosure under these requirements even where
uncertainties exist as to amounts in given circumstances payable
under these plans and arrangements. In the event that uncertainties
exist as to the provision of payments and benefits or the amounts
involved, the registrant is required to make reasonable estimates
and disclose material assumptions underlying such estimates in its
disclosure. In such event the disclosure would require forward-
looking information as appropriate. Perquisites and other personal
benefits or property may be excluded only if the aggregate amount of
such compensation will be less than $10,000. Individual perquisites
and personal benefits shall be identified and quantified as required
by Instruction 3 to paragraph (c)(2)(ix) of this Item.

    (l) Compensation of directors. (1) Provide the information
specified in paragraph (l)(2) of this Item, concerning the compensation
of the directors for the registrant's last completed fiscal year, in
the following tabular format:

                                              Director Compensation
----------------------------------------------------------------------------------------------------------------
                                                                                Non-stock
                                               Fees earned                              incentive     All other
              Name                 Total  ($)   or paid in     Stock        Option        plan      compensation
                                                cash  ($)   awards  ($)  awards  ($)  compensation       ($)
                                                                                ($)
(a)                                       (b)          (c)          (d)          (e)           (f)           (g)
---------------------------------
A...............................
B...............................
C...............................
D...............................
E...............................
----------------------------------------------------------------------------------------------------------------

    (2) The Table shall include:
    (i) The name of each director unless such director is also a named
executive officer under paragraph (a) of this Item and his or her
compensation for service as a director is fully reflected in the
Summary Compensation Table pursuant to paragraph (c) of this Item and
otherwise as required pursuant to paragraphs 402(d)-(k) (column (a)) of
this Item;
    (ii) The dollar value of total compensation for the covered fiscal
year (column (b)). With respect to each director, disclose the sum of
all amounts reported in columns (c) through (g);
    (iii) The aggregate dollar amount of all fees earned or paid in
cash for services as a director, including annual retainer fees,
committee and/or chairmanship fees, and meeting fees (column (c));
    (iv) For awards of stock, including restricted stock, restricted
stock units, phantom stock, phantom stock units, common stock
equivalent units or other similar instruments that do not have option-
like features, the aggregate grant date fair value computed in
accordance with FAS 123R, applying the same valuation model and
assumptions as the registrant applies for financial statement reporting
purposes, and all earnings on any outstanding awards (column (d));
    (v) For awards of stock options, with or without tandem SARs,
freestanding SARs and other similar instruments with option-like
features (including awards that subsequently have been transferred),
the aggregate grant date fair value computed in accordance with FAS
123R applying the same valuation model and assumptions as the
registrant applies for financial statement reporting purposes, and all
earnings on any outstanding awards (column (e));

    Instruction to Item 402(l)(2)(iv) and (v). Disclose, for each
director, by footnote to the appropriate column, the outstanding
equity awards at fiscal year end as would be required if the tabular
presentation for named executive officers specified in paragraph (g)
of this Item were required for directors.

    (vi) The dollar value of all earnings for services performed during
the fiscal year pursuant to non-stock incentive plans as defined in
paragraph (a)(6)(iii) of this Item, and all earnings on any outstanding
awards (column (f)); and

