[Federal Register Volume 78, Number 96 (Friday, May 17, 2013)]
[Notices]
[Pages 29165-29186]
[FR Doc No: 2013-11759]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69565; File No. SR-NYSE-2013-33]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change Proposing To: (i) Delete the
Sections in the Listed Company Manual (the ``Manual'') Containing the
Listing Application Materials (Including the Listing Application and
the Listing Agreement) and Adopt Updated Listing Application Materials
That Will Be Posted on the Exchange's Web Site; and (ii) Adopt as New
Rules Certain Provisions That Are Currently Included in the Various
Forms of Agreements That Are in the Manual, as Well as Some Additional
New Rules That Make Explicit Existing Exchange Policies With Respect to
Initial Listings

May 13, 2013.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on April 30, 2013, New York Stock Exchange LLC (the
``Exchange'' or ``NYSE'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I, II, and III below, which Items have been prepared by the
self-regulatory organization. The Commission is publishing this notice
to solicit comments on the proposed rule change from interested
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to: (i) Delete the sections in the Listed
Company Manual (the ``Manual'') containing the listing application
materials (including the listing application and the listing agreement)
and adopt updated listing application materials that will be posted on
the Exchange's Web site; and (ii) adopt as new rules certain provisions
that are currently included in the various forms of agreements that are
in the Manual, as well as some additional new rules that make explicit
existing Exchange policies with respect to initial listings. The text
of the proposed rule change is available on the Exchange's Web site at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to: (i) delete the forms of documents
required in connection with a listing from the Manual and eliminate
requirements from those documents that are redundant or that no longer
serve any regulatory purpose; and (ii) adopt as new rules certain
provisions that are currently included in the various forms of
agreements that are in the Manual, as well as some additional new rules
that make explicit existing Exchange policies with respect to initial
listings. In lieu of their inclusion in the Manual, the Exchange
proposes to make all of the required documents (including the listing
application and the listing agreement) available on its Web site
(www.nyx.com).\4\ In the event that in the future the Exchange makes
any substantive changes (including changes to the rights, duties, or
obligations of the applicant or the Exchange, or that would otherwise
require a rule filing) to those documents being removed from the
Manual, it will submit a rule filing to the Securities and Exchange
Commission (``SEC'') to obtain approval of such changes.\5\ The
Exchange will maintain all historical versions of those documents on
its Web site after changes have been made, so that it will be possible
to review how each document has changed over time.
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    \4\ The forms of all of the documents required in connection
with a listing application as they will appear on the Exchange's Web
site are included in Exhibit 3 to this filing. The Commission notes
that Exhibit 3 is attached to the filing, not to this Notice. It has
been a long-standing practice of the Exchange to post on its Web
site the forms of the documents required to be submitted in
connection with applications to list. After approval of this
proposal the Exchange will continue that practice as before, but the
forms of those documents will no longer be set forth in the Manual.
    \5\ The Exchange will not submit a rule filing if the changes
made to a document are typographical or stylistic in nature.
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    Part I of the rule filing includes a discussion of the proposed
changes to the Manual on a section-by-section basis. Part II sets out
the Exchange's proposed approach to each item included in the current
forms of listing agreements for domestic companies and Part III sets
out the Exchange's proposed approach to each item included in the
current forms of listing agreements for foreign private issuers. Part
IV sets forth the Exchange's proposed approach to each requirement in
the current form of the original listing application. Finally, Part V
sets forth the Exchange's proposed approach to the requirements in the
forms of transfer agent and registrar agreements.
I. Proposed Changes to the Manual by Section
    The following is a discussion of the changes being made to the
Manual on a section-by-section basis: \6\
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    \6\ All rule references in this filing are to sections of the
Manual unless otherwise specified. In addition to the changes
discussed herein, the Exchange proposes to amend the following
sections of the Manual to remove cross-references therein to
sections that are proposed to be deleted or amended and to state
that the required documents are on the Exchange's Web site or
available from the Exchange upon request: Sections 102.01C(F)
(Minimum Numerical Standards--Domestic Companies--Equity Listings);
103.01B(C) (Minimum Numerical Standards Non-U.S. Companies Equity
Listings); 103.04 (Sponsored American Depository Receipts or Shares
(``ADRS'')); 204.00(B) (Notice to and Filings with the Exchange);
204.04 (Business Purpose Changed); 204.13 (Form or Nature of Listed
Securities Changed); 204.18 (Name Change); and 204.23 (Rights or
Privileges of Listed Security Changed Last Modified: 8/21/2006).

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Amendments to Sections 102.01C and 103.01B
    Sections 102.01C and 103.01B permit companies to make certain
adjustments to their reported financial information for purposes of
complying with the Exchange's initial quantitative listing standards.
This adjusted financial data is required to be included as part of the
company's listing application. The Exchange proposes to amend each of
these sections to remove a cross-reference to the listing application
in Section 702.04 and to state that the form of listing application and
information regarding supporting documents required in connection with
adjustments to historical financial data are available on the
Exchange's Web site or from the Exchange upon request.
Amendment to Sections 103.04--Sponsored American Depository Receipts or
Shares (``ADRs'')
    Section 103.04 contains requirements for companies listing American
Depositary Receipts (``ADRs''). The Exchange proposes to delete a
cross-reference to the listing agreements in Section 901.00 and to add
a statement that the form of listing agreement and information
regarding supporting documents required in connection with listing ADRs
are available on the Exchange's Web site or from the Exchange upon
request.
Addition of Section 104.00--Confidential Review of Eligibility
    The Exchange proposes to add a new Section 104.00 to describe the
free confidential review of the eligibility for listing undertaken by
the Exchange of any company that (i) requests such a review and (ii)
provides the documents listed in Section 104.01 (for domestic
companies) or Section 104.02 (for non-U.S. companies). A company may
submit an original listing application only after it has been cleared
to do so by the Exchange after completion of a confidential eligibility
review.
Amendment to Section 104.01--Domestic Companies
    The Exchange proposes to amend Section 104.01 to delete the
requirement to certify the copy of the applicant's charter and by-laws
provided in connection with a confidential eligibility review, as the
certification is not necessary for such review. The Exchange proposes
to modify the provision specifying that it will review specimen bond or
stock certificates by inserting the words ``if any'' at the end of the
provision, as not all listed securities are certificated and the
provision will therefore not always be applicable.\7\ In addition, the
Exchange proposes to add a statement that the form of listing
application and information regarding supporting documents are
available on the Exchange's Web site or from the Exchange upon request.
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    \7\ The Exchange's requirements with respect to the form and
content of stock certificates are set forth in Section 501.01 of the
Manual and those with respect to bond certificates are set forth in
Section 501.02.
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Amendment to Section 104.02--Non-U.S. Companies
    The Exchange proposes to amend Section 104.02 to state that an
applicant seeking a confidential eligibility review should provide a
copy of its charter and by-laws ``or equivalent constitutional
documents,'' in recognition of the fact that in a number of countries
constitutional documents are not in the form of charters or by-laws. At
the same time, the Exchange proposes to delete the requirement that the
copy provided be certified, as the certification is not necessary for
such review. The Exchange proposes to modify the provision specifying
that it will review specimens of certificates traded or to be traded in
the U.S. market by inserting the words ``if any'' at the end of the
provision, as not all listed securities are certificated and the
provision will therefore not always be applicable. The Exchange also
proposes to delete the requirement to provide worldwide and U.S. stock
distribution schedules. The stock distribution schedule requirement is
obsolete because the Exchange obtains the distribution information it
needs from the applicant's transfer agent. In addition, the Exchange
proposes to add a statement that the form of listing application and
information regarding supporting documents are available on the
Exchange's Web site or from the Exchange upon request.
Proposed Section 107.00--Financial Disclosure and Other Information
Requirements
    The Exchange proposes to include in the Manual a new Section 107.00
(``Financial Disclosure and Other Information Requirements'') as
follows:
     Section 107.01 (Auditing Standards) A company's
qualification to list will be determined on the basis of financial
statements that are either: (i) prepared in accordance with U.S.
generally accepted accounting principles; or (ii) reconciled to U.S.
generally accepted accounting principles as required by the SEC's
rules; or (iii) prepared in accordance with International Financial
Reporting Standards, as issued by the International Accounting
Standards Board, for Companies that are permitted to file financial
statements using those standards consistent with the SEC's rules.
     Section 107.02 (Auditor Registration) Each company
applying for initial listing must be audited by an independent public
accountant that is registered as a public accounting firm with the
Public Company Accounting Oversight Board, as provided for in Section
102 of the Sarbanes-Oxley Act of 2002.\8\
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    \8\ 15 U.S.C. 7212.
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     Section 107.03 (SEC Compliance) No security shall be
approved for listing if the issuer has not for the 12 months
immediately preceding the date of listing filed on a timely basis all
periodic reports required to be filed with the SEC or Other Regulatory
Authority or the security is suspended from trading by the SEC pursuant
to Section 12(k) of the Exchange Act. ``Other Regulatory Authority''
means: (i) in the case of a bank or savings authority identified in
Section 12(i) of the Exchange Act, the agency vested with authority to
enforce the provisions of Section 12 of the Exchange Act; or (ii) in
the case of an insurance company that is subject to an exemption issued
by the SEC that permits the listing of the security, notwithstanding
its failure to be registered pursuant to section 12(b), the
Commissioner of Insurance (or other officer or agency performing a
similar function) of its domiciliary state.
     Section 107.04 (Exchange Information Requests) The
Exchange may request any information or documentation, public or non-
public, deemed necessary to make a determination regarding a security's
initial listing, including, but not limited to, any material provided
to or received from the SEC or Other Regulatory Authority (as defined
in Section 107.03). A company's security may be denied listing if the
company fails to provide such information within a reasonable period of
time or if any communication to the Exchange contains a material
misrepresentation or omits material information necessary to make the
communication to the Exchange not misleading.
    While the Exchange's historical and current practice has been to
impose all of the foregoing requirements as a