    (vii) All other compensation for the covered fiscal year that the
registrant could not properly report in any other column of the
Director Compensation Table (column (g)). Each compensation item for
the last completed fiscal year that is not properly reportable in
columns (c)-(f) must be reported in this column and must be identified
and quantified in a footnote if the amount of the item exceeds $10,000
(or in the case of any perquisites or personal benefits, must be
itemized unless the aggregate value of perquisites and personal
benefits is less than $10,000, and must be quantified if it is valued
at the greater of $25,000 or 10% of total perquisites and personal
benefits of the director). Such compensation must include, but is not
limited to:
    (A) All perquisites and other personal benefits, or property,
unless the aggregate amount of such compensation is less than $10,000;
    (B) All earnings on compensation that is deferred on a basis that
is not tax-qualified;
    (C) All amounts reimbursed during the fiscal year for the payment
of taxes;
    (D) For any security of the registrant or its subsidiaries
purchased from the registrant or its subsidiaries (through deferral of
salary or bonus, or otherwise) at a discount from the market price of
such security at the date of purchase, unless that discount is
available generally, either to all security holders or to all salaried
employees of the registrant, the compensation cost computed in
accordance with FAS 123R applying the same valuation model and
assumptions as the registrant applies for financial statement reporting
purposes;
    (E) The amount paid or accrued to any director pursuant to a plan
or arrangement in connection with:
    (1) The resignation, retirement or any other termination of such
director; or
    (2) A change in control of the registrant;
    (F) The aggregate increase in actuarial value to the director of
all defined benefit and actuarial pension plans (including supplemental
plans) accrued during the registrant's covered fiscal year;
    (G) Registrant contributions or other allocations to vested and
unvested defined contribution plans;
    (H) Consulting fees earned from, or paid or payable by the
registrant and/or its subsidiaries (including joint ventures);
    (I) The annual costs of payments and promises of payments pursuant
to director legacy programs and similar charitable award programs; and
    (J) The dollar value of any insurance premiums paid by, or on
behalf of, the registrant during the covered fiscal year with respect
to life insurance for the benefit of a director.

    Instruction to Item 402(l)(2)(vii). Programs in which
registrants agree to make donations to one or more charitable
institutions in a director's name, payable by the registrant
currently or upon a designated event, such as the retirement or
death of the director, are charitable awards programs or director
legacy programs for purposes of the disclosure required by paragraph
(l)(2)(vii)(I) of this Item. Provide footnote disclosure of the
total dollar amount and other material terms of each such program
for which tabular disclosure is provided.
    Instruction to Item 402(l)(2). Two or more directors may be
grouped in a single row in the table if all of their elements of
compensation are identical. The names of the directors for whom
disclosure is presented on a group basis should be clear from the
Table.

    (3) Narrative to director compensation table. Provide a narrative
description of any factors necessary to an understanding of the
director compensation disclosed in this Table. While material factors
will vary depending upon the facts, examples of such factors may
include, in given cases, among other things:
    (i) A description of standard compensation arrangements (such as
fees for retainer, committee service, service as chairman of the board
or a committee, and meeting attendance); and
    (ii) Whether any director has a different compensation arrangement,
identifying that director and describing the terms of that arrangement.

    Instruction to Item 402(l). In addition to the Instruction to
paragraph (l)(2)(vii) of this Item, the following apply equally to
paragraph (l) of this Item: Instructions 2 and 3 to paragraph (c) of
this Item; Instructions to paragraphs (c)(2)(iv) and (v) of this
Item; Instructions to paragraphs (c)(2)(vi) and (vii) of this Item;
Instructions to paragraph (c)(2)(viii) of this Item and Instructions
to paragraph (c)(2)(ix). These Instructions apply to the columns in
the Director Compensation Table that are analogous to the columns in
the Summary Compensation Table to which they refer and to
disclosures under paragraph (l) of this Item that correspond to
analogous disclosures provided for in paragraph (c) of this Item to
which they refer.
    Instruction to Item 402. Specify the applicable fiscal year in
the title to each table required under this Item which calls for
disclosure as of or for a completed fiscal year.

    14. Amend Sec.  229.403 by revising paragraph (b) to read as
follows:

Sec.  229.403  (Item 403) Security ownership of certain beneficial
owners and management.

    (a) * * *
    (b) Security ownership of management. Furnish the following
information, as of the most recent practicable date, in substantially
the tabular form indicated, as to each class of equity securities of
the registrant or any of its parents or subsidiaries, including
directors' qualifying shares, beneficially owned by all directors and
nominees, naming them, each of the named executive officers as defined
in Item 402(a)(3) (Sec.  229.402(a)(3)), and directors and executive
officers of the registrant as a group, without naming them. Show in
column (3) the total number of shares beneficially owned and in column
(4) the percent of class so owned. Of the number of shares shown in
column (3), indicate, by footnote, the amount of shares that are
pledged as security and the amount of shares with respect to which such
persons have the right to acquire beneficial ownership as specified in
Sec.  240.13d-3(d)(1) of this chapter.

----------------------------------------------------------------------------------------------------------------
                                                                 (3) Amount and nature
          (1) Title of class            (2) Name of beneficial       of  beneficial        (4) Percent of class
                                                owner                  ownership
----------------------------------------------------------------------------------------------------------------

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* * * * *
    15. Revise Sec.  229.404 to read as follows:

Sec.  229.404  (Item 404) Transactions with related persons and
promoters.

    (a) Transactions with related persons. Describe any transaction,
since the beginning of the registrant's last fiscal year, or any
currently proposed transaction, in which the registrant was or is to be
a participant and the amount involved exceeds $120,000, and in which
any related person had, or will have, a direct or indirect material
interest. Disclose the following information regarding the transaction
    (1) The name of the related person and the basis on which the
person is a related person.
    (2) The related person's interest in the transaction with the
registrant, including the related person's

position(s) or relationship(s) with, or ownership in, a firm,
corporation, or other entity that is a party to, or has an interest in,
the transaction.
    (3) The approximate dollar value of the amount involved in each
transaction and of the amount of the related person's interest in each
transaction, each of which shall be computed without regard to the
amount of profit or loss.
    (4) In the case of indebtedness, disclosure of the amount involved
in the transaction shall include the largest aggregate amount of
principal outstanding during the period for which disclosure is
provided, the amount thereof outstanding as of the latest practicable
date, the amount of principal paid during the periods for which
disclosure is provided, the amount of interest paid during the period
for which disclosure is provided, and the rate or amount of interest
payable on the indebtedness.
    (5) Any other information regarding the transaction or the related
person in the context of the transaction that is material to investors
in light of the circumstances of the particular transaction.