matter of practice, it believes that the transparency of having these
policies stated explicitly in the Manual will be helpful.
Amendments to Sections 204.00--Notice to and Filings With the Exchange,
204.04--Business Purpose Changed, 204.13--Form or Nature of Listed
Securities Changed, 204.18--Name Change, and 204.23--Rights or
Privileges of Listed Security Changed
    The Exchange proposes to amend Sections 204.00, 204.04, 204.13,
204.18 and 204.23 to delete cross-references therein to sections of the
Manual relating to the listing application and listing agreements and
to replace such cross-references with a statement that the form of
listing application and information regarding supporting documents
required in connection with the listing application are available on
the Exchange's Web site or from the Exchange upon request.
Amendment to Section 311.01--Publicity and Notice to the Exchange of
Redemption
    The Exchange proposes to delete from the forms of listing
agreements for domestic and non-U.S. companies a provision that
requires partial redemptions of listed securities to be either pro rata
or by round lot. In lieu of those provisions, the Exchange proposes to
amend Section 311.01 to impose an identical requirement.
Amendments to Sections 501.01--Stock Certificates and 501.02--Bond
Certificates
    The Exchange proposes to delete from the forms of listing
agreements for domestic and non-U.S. companies a provision that
requires listed companies to issue new certificates for listed
securities replacing lost ones upon notification of loss of the
original certificate and receipt of proper indemnity. In lieu of those
provisions, the Exchange proposes to amend Section 501.01 to include an
identical requirement.
    The Exchange proposes to delete from the forms of listing
agreements for domestic and non-U.S. companies a provision that
provides that, in the event of the issuance of any duplicate bond to
replace a bond which has been alleged to be lost, stolen or destroyed
and the subsequent appearance of the original bond in the hands of an
innocent bondholder, either the original or the duplicate bond must be
taken up and cancelled and the issuer must deliver to such holder
another bond theretofore issued and outstanding. In lieu of those
provisions, the Exchange proposes to amend Section 501.02 to include an
identical requirement.
Section 601.00 et seq.--Services To Be Provided by Transfer Agents and
Registrars and Sections 906.01-906.03.--Agreements of Transfer Agents
and Registrars With the Exchange
    In its revised listing agreement, as described in Parts II and III
below, the Exchange has included an explicit agreement by the applicant
issuer to abide by the transfer agent and registrar requirements set
forth in Section 601.00 of the Manual et seq. In light of that
requirement in the proposed listing agreement and the explicit
requirements of Section 601.00 et seq., the Exchange proposes to no
longer require the execution of the forms of transfer agent and
registrar agreements currently set forth in Sections 906.01, 906.02 and
906.03 of the Manual. The Exchange notes that neither NASDAQ nor NYSE
MKT requires similar agreements. As described in Part V below, the
Exchange proposes to add to Section 601.01 certain requirements set
forth in the transfer agent and registrar agreements that are not
currently embodied in any other rule. In addition to deleting Sections
906.01, 906.02 and 906.03, the Exchange proposes to delete the
references to those agreements in Section 601.01 and an erroneous
reference in Section 601.01(B) to Section 906.04, which does not
exist.\9\ The Exchange proposes to delete Section 601.03 in its
entirety, as it relates solely to the forms of transfer agent and
registrar agreements which the Exchange is proposing to eliminate.
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    \9\ The reference to Section 906.04 is included as a
parenthetical after a reference to the ``Transfer Agent-Registrar
Agreement Type A'' in Section 601.01 (B) and to the ``Transfer
Agent-Registrar Agreement Type B'' in Section 601.01 (C), which are
actually included in Section 906.03. The Exchange therefore believes
that the erroneous references to Section 906.04 should have instead
referred to Section 906.03.
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Modification to Section 701.02--Listing Fees
    The Exchange proposes to modify the reference to Section 902.02 in
Section 701.02 so that it will refer to the correct current title of
Section 902.02, ``General Information on Fees.''
Amendment to Section 702.00--Original Listing Application Securities of
Other Than Debt Securities
    The Exchange proposes to amend Section 702.00 (Original Listing
Application Securities of Other than Debt Securities) to replace the
general information currently in that section with a general outline of
the listing process which will be more informative for listing
applicants.
Section 702.00 will be renamed ``Original Listing Application for
Securities of an Issuer Which Does Not at the Time of Application Have
any Other Securities Listed On the Exchange.'' The following is a
description of the listing process as set forth in Section 702.00 as
amended:
    If a company wishes to list a class of securities (including common
equity securities) but does not at the time of application have any
other class of securities listed on the Exchange, the company must
first seek a free confidential review of listing eligibility as set
forth in Section 104.00. If, upon completion of this free confidential
review, the Exchange determines that a company is eligible for listing,
the Exchange will notify that company in writing (the ``clearance
letter'') that it has been cleared to submit an original listing
application. A clearance letter is valid for nine months from its date
of issuance. If a company does not list within that nine month period
and wishes to list thereafter, the Exchange will perform another
confidential listing eligibility review as a condition to the issuance
of a new clearance letter.
    After receiving a clearance letter, a company choosing to list must
file an original listing application. The original listing application
and other required supporting documents can be found on www.nyx.com. A
company should submit drafts of the original listing application and
other required documents as far in advance as possible of the time it
seeks Exchange authorization of its application. In the case of
documents which by their nature cannot be completed until close to the
listing date, the Exchange will authorize an application upon the
condition that a company submits the supporting documents as soon as
available, but, in any event, before the listing date. Prior to the
listing date, the company's securities will be allocated to a
Designated Market Maker pursuant to the Exchange's Allocation Policy.
The company's Exchange representative will provide a copy of the
Allocation Policy to the company.
    Section 902.03 hereof requires certain categories of listing
applicants to pay an Initial Application Fee as a prior condition to
receipt of eligibility clearance. Promptly after making a determination
that a company is eligible to list but subject to payment of the
Initial Application Fee, the Exchange shall inform such company in
writing that it is entitled to receive a clearance letter upon payment
of the applicable

Initial Application Fee.\10\ Applicants that are not subject to the
Initial Application Fee will not receive any similar notification, but
rather will receive a clearance letter promptly after the Exchange has
made an eligibility determination.
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    \10\ The purpose of this notification is to assure any such
company that it will not have to pay a non-refundable Initial
Application Fee subject to any risk that it will not subsequently
receive a clearance letter.
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    In addition to applying to the Exchange, a company must, prior to
the listing date, register its securities with the SEC under the
Exchange Act (unless securities are exempt from the registration
requirement). When the Exchange approves securities for listing and
receives a company's Exchange Act registration statement, it will
certify such approval to the SEC. (See Section 702.01 (Registration
under the Securities Exchange Act of 1934).)
    The Exchange proposes to delete from the Manual Sections 702.01
(Introduction), 702.02 (Timetable for Original Listing of Securities
Other than Debt Securities), 702.03 (Submission of Listing
Application), 702.04 (Supporting Documents) and 702.05 (Printing of
Application).
    Section 702.01 describes the listing application as historically
used, which was not on a set form and required companies to provide a
narrative of the information relevant to the particular issue. The
listing application form used going forward will be in the form of a
questionnaire and the Exchange will not require the sort of narrative
that was historically included in the listing application, as this
information is typically all readily available in the company's SEC
filings, as discussed in Parts II and III below. Section 702.02 is
being eliminated because the timeline provided in that section is very
approximate and does not necessarily bear any relation to the listing
experience of any individual company. As such, the Exchange believes it
is of limited practical value.
    The Exchange proposes to eliminate Section 702.03 (Submission of
Listing Application), as the Exchange's requirements with respect to
the submission of copies of the listing application will be set forth
in detail in listing checklists posted on the Exchange's Web site. The
Exchange also proposes to delete Section 702.04 (Supporting Documents).
To the extent that the documents described in Section 702.04 continue
to be relevant to the listing process, the Exchange will request them
from issuers pursuant to the listing application checklists described
above.
    The following is the list of supporting documents required by
Section 702.04 in its current form and a discussion of whether each
individual document will continue to be required and, if not, why not:
    Signed Application: The Exchange will continue to require copies of
the signed application but will require two signed copies of the
application going forward rather than the signed copy and five
conformed copies specified in Section 702.04, as Exchange staff only
require two copies for internal record keeping purposes.
    Charter and By-Laws: The charter and by-laws will continue to be
required. The Exchange proposes to no longer require that the copies
provided be certified, as the certification is not necessary for its
review.
    Resolutions: The Exchange will continue to require copies of the
applicable board resolutions, although they will no longer need to be
certified, as certification is not necessary to the Exchange's review.
    Opinions of Counsel/Certificate of Good Standing: These documents
will continue to be required.
    Stock Distribution Schedule: The Exchange proposes to eliminate the
stock distribution schedule requirement. The stock distribution
schedule requirement is obsolete because the Exchange obtains the
distribution information it needs from the applicant's public filings
and from its transfer agent.
    Certificate of Transfer Agent/Certificate of Registrar: The
Exchange proposes to no longer require these documents, as the
information the Exchange needs about the applicant's outstanding shares
is available in its prospectus or periodic SEC reports, as well as the
report of the applicant's outstanding shares that will be required to
be delivered to the Exchange once a quarter after listing.
    Notice of Availability of Stock Certificates: The Exchange proposes
to no longer require this document as all transactions in listed
securities in the national market system are conducted electronically
through DTCC.
    Specimens of the Securities for Which Listing Application is Made:
The Exchange proposes to continue to require copies of specimen
certificates, if any.
    Public Authority Certificate: The Exchange proposes to continue to
require public authority certificates, where applicable.
    Prospectus: The Exchange does not propose to continue to require
applicants to provide copies of their final prospectuses, as they are
publicly available on the SEC's Web site.
    Financial Statements: The Exchange does not propose to continue to
require applicants to provide copies of their financial statements, as
they are included in the applicant's SEC filings which are publicly
available on the SEC's Web site.
    Adjustments to Historical Financial Data: The Exchange proposes to
continue to require companies to provide as part of their application
copies of any adjusted financial data used in connection with the
financial qualification for listing of the applicant.
    Listing Agreement: The Exchange proposes to require the applicable
form of proposed revised listing agreement as set forth elsewhere in
this filing.
    Memorandum with Respect to Unpaid Dividends, Unsettled Rights and
Record Dates: The Exchange proposes to no longer require this document,
as all of the required information is included in the proposed revised
listing application included in Exhibit 3 hereto.\11\
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    \11\ The Commission notes that Exhibit 3 is attached to the
filing, not to this Notice.
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    Registration form under the Securities Exchange Act of 1934: The
Exchange proposes to continue to require applicants to supply this
document.
    The second paragraph of Section 702.04 requires applicants to
provide required documents at least one week prior to listing or, if
this is not possible because of the nature of the document in question,
as soon as practicable thereafter, but in any event prior to the first
day of trading subject to the Exchange's conditional listing approval.
As set forth above, similar requirements will be included in Section
702.00 as amended. Section 702.00 as amended will provide that
documents should be provided to the Exchange as far in advance of when
the company seeks authorization of its application as possible.
    The Exchange proposes to delete Section 702.05 (Printing of
Application). The Exchange has not distributed printed copies of
approved listing applications for many years and, consequently, the
discussion of the printing and distribution of applications in Section
702.05 has no current relevance. The listing application in its current
form requires issuers to provide significant amounts of disclosure
about the issuer's business and financial condition and market
participants needed copies of applications to obtain access to that
information. The listing application has lost its relevance as a
disclosure document in recent decades due to the development of the
SEC's

own comprehensive disclosure system. Market participants now rely on a
company's SEC filings as a comprehensive source of information about
the applicant company and they no longer need to receive copies of a
company's listing application for that purpose.
    Section 702.06 (Registration under the Securities Exchange Act of
1934) will be renumbered as Section 702.01.
Amendment to 703.00--Subsequent Listing Applications and Debt
Securities Applications
    The Exchange proposes to amend Section 703.00 by modifying
subsections 703.01 through 703.14, each of which relates to the filing
of supplemental listing applications in different circumstances and in
relation to different types of securities. In each case, the subsection
will be amended to delete references to the form of supplemental
listing application set forth in Section 903.02 and also the lists of
documents required to be submitted in connection with the relevant
supplemental listing application. Instead, each applicable subsection
of Section 703.00 will state that the form of listing application and
information regarding supporting documents required in connection with
supplemental listing applications and debt securities applications are
available on the Exchange's Web site or from the Exchange upon request.
    Section 703.01 Part 1(A) currently states that the application must
be in the form of a memo from the company. This statement is modified
to instead provide that the applicable forms of listing applications
and information regarding supporting documents required in connection
with supplemental listing applications and debt securities applications
are available on the Exchange's Web site or from the Exchange upon
request.
    Section 703.01 Part 2(B) currently provides that four signed
typewritten copies of the supplemental listing application must be
provided to the Exchange. The Exchange currently needs only two signed
copies and its needs may change over time. Therefore the Exchange
proposes to amend this provision so that it will state that information
about the number of required copies of the application can be found on
the Exchange's Web site or will be provided by Exchange staff upon
request.
    The Exchange proposes to amend Section 703.02 Part 1(B) to remove
an obsolete reference to the Exchange's weekly bulletin, which is no
longer distributed.
    The Exchange proposes to amend a reference in Section 703.02 (part
2) (Stock Split/Stock Rights/Stock Dividend Listing Process) of the
Manual to the form of due-bill agreement as currently set forth in
Section 904.05 so that it will refer to Section 904.02 to reflect the
proposed renumbering described below.
Proposed Amendment to Section 802.01D--Other Criteria
    Section 802.01D of the Manual sets forth non-quantitative bases on
which the Exchange may make a determination to delist a company when it
deems such action to be appropriate. The Exchange proposes to add to
this section a provision explicitly providing that the Exchange may
delist a company for a breach of the terms of its listing agreement.
While Section 802.01D already provides broad discretion to the Exchange
to delist a company when its continued listing is deemed inadvisable,
the Exchange believes that a violation of the terms of a company's
listing agreement may in certain circumstances be of such a serious
nature that it should result in a delisting and that it is desirable to
make that possibility explicit in the rule.
    The Exchange also proposes to correct typographical errors in
Section 802.01D by replacing colons with semi-colons in the list of
possible defects in an audit opinion that may be a basis for delisting.
Section 901.00--Listing Agreements
    Section 901.00 sets forth the following agreements that are
required for listing on the Exchange:

901.01--Listing Agreement for Domestic Companies
901.02--Listing Agreement for Foreign Private Issuers
901.03--Listing Agreement for Depositary of a Foreign Private Issuer
901.04--For Japanese Companies--Free Share Distribution Understanding
901.05--Listing Agreement for Voting Trusts

    As the Exchange has amended the Manual over time, the forms of
listing agreements have not always been amended to reflect changes made
to the underlying listing requirements. Certain provisions of the
listing agreements also reflect practices at the Exchange and in the
securities markets generally that are no longer prevalent, such as the
transfer of physical securities in Exchange transactions rather than
the contemporary system of book entry transfer through the Depository
Trust & Clearing Corporation (``DTCC''). Consequently, there are
provisions in the listing agreements that are obsolete.
    The Exchange proposes to remove from the Manual each of the
agreements set forth in Sections 901.01 through 901.05. Revised
versions of the agreements will be posted on the Exchange's Web site.
These revised versions will be streamlined to remove obsolete
provisions and those provisions that are duplicative of requirements
included elsewhere in the Manual. The Exchange believes that this
approach is consistent with the practice of other national securities
exchanges, including NASDAQ and NYSE MKT.
    The Exchange's proposed approach to each item included in the
current forms of listing agreements for domestic companies and foreign
private issuers in Sections 901.01 and 901.02 is set out in Parts II
and III below.
    The Exchange proposes to delete from the Manual each of the listing
agreement for the depositary of a foreign private issuer set forth in
Section 901.03, the Free Share Distribution Agreement for Japanese
companies in Section 901.04 and the Listing Agreement for Voting Trusts
set forth in Section 901.05. However, the current forms of those
agreements, as currently set forth in Sections 901.03, 901.04 and
901.05, will be available on the Exchange's Web site at www.nyx.com and
will continue to be used where applicable.
Section 902.01--Listed Securities Fee Agreement
    The Exchange proposes to eliminate the Listing Securities Fee
Agreement as an agreement to pay all applicable fees is included as
part of the proposed amended listing agreement. Accordingly Section
902.01 of the Manual will be deleted in its entirety.
Section 903.00--Listing Applications
    The Exchange proposes to delete from the Manual the form of
original listing application contained in Section 903.01 and the form
of supplemental listing application contained in Section 903.02.
Accordingly, Sections 903.01 and 903.02 will be deleted from the Manual
in their entirety. In addition, Section 903.00, which provides a
summary of the current contents of Sections 903.01 and 903.02, will be
deleted in its entirety. A revised form of the original listing
application and the existing forms of the supplemental listing
applications for various types of issuance as currently set forth in
Section 903.02 (which are not being revised at this time) will be
provided on the Exchange's Web site. A fuller discussion of the
proposed changes to the form of original listing application is
included in Part IV below.

Section 904.00--Other Forms
    The Exchange proposes to delete from the Manual Sections 904.01
(Stock Distribution Schedule) and 904.02 (Unpaid Dividends, Unsettled
Rights, and Record Dates--Memorandum). Section 904.03 (``Due Bill''
Form Letter) will be renumbered as Section 904.01. Section 904.04
(Foreign Currency Warrants and Currency Index Warrants and Stock Index
Warrants Membership Circular) will be renumbered as Section 904.02.
    The Stock Distribution Schedule in Section 904.01 is obsolete
because the Exchange obtains the distribution information it needs from
the company's transfer agent. The Exchange notes that the only
information it needs for purposes of determining the company's
compliance with Exchange distribution requirements is the number of
round lot holders. Information about how many holders there are of
different ranges of numbers of shares, the 10 largest holdings, and the
geographical distribution of stockholders, is not relevant to any
Exchange listing requirement.
    The Exchange proposes to require applicants to provide in the
revised form of original listing application the information required
by the memorandum currently set forth in Section 904.02.\12\
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    \12\ See Section II.A of the proposed form of listing
application set forth in Exhibit 3 hereto.
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II. Listing Agreement for Domestic Companies
    The following sets forth each of the requirements included in the
current form of listing agreement for domestic companies currently set
forth in Section 901.01 of the Manual and the Exchange's proposed
approach to each item upon adoption of its new form of listing
agreement. Also set forth are the requirements that would be in the
proposed amended listing agreement for domestic companies.
Section I
    1. The Corporation will promptly notify the Exchange of any change
in the general character or nature of its business.
     The Exchange proposes to delete this requirement as it is
identical to Section 204.19 of the Manual.
    2. The Corporation will promptly notify the Exchange of any changes
of officers or directors.
     The Exchange proposes to delete this requirement as it is
identical to Section 204.10 of the Manual.
    3. The Corporation will promptly notify the Exchange in the event
that it or any company controlled by it shall dispose of any property
or of any stock interest in any of its subsidiary or controlled
companies, if such disposal will materially affect the financial
position of the Corporation or the nature or extent of its operations.
     The Exchange proposes to delete this requirement as it is
identical to Section 204.11 of the Manual.
    4. The Corporation will promptly notify the Exchange of any change
in, or removal of, collateral deposited under any mortgage or trust
indenture, under which securities of the Corporation listed on the
Exchange have been issued.
     The Exchange proposes to delete this requirement as it is
identical to Section 204.07 of the Manual.
    5. The Corporation will:
    a. File with the Exchange four copies of all material mailed by the
Corporation to its stockholders with respect to any amendment or
proposed amendment to its Certificate of Incorporation.
     Section 204.00(B) of the Manual requires companies to
promptly provide to the Exchange one hard copy of any notice to
shareholders with respect to any proposed amendments to the company's
charter, as well as a certified copy of the amended charter along with
a letter of transmittal indicating the sections amended since the
previous filing of amendments or amended documents, following the date
that such notice is given or the charter is amended. Section 204.00(B)
requires companies to follow a similar procedure with respect to
resolutions of the Board of Directors, or any certificate or other
document, having the effect of an amendment to the charter or by-laws.
The requirements of Section 204.00(B) serve the Exchange's needs with
respect to charter amendments, in particular because all material used
in soliciting shareholders' votes in connection with any charter
amendment must be filed with the SEC and are readily accessible by the
NYSE's staff on the SEC Web site. In addition, Section 402.01 of the
Manual requires listed companies to file with the Exchange six
definitive copies of the proxy material (together with proxy card) not
later than the date on which such material is sent, or given, to any
security holders. The Exchange notes that compliance with Section
402.01 fulfills the company's obligation under Exchange Act Rule 14a-
6(c) to file with the Exchange three copies of all materials mailed to
shareholders in connection with a proxy solicitation. Consequently, the
Exchange proposes to eliminate this section of the listing agreement.
    b. File with the Exchange a copy of any amendment to its
Certificate of Incorporation, or resolution of Directors in the nature
of an amendment, certified by the Secretary of the state of
incorporation, as soon as such amendment or resolution shall have been
filed in the appropriate state office.
     Section 204.00(B) of the Manual requires companies to
provide to the Exchange a certified copy of the amended charter.
Consequently, the Exchange proposes to eliminate this section of the
listing agreement.
    c. File with the Exchange a copy of any amendment to its By-Laws,
certified by a duly authorized officer of the Corporation, as soon as
such amendment shall have become effective.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 204.00(B) of the Manual, which requires
companies to file with the Exchange copies of any amendments to their
by-laws.
    6. The Corporation will disclose in its annual report to
shareholders, for the year covered by the report: (1) The number of
shares of its stock issuable under outstanding options at the beginning
of the year; separate totals of changes in the number of shares of its
stock under option resulting from issuance, exercise, expiration or
cancellation of options; and the number of shares issuable under
outstanding options at the close of the year, (2) the number of
unoptioned shares available at the beginning and at the close of the
year for the granting of options under an option plan, and (3) any
changes in the exercise price of outstanding options, through
cancellation and reissuance or otherwise, except price changes
resulting from the normal operation of anti-dilution provisions of the
options.
     The Exchange proposes to delete this section, as the SEC
previously approved the elimination of a similar requirement in Section
703.09 of the Manual on the basis that the SEC's own rules provided for
comprehensive disclosure regarding options.\13\
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    \13\ See Securities Exchange Act Release No. 54344 (August 21,
2006), 71 FR 51260 (August 29, 2006) (SR-NYSE-2005-68).
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    7. The Corporation will report to the Exchange, within ten days
after the close of a fiscal quarter, in the event any previously issued
shares of any stock of the Corporation listed on the Exchange have been
reacquired or disposed of, directly or indirectly, for the account of
the Corporation during such fiscal quarter, such report showing
separate totals for acquisitions and dispositions and the number of
shares of such stock so held by it at the end of such quarter.