    Instructions to Item 404(a). 1. For the purposes of paragraph
(a) of this Item, the term related person means:
    a. Any person who was in any of the following categories at any
time during the specified period for which disclosure under
paragraph (a) of this Item is required:
    i. Any director or executive officer of the registrant,
    ii. Any nominee for director, when the information called for by
paragraph (a) of this Item is being presented in a proxy or
information statement relating to the election of that nominee for
director; or
    iii. Any immediate family member of any of the foregoing
persons, which means any child, stepchild, parent, stepparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-
in-law, brother-in-law, or sister-in-law, and any person (other than
a tenant or employee) sharing the household of a related person
identified in paragraph 1.a.i or 1.a.ii. of this instruction; and
    b. Any person who was in any of the following categories when a
transaction in which such person had a direct or indirect material
interest occurred or existed:
    i. A security holder covered by Item 403(a) (Sec.  229.403(a));
or
    ii. Any immediate family member of any such security holder,
which means any child, stepchild, parent, stepparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, of such security holder and any
person (other than a tenant or employee) sharing the household of
such security holder.
    2. For purposes of paragraph (a) of this Item, a transaction
includes, but is not limited to, any financial transaction,
arrangement or relationship (including any indebtedness or guarantee
of indebtedness) or any series of similar transactions, arrangements
or relationships.
    3. The amount involved in the transaction shall be computed by
determining the dollar value of the amount involved in the
transaction in question, which shall include:
    a. In the case of any lease or other transaction providing for
periodic payments or installments, the aggregate amount of all
periodic payments or installments due on or after the beginning of
the registrant's last fiscal year, including any required or
optional payments due during or at the conclusion of the lease.
    b. In the case of indebtedness, the largest aggregate amount of
all indebtedness outstanding at any time since the beginning of the
registrant's last fiscal year and all amounts of interest payable on
it during the last fiscal year.
    4. In the case of transactions involving indebtedness, the
following items of indebtedness may be excluded from the calculation
of the amount of indebtedness and need not be disclosed: amounts due
from the related person for purchases of goods and services subject
to usual trade terms, for ordinary business travel and expense
payments and for other transactions in the ordinary course of
business.
    5. Disclosure of an employment relationship or transaction
involving an executive officer and any related compensation solely
resulting from that employment relationship or transaction, need not
be provided pursuant to paragraph (a) of this Item if:
    a. The compensation arising from the relationship or transaction
is reported pursuant to Item 402 (Sec.  229.402); or
    b. The executive officer is not an immediate family member of a
related person (as specified in Instruction 1. to paragraph (a) of
this Item) and such compensation would have been reported under Item
402 (Sec.  229.402) as compensation earned for services to the
registrant if the executive officer was a named executive officer as
that term is defined in Item 402(a)(3) (Sec.  229.402(a)(3)), and
such compensation had been approved as such by the compensation
committee of the board of directors (or group of independent
directors performing a similar function) of the registrant.
    6. Disclosure of compensation to a director need not be provided
pursuant to paragraph (a) of this Item if the compensation is
reported pursuant to Item 402(l) (Sec.  229.402(l)).
    7. In the case of a transaction involving indebtedness, if the
lender is a bank, savings and loan association, or broker-dealer
extending credit under Federal Reserve Regulation T (12 CFR part
220) and the loans are not disclosed as nonaccrual, past due,
restructured or potential problems (see Item III.C.1. and 2. of
Industry Guide 3, Statistical Disclosure by Bank Holding Companies
(17 CFR 229.802(c))), disclosure under paragraph (a) of this Item
may consist of a statement, if such is the case, that the loans to
such persons:
    a. Were made in the ordinary course of business;
    b. Were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
loans with persons not related to the lender; and
    c. Did not involve more than the normal risk of collectibility
or present other unfavorable features.
    8. A person who has a position or relationship with a firm,
corporation, or other entity that engages in a transaction with the
registrant shall not be deemed to have an indirect ``material''
interest within the meaning of paragraph (a) of this Item where:
    a. The interest arises only:
    i. From such person's position as a director of another
corporation or organization which is a party to the transaction; or
    ii. From the direct or indirect ownership by such person and all
other persons specified in Instruction 1 to paragraph (a) of this
Item, in the aggregate, of less than a ten percent equity interest
in another person (other than a partnership) which is a party to the
transaction; or
    iii. From both such position and ownership; or
    b. The interest arises only from such person's position as a
limited partner in a partnership in which the person and all other
persons specified in Instruction 1 to paragraph (a) of this Item,
have an interest of less than ten percent, and the person is not a
general partner of and does not hold another position in the
partnership.

    (b) Review, approval or ratification of transactions with related
persons. (1) Describe the registrant's policies and procedures for the
review, approval, or ratification of any transaction required to be
reported under paragraph (a) of this Item. While the material features
of such policies and procedures will vary depending on the particular
circumstances, examples of such features may include, in given cases,
among other things:
    (i) The types of transactions that are covered by such policies and
procedures.
    (ii) The standards to be applied pursuant to such policies and
procedures.
    (iii) The persons or groups of persons on the board of directors or
otherwise who are responsible for applying such policies and
procedures.
    (iv) A statement of whether such policies and procedures are in
writing and, if not, how such policies and procedures are evidenced.
    (2) Identify any transaction required to be reported under
paragraph (a) of this Item since the beginning of the registrant's last
fiscal year where such policies and procedures did not require review,
approval or ratification or where such policies and procedures were not
followed.
    (c) Promoters. (1) Registrants that are filing a registration
statement on Form S-1 or Form SB-2 under the Securities Act (Sec.
239.11 or Sec.  239.10 of this chapter) or on Form 10 or Form 10-SB
under the

Exchange Act (Sec.  249.210 or Sec.  249.210b of this chapter) and that
had a promoter at any time during the past five fiscal years shall:
    (i) State the names of the promoter(s), the nature and amount of
anything of value (including money, property, contracts, options or
rights or any kind) received or to be received by each promoter,
directly or indirectly, from the registrant and the nature and amount
of any assets, services or other consideration therefore received or to
be received by the registrant; and
    (ii) As to any assets acquired or to be acquired by the registrant
from a promoter, state the amount at which the assets were acquired or
are to be acquired and the principle followed or to be followed in
determining such amount, and identify the persons making the
determination and their relationship, if any, with the registrant or
any promoter. If the assets were acquired by the promoter within two
years prior to their transfer to the registrant, also state the cost
thereof to the promoter.
    (2) Registrants shall provide the disclosure required by paragraphs
(c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired
control of an issuer that is a shell company, or any person that is
part of a group, consisting of two or more persons that agree to act
together for the purpose of acquiring, holding, voting or disposing of
equity securities of an issuer, that acquired control of an issuer that
is a shell company.

    Instructions to Item 404. 1. If the information called for by
this Item is being presented in a registration statement filed
pursuant to the Securities Act or the Exchange Act, information
shall be given for the periods specified in the Item and, in
addition, for the two fiscal years preceding the registrant's last
fiscal year, unless the information is being incorporated by
reference into a registration statement on Form S-4 (17 CFR 239.25),
in which case, information shall be given for the periods specified
in the Item.
    2. A foreign private issuer will be deemed to comply with this
Item if it provides the information required by Item 7.B. of Form
20-F (17 CFR 249.220f) with more detailed information provided if
otherwise made publicly available or required to be disclosed by the
issuer's home jurisdiction or a market in which its securities are
listed or traded.

    16. Add Sec.  229.407 to read as follows:

Sec.  229.407  (Item 407) Corporate governance.

    (a) Director independence. Identify each director and, when the
disclosure called for by this paragraph is being presented in a proxy
or information statement relating to the election of directors, each
nominee for director, that is independent under the independence
standards applicable to the registrant under paragraph (a)(1) of this
Item. In addition, if such independence standards contain independence
requirements for committees of the board of directors, identify each
director that is a member of the compensation, nominating or audit
committee that is not independent under such committee independence
standards. If the registrant does not have a separately designated
audit, nominating or compensation committee or committee performing
similar functions, the registrant must provide the disclosure of
directors that are not independent with respect to all members of the
board of directors applying such committee independence standards.
    (1) In determining whether or not the director or nominee for
director is independent for the purposes of paragraph (a) of this Item,
the registrant shall use the applicable definition of independence, as
follows:
    (i) If the registrant is a listed issuer whose securities are
listed on a national securities exchange or in an inter-dealer
quotation system which has requirements that a majority of the board of
directors be independent, the registrant's definition of independence
that it uses for determining if a majority of the board of directors is
independent in compliance with the listing standards applicable to the
registrant. When determining whether the members of a committee of the
board of directors are independent, the registrant's definition of
independence that it uses for determining if the members of that
specific committee are independent in compliance with the independence
standards applicable for the members of the specific committee in the
listing standards of the national securities exchange or inter-dealer
quotation system that the registrant uses for determining if a majority
of the board of directors are independent. If the registrant does not
have independence standards for a committee, the independence standards
for that specific committee in the listing standards of the national
securities exchange or inter-dealer quotation system that the
registrant uses for determining if a majority of the board of directors
are independent.
    (ii) If the registrant is not a listed issuer, a definition of
independence of a national securities exchange or of a national
securities association which has requirements that a majority of the
board of directors be independent, and state which definition is used.
Whatever such definition the registrant chooses, it must use the same
definition with respect to all directors and nominees for director.
When determining whether the members of a specific committee of the
board of directors are independent, if the national securities exchange
or national securities association whose standards are used has
independence standards for the member of a specific committee, use
those committee specific standards.
    (iii) If the information called for by paragraph (a) of this Item
is being presented in a registration statement on Form S-1 (Sec.
239.11 of this chapter) or Form SB-2 (Sec.  239.10 of this chapter)
under the Securities Act or on a Form 10 or Form 10-SB (Sec.  249.210
or Sec.  249.210b of this chapter) under the Exchange Act where the
registrant has applied for listing with a national securities exchange
or in an inter-dealer quotation system which has requirements that a
majority of the board of directors be independent, the definition of
independence that the registrant uses for determining if a majority of
the board of directors is independent, and the definition of
independence that the registrant uses for determining if members of the
specific committee of the board of directors are independent, that is
in compliance with the independence listing standards of the national
securities exchange or inter-dealer quotation system on which it has
applied for listing, or if the registrant has not adopted such
definitions, the independence standards for determining if the majority
of the board of directors is independent and if members of the
committee of the board of directors are independent of that national
securities exchange or inter-dealer quotation system.
    (2) If the registrant uses its own definitions for determining
whether its directors and nominees for director, and members of
specific committees of the board of directors, are independent,
disclose whether these definitions are available to security holders on
the registrant's Web site. If so, provide the registrant's Web site
address. If not, include a copy of these policies in an appendix to the
registrant's proxy statement that is provided to security holders at
least once every three fiscal years or if the policies have been
materially amended since the beginning of the registrant's last fiscal
year. If a current copy of the policies is not available to security
holders on the registrant's Web site, and is not included as an
appendix to the registrant's proxy statement, identify the most recent
fiscal years in which the