     The Exchange proposes to delete this requirement as it is
identical to Section 204.25 of the Manual.
    8. The Corporation will promptly notify the Exchange of all facts
relating to the purchase, direct or indirect, of any of its securities
listed on the Exchange at a price in excess of the market price of such
security prevailing on the Exchange at the time of such purchase.
     Exchange rules have not prohibited off-board trading for
many years. NYSE Regulation, Inc. (``NYSE Regulation'') conducts a
variety of surveillances based on trading on the NYSE to detect
potentially manipulative trading activity in Exchange listed
securities, as well as other violative activity. NYSE Regulation
investigates alerts triggered by its surveillances and, if warranted,
either (i) initiates regulatory action against the responsible member
or member organization or (ii) refers to the matter to the SEC if the
responsible market participant is not subject to the Exchange's
jurisdiction. It is our understanding that other market centers that
offer trading in NYSE listed securities pursuant to unlisted trading
privileges also conduct surveillance of trading on their markets. NYSE
Regulation relies on its regulatory surveillance program to monitor
trading in listed securities, rather than on reporting by the companies
themselves, and believes that its surveillance program is adequate for
that purpose. Of course, any complaints or inquiries by listed
companies or others are thoroughly investigated by NYSE Regulation,
which takes action if violative activity is identified. In addition,
Regulation NMS and the order protection rules of the Exchange and other
market centers are designed to assure that orders are not executed
outside the prevailing market, subject to certain exceptions. With
respect to a listed company's purchases of its own securities, SEC Rule
10b-18 provides a safe harbor for such purchases that meet the
conditions set forth in that rule and companies are required to report
all purchases of their own securities pursuant to Item 703 of
Regulation S-K.
    Consequently, the Exchange has for some time not required companies
to comply with the requirement to inform the Exchange about any share
purchases at prices in excess of the market price on the Exchange and
therefore proposes to delete this provision, as the Exchange believes
that the regulatory concerns originally underpinning this requirement
are now more appropriately addressed through its regulatory
surveillance program and SEC rules and reporting requirements.
    9. The Corporation will not select any of its securities listed on
the Exchange for redemption otherwise than by lot or pro rata, and will
not set a redemption date earlier than fifteen days after the date
corporate action is taken to authorize the redemption.
     The Exchange proposes to delete this requirement. The
fifteen days [sic] notice of a date set for partial redemptions is
included in Sections 204.22 and 311.01 of the Manual. The Exchange
proposes to amend Section 311.01 to include the requirement that
redemptions of listed securities must be pro rata or by lot.
    10. The Corporation will promptly notify the Exchange of any
corporate action which will result in the redemption, cancellation or
retirement, in whole or in part, of any of its securities listed on the
Exchange, and will notify the Exchange as soon as the Corporation has
notice of any other action which will result in any such redemption,
cancellation or retirement.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 204.22 of the Manual.
    11. The Corporation will promptly notify the Exchange of action
taken to fix a stockholders' record date, or to close the transfer
books, for any purpose, and will take such action at such time as will
permit giving the Exchange at least ten days' notice in advance of such
record date or closing of the books.
     The Exchange proposes to delete this requirement as it is
duplicative of the notice requirements contained in Sections 204.06,
204.17, 204.21 and 401.02 of the Manual. The Exchange notes that it
reminds listed companies of its notice requirements in a letter sent
annually to all listed companies and that the notice requirements are
also included in the ``Guide to Requirements for Submitting Data to the
Exchange'' which is included as part of the introductory material in
the Manual.
    12. In case the securities to be listed are in temporary form, the
Corporation agrees to order permanent engraved securities within thirty
days after the date of listing.
     The Exchange proposes to delete this provision, as all
securities traded through the facilities of the Exchange are now traded
electronically, so requirements with respect to securities certificates
are no longer relevant.
    13. The Corporation will furnish to the Exchange on demand such
information concerning the Corporation as the Exchange may reasonably
require.
     The Exchange proposes to retain this provision in its
revised form of listing agreement and in proposed new Section 107.04.
    14. The Corporation will not make any change in the form or nature
of any of its securities listed on the Exchange, nor in the rights or
privileges of the holders thereof, without having given twenty days'
prior notice to the Exchange of the proposed change, and having made
application for the listing of the securities as changed if the
Exchange shall so require.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 204.13 of the Manual.
    15. The Corporation will make available to the Exchange, upon
request, the names of member firms of the Exchange which are registered
owners of stock of the Corporation listed on the Exchange if at any
time the need for such stock for loaning purposes on the Exchange
should develop, and in addition, if found necessary, will use its best
efforts with any known large holders to make reasonable amounts of such
stock available for such purposes in accordance with the rules of the
Exchange.
     The Exchange proposes to delete this requirement, as it is
not reflective of current Exchange practices.
    16. The Corporation will promptly notify the Exchange of any
diminution in the supply of stock available for the market occasioned
by deposit of stock under voting trust agreements or other deposit
agreements, if knowledge of any such actual or proposed deposits should
come to the official attention of the officers or directors of the
Corporation.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 204.09 of the Manual.
    17. The Corporation will make application to the Exchange for the
listing of additional amounts of securities listed on the Exchange
sufficiently prior to the issuance thereof to permit action in due
course upon such application.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 703.01 Part 2 of the Manual.
Section II
    1. The Corporation will publish at least once a year and submit to
its stockholders at least fifteen days in advance of the annual meeting
of such stockholders and not later than three months after the close of
the last preceding fiscal year of the Corporation a balance sheet as of
the end of such fiscal year, and a surplus and income statement for
such fiscal year of the Corporation as a separate corporate

entity and of each corporation in which it holds directly or indirectly
a majority of the equity stock; or in lieu thereof, eliminating all
intercompany transactions, a consolidated balance sheet of the
Corporation and its subsidiaries as of the end of its last previous
fiscal year, and a consolidated surplus statement and a consolidated
income statement of the Corporation and its subsidiaries for such
fiscal year. If any such consolidated statement shall exclude
corporations a majority of whose equity stock is owned directly or
indirectly by the Corporation:
    (a) the caption of, or a note to, such statement will show the
degree of consolidation; b) the consolidated income account will
reflect, either in a footnote or otherwise, the parent company's
proportion of the sum of, or difference between, current earnings or
losses and the dividends of such unconsolidated subsidiaries for the
period of the report; and (c) the consolidated balance sheet will
reflect, either in a footnote or otherwise, the extent to which the
equity of the parent company in such subsidiaries has been increased or
diminished since the date of acquisition as a result of profits, losses
and distributions.
    Appropriate reserves, in accordance with good accounting practice,
will be made against profits arising out of all transactions with
unconsolidated subsidiaries in either parent company statements or
consolidated statements.
    Such statements will reflect the existence of any default in
interest, cumulative dividend requirements, sinking fund or redemption
fund requirements of the Corporation and of any controlled corporation,
whether consolidated or unconsolidated.
     The Exchange proposes to delete this provision, as it is
duplicative in some respects of SEC rules requiring the annual filing
of financial statements as part of the company's annual report on Form
10-K, 20-F, 40-F or NCSR filed with the SEC and the requirement of the
SEC's proxy rules, applicable to domestic Exchange-listed companies,
that when an issuer is soliciting proxies for its annual shareholders
meeting, the issuer must distribute an annual report including its
annual financial statements to shareholders, or notifies shareholders
where such information may be accessed on the internet, in connection
with proxy solicitation, at the same time as or prior to distribution
of the proxy statement.\14\ The Exchange notes that Section 203.01 of
the Manual requires listed companies that are required to file with the
SEC an annual report including audited financial statements (i.e., an
annual report on Form 10-K, 20-F, 40-F or NCSR) to simultaneously make
such annual report available on or through the company's Web site and
to undertake to provide, upon request, a hard copy of its audited
financial statements free of charge. The Exchange also notes that
Section 802.01E of the Manual requires the delisting of any listed
Company that fails to file its annual report within a compliance period
determined by the Exchange, but in no event longer than 12 months from
the original filing due date.
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    \14\ See Securities Exchange Act Rule 14C-3.
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    For foreign private issuers, eliminating this requirement is a
substantive change. However, the SEC's proxy rules are not applicable
to foreign private issuers and, in conformity with that position, the
NYSE does not intend to impose such requirements itself.
    2. All financial statements contained in annual reports of the
Corporation to its stockholders will be audited by independent public
accountants qualified under the laws of some state or country, and will
be accompanied by a copy of the certificate made by them with respect
to their audit of such statements showing the scope of such audit and
the qualifications, if any, with respect thereto.
    The Corporation will promptly notify the Exchange if it changes its
independent public accountants regularly auditing the books and
accounts of the Corporation.
     The Exchange proposes to eliminate the first paragraph
above as it is duplicative of the SEC's requirements with respect to
Form 10-K and Section 107.02 of the Manual. The Exchange proposes to
delete the second paragraph above, as it is duplicative of the
requirement to file a Form 8-K (under Item 4.01 of Form 8-K) when a
company's auditor resigns or is dismissed. The Exchange monitors the
SEC filings of listed companies and would promptly become aware of the
filing of a Form 8-K reporting a change of auditors.
    3. All financial statements contained in annual reports of the
Corporation to its stockholders shall be in the same form as the
corresponding statements contained in the listing application in
connection with which this Listing Agreement is made, and shall
disclose any substantial items of unusual or non-recurrent nature.
     The Exchange proposes to delete this requirement, as the
form of companies' annual financial statements is dictated by the SEC's
Form 10-K requirements rather than Exchange rules. The Exchange notes
that an identical provision was previously deleted from Section 203.01
of the Manual.
    4. The Corporation will publish quarterly statements of earnings on
the basis of the same degree of consolidation as in the annual report.
Such statements will disclose any substantial items of unusual or non-
recurrent nature and will show either net income before and after
federal income taxes or net income and the amount of federal income
taxes.
     The Exchange proposes to replace this requirement with a
requirement that companies file quarterly financial information on Form
10-Q. The Exchange notes that Section 802.01E of the Manual, which
describes the compliance and delisting provisions for companies that
are late in filing their annual reports with the SEC, does not subject
companies to delisting if they are late in filing a Form 10-Q. The
Exchange does not currently delist companies as a consequence of a
failure to file a Form 10-Q on a timely basis, although the Exchange
has discussed with the SEC the establishment of such a requirement in
connection with a proposed harmonization of the late filer rules of all
of the national securities exchanges that list equity securities.
However, the Exchange will (as has always been the case) consider a
company's failure to timely file its Form 10-Qs as part of its ongoing
review of whether a company is suitable for continued listing.
    5. The Corporation will not make, nor will it permit any subsidiary
directly or indirectly controlled by it to make, any substantial
charges against capital surplus, without notifying the Exchange. If so
requested by the Exchange, the Corporation will submit such charges to
stockholders for approval or ratification.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 204.05 of the Manual.
    6. The Corporation will not make any substantial change, nor will
it permit any subsidiary directly or indirectly controlled by it to
make any substantial change, in accounting methods, in policies as to
depreciation and depletion or in bases of valuation of inventories or
other assets, without notifying the Exchange and disclosing the effect
of any such change in its next succeeding interim and annual report to
its stockholders.
     The Exchange proposes to delete this requirement, as
companies are required by SEC rules to disclose in their periodic
reports on Form 10-K and 10-Q any changes in accounting