policies were so included in satisfaction of this requirement.
    (3) For each director and nominee for director that is identified
as independent, describe any transactions, relationships or
arrangements not disclosed pursuant to Item 404(a) (Sec.  229.404(a)),
or for investment companies, Item 22(b) of Schedule 14 (Sec.  240.14a-
101 of this chapter), that were considered by the board of directors
under the applicable independence definitions in determining that the
director is independent.

    Instruction to Item 407(a). No information called for by
paragraph (a) of this Item need be given in a registration statement
filed at a time when the registrant is not subject to the reporting
requirements of sections 13(a) or 15(d) of the Exchange Act (15
U.S.C. 78m(a), 78o(d)) respecting any director who is no longer a
director at the time of effectiveness of the registration statement.

    (b) Board meetings and committees. (1) State the total number of
meetings of the board of directors (including regularly scheduled and
special meetings) which were held during the last full fiscal year.
Name each incumbent director who during the last full fiscal year
attended fewer than 75 percent of the aggregate of:
    (i) The total number of meetings of the board of directors (held
during the period for which he has been a director); and
    (ii) The total number of meetings held by all committees of the
board on which he served (during the periods that he served).
    (2) Describe the registrant's policy, if any, with regard to board
members' attendance at annual meetings of security holders and state
the number of board members who attended the prior year's annual
meeting.

    Instruction to Item 407(b)(2). In lieu of providing the
information required by paragraph (b)(2) of this Item in the proxy
statement, the registrant may instead provide the registrant's Web
site address where such information appears.

    (3) State whether or not the registrant has standing audit,
nominating and compensation committees of the board of directors, or
committees performing similar functions. If the registrant has such
committees, however designated, identify each committee member, state
the number of committee meetings held by each such committee during the
last fiscal year and describe briefly the functions performed by each
such committee. Such disclosure need not be provided to the extent it
is duplicative of disclosure provided in accordance with paragraph
(d)(4) of this Item.
    (c) Nominating committee. (1) If the registrant does not have a
standing nominating committee or committee performing similar
functions, state the basis for the view of the board of directors that
it is appropriate for the registrant not to have such a committee and
identify each director who participates in the consideration of
director nominees.
    (2) Provide the following information regarding the registrant's
director nomination process:
    (i) State whether or not the nominating committee has a charter. If
the nominating committee has a charter, provide the disclosure required
by Instruction 2 to this Item regarding the nominating committee
charter;
    (ii) If the nominating committee has a policy with regard to the
consideration of any director candidates recommended by security
holders, provide a description of the material elements of that policy,
which shall include, but need not be limited to, a statement as to
whether the committee will consider director candidates recommended by
security holders;
    (iii) If the nominating committee does not have a policy with
regard to the consideration of any director candidates recommended by
security holders, state that fact and state the basis for the view of
the board of directors that it is appropriate for the registrant not to
have such a policy;
    (iv) If the nominating committee will consider candidates
recommended by security holders, describe the procedures to be followed
by security holders in submitting such recommendations;