methods and any effect of such changes on the company's financial
statements.
    7. The Corporation will maintain an audit committee in conformity
with Exchange requirements.
     The Exchange proposes to delete this provision, as it is
duplicative of Sections 303A.06 and 303A.07 of the Manual, which
require listed companies to have an audit committee in compliance with
Exchange rules and SEC Rule 10A-3.
Section III
    1. The Corporation will maintain, in accordance with the
requirements of the Exchange:
    a. An office or agency where the principal of and interest on all
bonds of the Corporation listed on the Exchange shall be payable and
where any such bonds which are registerable as to principal or interest
may be registered.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 601.00(B) of the Manual.
    b. An office or agency where:
    (1) All stock of the Corporation listed on the Exchange shall be
transferable.
    (2) Checks for dividends and other payments with respect to stock
listed on the Exchange may be presented for immediate payment.
    (3) A security listed on the Exchange which is convertible will be
accepted for conversion.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 601.00(A) of the Manual.
    c. A registrar where stock of the Corporation listed on the
Exchange shall be registerable. Such registrar shall be a bank or trust
company not acting as transfer agent for the same security.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01 of the Manual. The Exchange notes that--
contrary to this provision in the listing agreement--Section 601.01(B)
of the Manual permits a transfer agent to act in a dual capacity as
registrar.
    2. The Corporation will not appoint a transfer agent, registrar or
fiscal agent of, nor a trustee under a mortgage or other instrument
relating to, any security of the Corporation listed on the Exchange
without prior notice to the Exchange, and the Corporation will not
appoint a registrar for its stock listed on the Exchange unless such
registrar, at the time of its appointment becoming effective, is
qualified with the Exchange as a registrar for securities listed on the
Exchange, nor will the Corporation select an officer or director of the
Corporation as a trustee under a mortgage or other instrument relating
to a security of the Corporation listed on the Exchange.
     The Exchange proposes to delete this provision, because
the requirements with respect to the appointment of transfer agents and
registrars are set forth in Section 601.01 of the Manual and the
requirements with respect to trustees are set forth in Section 603.01--
603.04 of the Manual.
    3. The Corporation will have on hand at all times a sufficient
supply of certificates to meet the demands for transfer. If at any time
the stock certificates of the Corporation do not recite the preferences
of all classes of its stock, it will furnish to its stockholders, upon
request and without charge, a printed copy of preferences of all
classes of such stock.
     The Exchange proposes to delete the foregoing provision.
The Exchange believes that the requirement that a company must have
sufficient certificates available for transfer is anachronistic in
light of the fact that (i) all trading in securities through the
facilities of the Exchange is electronic, (ii) Section 501.00 of the
Manual requires all listed securities to be DRS eligible, and (iii)
some companies have moved to complete dematerialization. Section 501.01
of the Manual requires that a statement of the rights and preferences
of authorized classes or series of stock be readily available to
shareholders, so the second sentence of the above provision is
duplicative of that requirement.
    4. The Corporation will publish immediately to the holders of any
of its securities listed on the Exchange any action taken by the
Corporation with respect to dividends or to the allotment of rights to
subscribe or to any rights or benefits pertaining to the ownership of
its securities listed on the Exchange; and will give prompt notice to
the Exchange of any such action; and will afford the holders of its
securities listed on the Exchange a proper period within which to
record their interests and to exercise their rights; and will issue all
such rights or benefits in form approved by the Exchange.
     Section 202.05 of the Manual requires a listed company to
release quickly to the public any news or information which might
reasonably be expected to materially affect the market for its
securities. Section 202.06 of the Manual specifies that information
that should be published immediately via a press release or other
Regulation FD compliant method would include dividend announcements,
tender offers and stock splits. In addition, the material news events
listed in Section 202.06 are intended to be illustrative rather than a
complete list of instances where a news release is required. It is the
Exchange's position that any corporate action that represents a
material benefit to the company's shareholders should be publicized as
required by Section 202.06, including but not limited to the benefits
to shareholders specifically identified in Section 202.06. The Exchange
proposes to delete this requirement as the Exchange's requirements with
respect to dividends and other rights are set forth in Section 204.12
of the Manual.
    5. The Corporation will solicit proxies for all meetings of
stockholders.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 402.04 of the Manual.
    6. The Corporation will issue new certificates for securities
listed on the Exchange replacing lost ones forthwith upon notification
of loss and receipt of proper indemnity. In the event of the issuance
of any duplicate bond to replace a bond which has been alleged to be
lost, stolen or destroyed and the subsequent appearance of the original
bond in the hands of an innocent bondholder, either the original or the
duplicate bond will be taken up and cancelled and the Corporation will
deliver to such holder another bond theretofore issued and outstanding.
     The Exchange proposes to delete this provision from the
listing agreement. The provision in the first sentence will be added as
an amendment to Section 501.01 of the Manual and the provision in the
second sentence will be added as an amendment to Section 501.02 of the
Manual.
    7. The Corporation will pay when due any applicable Listing Fees
established from time to time by the Exchange.
     The Exchange intends to retain this provision.
Amended Listing Agreement for Domestic Companies
    The following are the requirements that would be set forth in the
proposed amended listing agreement for domestic companies:
    1. The applicant certifies that it understands and agrees to comply
with all current and future rules, listing standards, procedures and
policies of the Exchange as they may be amended from time to time.
    2. The applicant agrees to promptly notify the Exchange in writing
of any corporate action or other event which will cause the applicant
to cease to be in compliance with Exchange listing requirements.
    3. The applicant understands that the Exchange may remove its
securities

from listing and trading on the Exchange, pursuant to applicable
procedures, if it fails to meet one or more requirements of Paragraphs
1-2.
    4. The applicant understands that if an exception to any of the
provisions of any of the Exchange rules has been granted by the
Exchange, such exception shall, during the time it is in effect,
supersede any conflicting provision of the listing agreement.
    5. The applicant agrees to list on the Exchange all subsequent
amounts of the securit(y/ies) to be listed which may be issued or
authorized for issuance.
    6. The applicant agrees to furnish to the Exchange on demand such
information concerning the applicant as the Exchange may reasonably
request.
    7. For purposes of publicity related to the applicant's listing on
the Exchange, the applicant authorizes the Exchange to use the
applicant's corporate logos, Web site address, trade names, and trade/
service marks in order to convey quotation information, transactional
reporting information and any other information related to the
applicant's listing on the Exchange.
    8. The applicant indemnifies the Exchange and holds it harmless
from any third party rights and/or claims arising out of the Exchange's
or any of its affiliates use of the applicant's corporate logos, Web
site address, trade names, trade/service marks and/or the trading
symbol used by the applicant.
    9. The applicant will maintain a transfer agent and a registrar, as
necessary, which satisfy the applicable requirements set forth in
Section 601.00 et seq. of the Manual.
    10. The applicant agrees to pay, when due, all fees associated with
its listing of securities on the Exchange, in accordance with the
Exchange's rules.
    11. The applicant agrees to file all required periodic financial
reports with the SEC, including annual reports and, where applicable,
quarterly or semi-annual reports, by the due dates established by the
SEC.
    12. The applicant agrees to comply with all requirements under the
federal securities laws and applicable SEC rules.
    13. Nothing contained in or inferred from the listing agreement
shall be construed as constituting the applicant's contract for the
continued listing of the applicant's securities on the Exchange. The
applicant understands that the Exchange may, consistent with applicable
laws and SEC rules, suspend its securities with or without prior notice
to the applicant, upon failure of the applicant to comply with any one
or more sections of the listing agreement, or when, in its sole
discretion, the Exchange shall determine that such suspension of
dealings is in the public interest or otherwise warranted.
III. Listing Agreement for Foreign Private Issuers
    The following sets forth each of the requirements included in the
current form of listing agreement for foreign private issuers currently
set forth in Section 901.02 of the Manual and the Exchange's proposed
approach to each item upon adoption of its new form of listing
agreement for foreign private issuers, which in many cases refer to the
corresponding provision of the amended listing agreement for domestic
companies as described in Part II hereof. Also set forth are the
requirements that would be in the proposed amended listing agreement
for domestic companies.
Section I
    1. The Corporation will promptly notify the Exchange of any change
in the general character or nature of its business.
     See response for same provision in Section I.1 of the
listing agreement for domestic companies.
    2. The Corporation will promptly notify the Exchange of any changes
of officers or directors.
     See response for same provision in Section I.2 of the
listing agreement for domestic companies.
    3. The Corporation will promptly notify the Exchange in the event
that it or any company controlled by it shall dispose of any property
or of any stock interest in any of its subsidiary or controlled
companies, if such disposal will materially affect the financial
position of the Corporation or the nature or extent of its operations.
     See response for same provision in Section I.3 of the
listing agreement for domestic companies.
    4. The Corporation will promptly notify the Exchange of any change
in, or removal of, collateral deposited under any mortgage or trust
indenture, under which securities of the Corporation listed on the
Exchange have been issued.
     See response for same provision in Section I.4 of the
listing agreement for domestic companies.
    5. The Corporation will:
    a. File with the Exchange four copies (including translations) of
all material mailed by the Corporation to its stockholders with respect
to any amendment or proposed amendments to its Certificate of
Incorporation.
     See response for same provision in Section I.5. a of the
listing agreement for domestic companies.
    b. File with the Exchange a duly certified copy (including
translation) of any amendment to its Certificate of Incorporation, or
resolutions of Directors in the nature of an amendment, as soon as such
amendment or resolution shall have become effective.
     See response for same provision in Section I.5.b of the
listing agreement for domestic companies.
    c. File with the Exchange a duly certified copy (including
translation) of any amendment to its By-Laws as soon as such amendment
shall have become effective.
     See response for same provision in Section I.5.c of the
listing agreement for domestic companies.
    6. The Corporation will disclose in its annual report to
stockholders, for the year covered by the report, (a) the number of
shares of its stock issuable under outstanding options at the beginning
of the year; separate totals of changes in the number of shares of its
stock under option resulting from issuance, exercise, expiration or
cancellation of options; and the number of shares of its stock issuable
under outstanding options at the close of the year; (b) the number of
unoptioned shares of its stock available at the beginning and at the
close of the year for the granting of options under an option plan; and
(c) any changes in the exercise price of outstanding options, through
cancellation and reissuance or otherwise, except price changes
resulting from the normal operation of anti-dilution provisions of the
options.
     The Exchange proposes to delete this section, as the SEC
previously approved the elimination of a similar provision in Section
703.09 of the Manual.
    7. The Corporation will promptly notify the Exchange of all facts
relating to the purchase, direct or indirect, of any of its ----------
-- listed on the Exchange at a price in excess of the market price of
such security prevailing on the Exchange at the time of such purchase.
     See response for same provision in Section I.8 of the
listing agreement for domestic companies. Consequently, the Exchange
purposes to delete the requirement that listed companies must inform it
about any share purchases at prices in excess of the market price on
the Exchange, as it believes that the regulatory concerns originally
underpinning this requirement are now more appropriately addressed
through its regulatory surveillance program, and SEC rules and
reporting requirements.
    8. The Corporation will not select any of its securities listed on
the Exchange

for redemption otherwise than by lot or pro rata, and will not set a
redemption date earlier than fifteen days after the date corporate
action is taken to authorize the redemption.
     See response for same provision in Section I.9 of the
listing agreement for domestic companies.
    9. The Corporation will promptly notify the Exchange of any
corporate action which will result in the redemption or retirement, in
whole or in part, of any of its bonds listed on the Exchange, and will
notify the Exchange as soon as the Corporation has notice of any other
action which will result in any such redemption or retirement.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 204.22 of the Manual.
    10. The Corporation will promptly notify the Exchange of action
taken to fix a stockholders' record date, or to close the transfer
books, for any purpose and will take such action at such time as will
permit giving the Exchange at least ten days' notice in advance of such
record date or closing of the books.
     See response for same provision in Section I.11 of the
listing agreement for domestic companies.
    11. In case the securities to be listed are in temporary form, the
Corporation agrees to order permanent engraved securities within thirty
days after the date of listing.
     See response for same provision in Section I.12 of the
listing agreement for domestic companies.
    12. The Corporation will furnish to the Exchange on demand such
information concerning the Corporation as the Exchange may reasonably
require.
     See response for same provision in Section I.13 of the
listing agreement for domestic companies.
    13. The Corporation will not make any changes in the form or nature
of any of its bonds listed on the Exchange, nor in the rights or
privileges of the holders thereof, without having given twenty days'
prior notice to the Exchange of the proposed change, and having made
application for the listing of the bonds as changed if the Exchange
shall so require.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 204.13 of the Manual.
    14. The Corporation will promptly notify the Exchange of any
diminution in the supply of ------------ available for the market
occasioned by the deposit of such ------------ under voting trust
agreements or other deposit agreements, if knowledge of any such actual
or proposed deposits should come to the official attention of the
officers or directors of the Corporation.
     The Exchange proposes to delete this provision as it is
duplicative of Section 204.09 of the Manual.
    15. The Corporation will make application to the Exchange for the
listing of additional amounts of securities listed on the Exchange
sufficiently prior to the issuance thereof to permit action in due
course upon such application.
     See response for same provision in Section I.17 of the
listing agreement for domestic companies.
    Section II
    1. The Corporation will publish at least once a year and submit to
the record holders of ---------- (hereinafter called the ``Holders''),
at least fifteen days in advance of the annual meeting of stockholders
and not later than three months after the close of the last preceding
fiscal year of the Corporation a balance sheet as of the end of such
fiscal year, and a surplus and income statement for such fiscal year of
the Corporation as a separate corporate entity and of each corporation
in which it holds directly or indirectly a majority of the equity
stock; or in lieu thereof, eliminating all inter-company transactions,
a consolidated balance sheet of the Corporation and its subsidiaries as
of the end of its last previous fiscal year, and a consolidated surplus
statement and a consolidated income statement of the Corporation and
its subsidiaries for such fiscal year. If any such consolidated
statement shall exclude corporations a majority of whose equity stock
is owned directly or indirectly by the Corporation: (a) The caption of,
or a note to, such statement will show the degree of consolidation; (b)
the consolidated income account will reflect, either in a footnote or
otherwise, the parent company's proportion of the sum of, or difference
between, current earnings or losses and the dividends of such
unconsolidated subsidiaries for the period of the report; and (c) the
consolidated balance sheet will reflect, either in a footnote or
otherwise, the extent to which the equity of the parent company in such
subsidiaries has been increased or diminished since the date of
acquisition as a result of profits, losses and distributions.
    Appropriate reserves, in accordance with good accounting practice,
will be made against profits arising out of all transactions with
unconsolidated subsidiaries in either parent company statements or
consolidated statements.
    Such statements will reflect the existence of any default in
interest, cumulative dividend requirements, sinking fund or redemption
fund requirements of the Corporation and of any controlled corporation,
whether consolidated or unconsolidated.
     The Exchange proposes to delete this provision, as it is
duplicative of SEC rules requiring the annual filing of financial
statements as part of the company's annual report on Form 10-K, 20-F,
40-F or NCSR filed with the SEC. The Exchange also notes that Section
203.01 of the Manual requires listed companies that are required to
file with the SEC an annual report including audited financial
statements (i.e., an annual report on Form 10-K, 20-F, 40-F or NCSR) to
simultaneously make such annual report available on or through the
company's Web site and to undertake to provide, upon request, a hard
copy of its audited financial statements free of charge. The Exchange
also notes that Section 802.01E of the Manual requires the delisting of
any listed Company that fails to file its annual report within a
compliance period determined by the Exchange, but in no event longer
than 12 months from the original filing due date.
    2. All financial statements contained in annual reports of the
Corporation to Holders will be audited by independent public
accountants qualified under the laws of ------------, and will be
accompanied by a copy of the certificate made by such firm with respect
to its audit of such statements showing the scope of such audit and the
qualifications, if any, with respect thereto.
    The Corporation will promptly notify the Exchange if it changes its
independent public accountants regularly auditing the books and
accounts of the Corporation.
     See response for same provision in Section I.1 of the
listing agreement for domestic companies.
    3. All financial statements contained in annual reports of the
Corporation to Holders shall be in the same form as the corresponding
statements contained in the listing application in connection with
which this Listing Agreement is made, and shall disclose any
substantial items of unusual or non-recurrent nature.
     The Exchange proposes to delete this requirement, as the
form of companies' annual financial statements is dictated by the SEC's
Form 20-F requirements rather than Exchange rules. The Exchange notes
that an identical provision was previously deleted from Section 203.01
of the Manual.
    4. The Corporation will publish quarterly statements of earnings on
the basis of the same degree of consolidation as in the annual report
to Holders. Such statements will disclose

any substantial items of unusual or non-recurrent nature and will show
either net income before and after income taxes or net income and the
amount of income taxes.
     The Exchange proposes to delete this provision as it is
inconsistent with Section 103.00 of the Manual, which permits foreign
private issuers to provide interim earnings reports on a basis
consistent with the company's home country laws and practice.
    5. The Corporation will not make any substantial charges, nor will
it permit any subsidiary directly or indirectly controlled by it to
make any substantial charges, against capital surplus without notifying
the Exchange. If so requested by the Exchange, the Corporation will
submit such charges to stockholders for approval or ratification.
     The Exchange proposes to delete this requirement as it is
duplicative of Section 204.05 of the Manual.
    6. The Corporation will not make any substantial change, nor will
it permit any subsidiary directly or indirectly controlled by it to
make any substantial change, in accounting methods, in policies as to
depreciation and depletion or in bases of valuation of inventories or
other assets, without notifying the Exchange and disclosing the effect
of any such change in its next succeeding interim and annual report to
its Holders.
     The Exchange proposes to delete this requirement, as
foreign private issuers are required by SEC rules to disclose in their
annual reports on Form 20-F any changes in accounting methods and their
effect on the company's financial statements.
    Section III
    1. The Corporation will ensure that ------------ (hereinafter
called the ``Depositary''), as Depositary under the Deposit Agreement,
dated as of ------------ (hereinafter called the ``Deposit
Agreement''), and any succeeding or additional depositary, will have on
hand at all times a sufficient supply of ------------ to meet the
demands for transfer. If at any time the Corporation issues securities
which do not recite the preferences of all classes of its stock, the
Corporation will furnish the Depositary with the information necessary
to furnish Holders, upon request and without charge, a printed copy of
preferences of all classes of such stock.
     See response for related provision in Section III.3 of the
listing agreement for domestic companies.
    2. The Corporation will immediately publish to its stockholders and
enable the Depositary to publish to Holders any action taken by the
Corporation with respect to dividends or to the allotment of rights to
subscribe or to any rights or benefits pertaining to the ownership of
its ------------ listed on the Exchange; and will give prompt notice to
the Exchange of any such action; and will afford its stockholders a
proper period within which to record their interests and to exercise
their rights. The Corporation will also take such steps as may be
necessary to enable the Depositary, in accordance with the terms of the
Deposit Agreement, to (a) make all such rights or benefits available to
Holders; (b) provide Holders a proper period within which to record
their interests and to exercise their rights; and (c) issue all such
rights or benefits in form approved by the Exchange.
     Section 202.05 of the Manual requires a listed company to
release quickly to the public any news or information which might
reasonably be expected to materially affect the market for its
securities. Section 202.06 specifies that, while foreign private
issuers are not required to comply with Regulation FD, foreign private
issuers must comply with the timely alert policy set forth in Section
202.05 and may do so by any method (or combination of methods) that
would constitute compliance with Regulation FD for a U.S. issuer.
Section 202.06 of the Manual specifies that information that should be
published immediately would include dividend announcements, tender
offers and stock splits. In addition, the material news events listed
in Section 202.06 are intended to be illustrative rather than a
complete list of instances where a news release is required. It is the
Exchange's position that any corporate action that represents a
material benefit to the company's shareholders should be publicized as
required by Section 202.06. The Exchange proposes to delete this
requirement as the Exchange's requirements with respect to dividends
and other rights are set forth in Section 204.12 of the Manual.
    3. The Corporation will solicit proxies for all meetings of
stockholders.
     See response for same provision in Section III.5 of the
listing agreement for domestic companies.
    4. In the event that a successor Depositary or an additional
Depositary is named, the Corporation agrees that it will not appoint
any person as such successor Depositary or additional Depositary unless
such person shall have entered into a listing agreement with the
Exchange in a form substantially similar to the agreement relating to
------------ between ------------. and the Exchange. The Corporation
will not appoint a transfer agent, registrar or depositary of, nor a
trustee under a mortgage or other instrument relating to any security
listed on the Exchange without prior notice to the Exchange, and the
Corporation will not appoint a registrar for the ------------ listed on
the Exchange unless such registrar, at the time of its appointment
becoming effective, is qualified with the Exchange as a registrar for
securities listed on the Exchange; nor will the Corporation select an
officer or director of the Corporation as a trustee under a mortgage or
other instrument relating to a security of the Corporation listed on
the Exchange.
     The Exchange proposes to retain this provision insofar as
it relates to the requirement that any successor or additional
depositary must enter into an agreement with the Exchange. The Exchange
proposes to delete the rest of this provision, because the requirements
with respect to the appointment of transfer agents and registrars are
set forth in Section 601.01 of the Manual and the requirements with
respect to trustees are set forth in Section 603.01-603.04 of the
Manual.
Amended Listing Agreement for Foreign Private Issuers
    The following are the requirements that would be set forth in the
proposed amended listing agreement for foreign private issuers:
    1. The applicant certifies that it understands and agrees to comply
with all current and future rules, listing standards, procedures and
policies of the Exchange as they may be amended from time to time.
    2. The applicant agrees to promptly notify the Exchange in writing
of any corporate action or other event which will cause the applicant
to cease to be in compliance with Exchange listing requirements.
    3. The applicant understands that the Exchange may remove its
securities from listing and trading on the Exchange, pursuant to
applicable procedures, if it fails to meet one or more requirements of
Paragraphs 1-2.
    4. The applicant understands that if an exception to any of the
provisions of any of the Exchange rules has been granted by the
Exchange, such exception shall, during the time it is in effect,
supersede any conflicting provision of the listing agreement.
    5. The applicant agrees to list on the Exchange all subsequent
amounts of the securit(y/ies) to be listed which may be issued or
authorized for issuance.
    6. The applicant agrees to furnish to the Exchange on demand such

information concerning the applicant as the Exchange may reasonably
request.
    7. For purposes of publicity related to the applicant's listing on
the Exchange, the applicant authorizes the Exchange to use the
applicant's corporate logos, Web site address, trade names, and trade/
service marks in order to convey quotation information, transactional
reporting information and any other information related to the
applicant's listing on the Exchange.
    8. The applicant indemnifies the Exchange and holds it harmless
from any third-party rights and/or claims arising out of the Exchange's
or any of its affiliates' use of the applicant's corporate logos, Web
site address, trade names, trade/service marks and/or the trading
symbol used by the applicant.
    9. The applicant will maintain a transfer agent and a registrar, as
necessary, which satisfy the applicable requirements set forth in
Section 601.00 et seq. of the Manual.
    10. The applicant agrees to pay, when due, all fees associated with
its listing of securities on the Exchange, in accordance with the
Exchange's rules.
    11. The applicant agrees to file all required periodic financial
reports with the SEC, including annual reports and, where applicable,
quarterly or semi-annual reports by the due dates established by the
SEC.
    12. The applicant agrees to comply with all requirements under the
federal securities laws and applicable SEC rules.
    13. The applicant agrees to solicit proxies from U.S. holders for
all meetings of stockholders.
    14. Nothing contained in or inferred from the listing agreement
shall be construed as constituting the applicant's contract for the
continued listing of the applicant's securities on the Exchange. The
applicant understands that the Exchange may, consistent with applicable
laws and SEC rules, suspend its securities with or without prior notice
to the applicant, upon failure of the applicant to comply with any one
or more sections of the listing agreement, or when, in its sole
discretion, the Exchange shall determine that such suspension of
dealings is in the public interest or otherwise warranted.
    15. In the event that a successor Depositary or an additional
Depositary is named, the Corporation agrees that it will not appoint
any person as such successor Depositary or additional Depositary unless
such person shall have entered into a listing agreement with the
Exchange in a form substantially similar to the agreement relating to
------------ between ------------ and the Exchange.
IV. Listing Application
    As noted in Part I, above, the Exchange proposes to delete from the
Manual the form of original listing application contained in Section
903.01 thereof (the ``Current Application''). The revised form of
original listing application, included in Exhibit 3 hereto (the
``Revised Application''), will be provided on the Exchange's Web site.
The following sets forth the information requirements included in the
Current Application \15\ and states whether each requirement will be
included in the Revised Application. Where a requirement is proposed to
be deleted, an explanation is provided.
---------------------------------------------------------------------------

    \15\ Instructions included in the Current Application have been
omitted.
---------------------------------------------------------------------------

    In most cases, the Exchange proposes to delete the information
requirements of the Current Application, as such information is
available in the applicant's filings with the SEC made pursuant to the
Exchange Act or the Securities Act of 1933 (the ``Securities
Act'').\16\ The Current Application has been in use for many years, and
during that time disclosure requirements for Exchange Act and
Securities Act filings have dramatically increased, significantly
reducing the benefit of many of the information requirements included
in the Current Application and rendering many of them redundant. Where
information required by the Current Application is not specifically
required by parallel disclosure requirements under the securities laws,
the Exchange has reviewed the totality of the information required and
assessed whether the information required by the Current Application
provides any substantial assistance in determining the issuer's
suitability for listing.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 77a. When listing a company in connection with
its initial public offering or other securities offering, the
Exchange relies on the company's Securities Act prospectus that
registered the transaction. Generally, the forms used are Form S-1
(for a domestic issuer), Form F-1 (for a foreign private issuer),
Form S-11 (for a real estate investment trust or ``REIT'') and Form
N-2 (for closed-end funds). When listing a company transferring from
another exchange or whose common stock was previously publicly
traded on the over-the-counter market, the Exchange typically relies
on the company's annual report filed with the SEC on Form 10-K (in
the case of a domestic issuer) or Form 20-F (in the case of a
foreign private issuer). When listing a company in connection with a
spin-off, the Exchange typically relies on the company's Form 10,
and, when listing a company in connection with a merger transaction,
the Exchange typically relies on a Form S-4. For purposes of this
rule filing, the Exchange focused on the requirements of Regulation
S-K and Form 20-F. However, the Exchange reviewed the totality of
the information required in all of the aforementioned forms in its
assessment whether disclosure is adequate and a particular
requirement can be deleted from the Current Application.
---------------------------------------------------------------------------

    The provisions of the Current Application are in italics [sic]
below. For ease of reference, the provisions have been numbered.
    1. Description of Transaction--
    State that the listing application is the company's original
application for the listing of its securities on the Exchange.
     The Revised Application states that it is the original
listing application and requires an attestation by an authorized
executive officer.
    2. Shares Applied for but Not Yet Issued--
    The transactions for which share reserves are needed should be
described in sufficient detail to set forth the essential facts.
     The Exchange proposes to delete this requirement as it is
duplicative of Items 201(a)(2), 201(d) and 202(c) of Regulation S-K and
Item 10(A) of Form 20-F. In addition, the Revised Application requires
that the applicant specify the number, date of authorization, and
purpose of shares unissued but authorized for issuance.
    3. Authority for Issuance--
    Give the dates directors approved the purpose for and issuance of
any unissued securities covered by the application. If shareholder
approval has been, or will be given, give that date also.
     The Revised Application requires that the applicant
specify the number, date of authorization, and purpose of shares
unissued but authorized for issuance. In addition, applicants are
required to provide copies of board and shareholder resolutions
authorizing issuance with respect to any unissued securities for which
a listing application is made, where applicable.
    4. History and Business--
    State where and when the company was organized, its form of
organization, and the duration of its charter. Give in succinct form
the history of its development and growth in the particular line of
business now conducted. If organized as the result of merger,
consolidation, or reorganization, trace the history of the predecessor
companies. If organized through reorganization, describe briefly the
circumstances leading to, and the effect of, the reorganization.
    Describe briefly the present business of the company and its
subsidiaries or controlled companies, including principal products
manufactured or services performed, principal markets for products and
raw materials, operations conducted, merchandising or product-
distribution methods, and, in general, furnish such information as will
serve to indicate clearly the growth and development of the particular

industry in which the company is engaged and the growth and development
of the company and the relative ranking it occupies in its field.
    If a material part of the business is dependent upon patents,
proprietary formulae, or secret processes, so state. Give date of
expiration of principal patents or proprietary interests in principal
formulae.
     The Exchange proposes to delete this requirement as it is
duplicative of Items 101(a), 101(c) and 101(h) of Regulation S-K and
Item 4 of Form 20-F,\17\ with the exception of the duration of the
charter, which is required to be filed with the SEC pursuant to Item
601(b)(3)(i) of Regulation S-K.
---------------------------------------------------------------------------

    \17\ Item 4 of Form 20-F requires information on the company on
a consolidated basis.
---------------------------------------------------------------------------

    5. Public Utilities--
    In the case of public utilities, the description of the business
should include the various services rendered by the system, the
proportionate gross revenue derived from each service, and the
territory and population served by each service.
    Indicate the number of customers, or meters in service, classifying
them into categories such as residential, industrial or commercial,
municipalities, etc.
    State the aggregate number of kilowatt-hours of electricity, or
cubic feet of gas, sold annually for the past five years, and the
aggregate revenue derived from each service annually during that
period, for each customer classification.
    State average and peak loads and installed capacity, indicating
whether the figures given represent rated capacity or actual capacity.
    Describe, in general terms, interconnection facilities and
arrangements for purchases or sales of electricity and gas.
     The Exchange proposes to delete this requirement as it is
duplicative of the general disclosure requirements of Items 101 and 303
of Regulation S-K and Item 4 of Form 20-F. While those provisions do
not have specific disclosure requirements for electric and gas
utilities, the Exchange notes that in 1996, as part of its regulatory
simplification effort, the SEC eliminated Industry Guide 1, which had
set forth specific disclosure requirements for electric and gas
utilities, on the basis that ``the information requested by the Guide
also is within the coverage of other rules of the SEC, including Items
101 and 303 of Regulation S-K.'' \18\
---------------------------------------------------------------------------

    \18\ Securities Act Release No. 33-7300 (May 31, 1996), 61 FR
30397 (June 14, 1996).
---------------------------------------------------------------------------

    6. Property Description--
    Describe briefly the physical properties of the company and its
subsidiaries or controlled companies, stating location, type of
construction and area of plants and buildings, functions thereof,
condition of equipment, acreage, transportation facilities, etc. State
whether properties are owned or leased. Indicate normal capacity of
plants in terms of units of production where possible.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 102 of Regulation S-K and Item 4(D) of Form 20-F,
with the exception that such provisions do not specifically require
disclosure of some details listed in the Current Application, namely
the type of construction and area of plants and buildings and functions
thereof, condition of equipment, acreage, and transportation
facilities. However, Instruction 1 to Item 102 of Regulation S-K
requires inclusion of such information as reasonably will inform
investors as to the suitability, adequacy, productive capacity and
extent of utilization of the facilities by the company.\19\
---------------------------------------------------------------------------

    \19\ In addition, such information would be required to be
disclosed pursuant to Securities Act Rule 408 (17 CFR 230.408) or
Exchange Act Rule 12b-20 (17 CFR 240.12b-20), as applicable, if it
were material information necessary to make the required statements,
in the light of the circumstances under which they were made, not
misleading.
---------------------------------------------------------------------------

    Affiliated Companies--
    a. Give a list of all subsidiary or controlled companies, including
all companies in which the company owns or controls directly or
indirectly 50% or more of the voting power. Indicate, as to each such
company, the amount of each class of capital stock outstanding and show
the amount of each class owned, directly or indirectly, by the parent
company. State briefly the proportionate revenue/earnings each such
company has in the business.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 601(b)(21) of Regulation S-K and Item 4(C) of Form
20-F, with the exception that such provisions do not require disclosure
of (i) subsidiaries that are not significant (or, in the case of Item
601(b)(21) of Regulation S-K, that are not in the aggregate
significant) or (ii) the amount of each class of capital stock
outstanding for each company or the proportionate revenue/earnings that
each subsidiary has in the business. The Exchange believes that the
disclosures required under the federal securities laws are adequate for
purposes of determining an issuer's suitability for listing, because,
unless such details were required to be disclosed under Securities Act
Rule 408 or Exchange Act Rule 12b-20, as applicable, they would not be
material to the Exchange's determination. The disclosure regarding an
applicant's business segments (as defined by applicable accounting
standards) is more meaningful in such analysis, which is consistent
with current disclosure requirements under the federal securities
laws.\20\
---------------------------------------------------------------------------

    \20\ Item 101(b) and 101(c) of Regulation S-K and Item 5 of Form
20-F require disclosure based on segments. See also Financial
Accounting Standards Board (``FASB'') Accounting Standards
Codification (``ASC'') 280-10.
---------------------------------------------------------------------------

    b. If the company has a substantial, but less than controlling,
interest in any company or organization, such interests should be
similarly described.
     Item 601(b)(21) of Regulation S-K and Item 4(C) of Form
20-F require disclosure regarding subsidiaries as defined by Securities
Act Rule 405 \21\ and Exchange Act Rule 12b-2,\22\ which define a
subsidiary ``of a specified person'' as ``an affiliate controlled by
such person directly, or indirectly through one or more
intermediaries.'' As such definition is substantially broader than the
Current Application's control threshold of 50% or more of voting power,
Item 601(b)(21) of Regulation S-K and Item 4(C) of Form 20-F include
both subsidiaries that meet the 50% threshold requirement and the
``substantial, but less than controlling'' additional requirement.
---------------------------------------------------------------------------

    \21\ 17 CFR 230.405.
    \22\ 17 CFR 240.12b-2.
---------------------------------------------------------------------------

    c. Indicate, to the extent that the information is available, the
name of any company, individual, or other entity which owns directly or
indirectly, 10% or more of any class of voting stock of the company,
and the extent of such ownership.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 403 of Regulation S-K and Item 7(A) of Form 20-F.
    d. If control of the company is held by any other company through
lease or contract, describe the circumstances of such control.
     The Exchange proposes to delete this requirement as it is
duplicative of the general disclosure requirements of Item 101 of
Regulation S-K and Items 4 and 10(C) of Form 20-F, in that if the
applicant is held by another company through lease or contract, such
information would be material and therefore subject to disclosure.
Further, to the extent that the control of the company is held through
written contract, such contract would be material and therefore subject
to filing under Items 601(b)(2) or 601(b)(10) of Regulation S-K.
    7. Management--

    Give the names and titles of all directors and officers, stating
other principal business affiliations they may have. Give a brief
biographical outline for each of the principal officers of the company.
If directors are elected by classes, so indicate.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 401 of Regulation S-K and Items 6(A) and 6(C) of
Form 20-F.
    8. Capitalization--
    Give a summary statement of changes in authorized stock
capitalization of the company since organization, with reference to
dates of corporate actions effecting such changes. This data may be
given in narrative form if desired, but if changes have been numerous,
a tabulated statement is preferable.
    Give in tabular form a statement as to substantial changes in the
outstanding amounts of stock of the company over the period of the past
five years, showing dates on which authorized for issuance, purpose of
issuance and consideration received. The statement should show shares
reacquired by the company or its subsidiary or controlled companies.
     The Exchange proposes to delete this requirement as it is
duplicative of (i) Item 701 of Regulation S-K, with respect to
securities sold by the applicant within the past three years which were
not registered under the Securities Act, and (ii) the relevant
registration statement, with respect to securities that were
registered. This requirement is also duplicative of Item 10(A) of Form
20-F with respect to changes in the outstanding amounts of stock of the
company within the past three years. In addition, Item 3(B) of Form 20-
F requires inclusion of a capitalization table, and many other
registrants voluntarily include a capitalization table in their
registration statements. In the absence of a capitalization table,
information is available in the financial statements.\23\
---------------------------------------------------------------------------

    \23\ See Securities Act Release No. 33-6331 (August 5, 1981)
(``[a]n item requiring a table of capital structure has not been
included in . . . Regulation S-K. The commentators . . . generally
agreed with the Commission that a requirement for such a table is
unnecessary because information presented therein is readily
apparent from other sources such as the financial statement.'')
---------------------------------------------------------------------------

    The Exchange notes that Item 701 of Regulation S-K requires
information for three years, as opposed to the longer periods required
by the Current Application. However, consistent with the disclosure
requirements under the federal securities laws, none of the Exchange's
initial listings are based on more than three years of historical
financial data. The Exchange also notes that Item 701 does not require
information on when stock was authorized for issuance or the purpose of
issuance. However, the Exchange finds that the totality of the
information provided under Item 701, which includes the date of sale,
persons or class of persons to whom the securities were sold, and the
exemption from registration claimed, is more than adequate for purposes
of determining whether an issuer's securities outstanding prior to
listing were issued in compliance with applicable law.
    9. Funded Debt--
    State the aggregate amount of funded debt of the company and
subsidiary or controlled companies, and give a list of the outstanding
issues and amounts, indicating amounts held by subsidiary or controlled
companies. If such list is extensive, it may be attached to the
application as an exhibit.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 303(a)(5) of Regulation S-K and Item 5(F) of Form
20-F, which require tabular disclosure on a consolidated basis of
contractual obligations, including long-term debt obligations, with the
exception that the tables are on a consolidated basis. The Exchange
finds the required information adequate since unless separate
disclosure for subsidiaries or controlled companies were required to be
disclosed under Securities Act Rule 408 or Exchange Act Rule 12b-20, as
applicable, it would not be material to its determination as to an
issuer's suitability for listing.
    10. Stock Provisions--
    a. If application is being made to list stock, give a summary of
the rights, preferences, privileges and priorities of the class of
stock for which application is made. Provide similar information on any
other class of stock which is senior or equal to the proposed issue.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 202 of Regulation S-K, with the exception that such
provisions do not require similar information on any class of stock
which is senior or equal to the proposed issue. However, they do
require disclosure regarding any other authorized class of securities
if the rights evidenced by the shares to be registered are, or may be,
materially limited or qualified by the rights of any such other
authorized class of securities. This requirement is also duplicative of
Item 10(B)(3) of Form 20-F, which requires a description of the rights,
preferences and restrictions attaching to each class of shares. In
addition, the Revised Application requires a complete description of
any existing class of common stock or equity security entitling the
holder(s) to differential voting rights, dividend payments, or other
preferences. The Exchange believes that the disclosure required under
Item 202 of Regulation S-K, Item 10(B)(3) of Form 20-F and the Revised
Application is more informative than the request for information in the
Current Application, and therefore adequate for purposes of determining
whether an issuer's equity securities are suitable for listing.
    b. If application is being made to list one or more senior classes
of stock, recite verbatim the charter provisions attaching thereto, and
to each class on a parity therewith or senior thereto, in an exhibit
appended to the application in addition to the summarized statement
included in the application.
    c. Give a summary statement of any provisions of any indentures or
agreements restricting payment of dividends or affecting voting rights
of the class of stock applied for.
    State whether or not shareholders of any class have preemptive
rights to subscribe to additional issues, whether by charter provision
or statute.
     The Exchange proposes to delete this requirement as it is
duplicative of Items 202, 601(b)(3)(i) and 601(b)(4) of Regulation S-K
and Item 10(B)(3) of Form 20-F, with the exception that such provisions
do not require that the charter provisions of senior stock be recited
verbatim. However, they do require a summary of the relevant
provisions, and Items 601(b)(3)(i) and 601(b)(4) of Regulation S-K
require companies to file their charter and any instruments defining
the rights of security holders, including indentures. In addition, the
Revised Application requires a complete description of any existing
class of common stock or equity security entitling the holder(s)
thereof to differential voting rights, dividend payments, or other
preferences. The Exchange believes that the disclosure required under
Items 202, 601(b)(3)(i) and 601(b)(4) of Regulation S-K, Item 10(B)(3)
of Form 20-F and the Revised Application are adequate for purposes of
determining whether a class of equity securities is suitable for
listing.
    11. Employees-Labor Relations--
    a. State total number regularly employed and, if subject to
seasonal fluctuation, the maximum and minimum numbers employed during
the preceding twelve months.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 101(c)(1) of Regulation S-K and Item 6(D) of Form
20-F, with the exception that such provisions do not require disclosure
of maximum and minimum numbers employed. However,

the Exchange finds the required information adequate since disclosure
of maximum and minimum numbers employed would not be material to the
Exchange's determination of whether an issuer was suitable for listing.
    b. State dates and duration of material work stoppages due to labor
disagreements during the past three years, and the general terms of
settlement of such disagreements.
     The Exchange proposes to delete this requirement as it is
duplicative of the general disclosure requirements in Item 101 of
Regulation S-K and of Item 6(D) of Form 20-F, with the exception that
such provisions do not specifically require disclosure regarding work
stoppages. However, Item 6(D) requires information regarding the
relationship between management and labor unions. The Exchange believes
that disclosures required under the federal securities laws are
sufficient because unless information regarding work stoppages was
required to be disclosed under Securities Act Rule 408 or Exchange Act
Rule 12b-20, as applicable, it would not be material to the Exchange's
determination of whether an issuer was suitable for listing.
    c. Describe briefly any pension, retirement, bonus, profit
participation, stock purchase, insurance, hospitalization, or other
plans of benefit to employees which may be in effect.
     The Exchange proposes to delete this requirement as it is
duplicative of the disclosure requirements in Items 402, 201(d) and
601(b)(10) of Regulation S-K and in Item 6(B) of Form 20-F. The
requirements in Item 402 of Regulation S-K and Item 6(B) of Form 20-F
are limited to plans of benefit that apply to certain directors and
officers. However, Item 201(d) of Regulation S-K requires tabular
disclosure of any securities authorized for issuance under equity
compensation plans to any persons employed by the company, not just
executive officers, and unless the plan was approved by shareholders, a
summary of the terms of the plan, and Item 601(b)(10) requires that any
compensatory plan, contract or arrangement adopted without the approval
of security holders must be filed with the SEC. The Exchange believes
that, taken as a whole, the disclosure and documentation provided under
these items is sufficient for purposes of determining whether an issuer
is suitable for listing.
    12. Shareholder Relations--
    Describe briefly the procedures followed by the company in the
field of shareholder relations, indicating, among other things, the
method by which shareholders are informed of either a declaration of
dividends or a failure to declare a dividend at an accustomed time;
whether interim statements of earnings are mailed to shareholders or
released to the press; how soon after the close of the period such
interim statements usually are available; whether the company advises
shareholders or otherwise gives periodic publicity to the progress of
the company or new developments in its affairs (otherwise than through
interim statements of earnings or annual reports and proxy statements).
     The Exchange proposes to delete this requirement as the
requirements for declaring dividends, issuing interim statements of
earnings, and making periodic disclosure are set out in Sections
202.05, 203.02 and 204.12 of the Manual.
    13. Dividend Record--
    State the amount of dividends (per share and in aggregate) paid by
the company (or its predecessors) during each of the five preceding
years. Show stock dividends separately, indicating, in respect of each
stock dividend, the percentage amount, the number of shares issued in
payment, the amount per dividend share and the aggregate charged
against earnings or retained earnings, and the basis for calculating
the amount charged.
    State the aggregate and per share amount of preferred dividend
arrearages.
    Indicate whether dividends have been paid on a quarterly, semi-
annual or annual basis, and state how long dividends have been paid
without interruption.
    State the record date, payment date and date of declaration with
respect to each dividend paid during the past two years.
     Item 201(c) of Regulation S-K requires issuers to state
the frequency and amount of any cash dividends declared on each class
of its common equity by the registrant for the two most recent fiscal
years and any subsequent interim period for which financial statements
are required to be presented by Article 3 of Regulation S-X. After
listing, a company is subject to Sections 204.12 and 204.21 of the
Manual, which require companies to give the Exchange at least 10 days
advance notice of the setting of the record date for any dividend or
other distribution. The audited financial statements included in a
company's SEC filings would include information about accrued and
unpaid preferred stock dividends, as well as any stock dividends paid
during the period covered by the financial statements. The Exchange
believes that, taken as a whole, the disclosure provided under these
items is sufficient for purposes of determining whether an issuer is
suitable for listing.
    14. Option, Warrants, Conversion Rights, Etc.--
    a. State the terms and conditions of any options, purchase
warrants, conversion rights or any other commitments, whether of
definitive or contingent nature (including stock compensation or
remuneration plans), under which the company may be required to issue
any of its securities. If there are no such commitments, so state.
     The Exchange proposes to delete this requirement as it is
duplicative of the disclosure requirements in Items 402, 201(a)(2)(i),
201(d), 202(c) and 601(b)(10) of Regulation S-K and of Item 10(A) of
Form 20-F. Disclosure under Item 402 of Regulation S-K is limited to
plans of benefit that apply to certain directors and officers. However,
Item 201(d) of Regulation S-K requires tabular disclosure of any
securities authorized for issuance under equity compensation plans to
any persons employed by the company, not just executive officers, and
unless the plan was approved by shareholders, a summary of the terms of
the plan. Additionally, Item 601(b)(10) requires that any compensatory
plan, contract or arrangement adopted without the approval of security
holders must be filed with the SEC. Items 201(a)(2)(i) and 202(c) of
Regulation S-K require disclosure of all outstanding options and
warrants, whether or not issued under a compensation plan, relating to
the class of securities being offered. The Exchange believes that,
taken as a whole, the disclosure and documentation provided under these
items is sufficient for purposes of determining whether an issuer is
suitable for listing.
    b. In the case of options granted to directors, officers or
employees, and in the case of stock compensation or remuneration plans
relating to directors, officers or employees, indicate whether or not
the options or plans, or some measure or proposal implementing them,
were approved by shareholders, and if so approved, the date of
approval.
     The Exchange proposes to delete this requirement as it is
duplicative of Items 201(d) and 601(b)(10) of Regulation S-K and Items
6(B) and 10(A)(7) of Form 20-F, with the exception that such provisions
do not require disclosure of the date of approval. The Exchange
believes that, taken as a whole, the disclosure provided under these
items is sufficient for purposes of determining whether an issuer is
suitable for listing.
    15. Litigation--

    Describe all pending litigation of a material nature in which the
company, or any of its subsidiaries or controlled companies, may be
involved which may affect its income from, title to, or possession of
any of its properties.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 103 of Regulation S-K and Item 8(A)(7) of Form 20-
F.
    16. Business, Financial and Accounting Policies--
    a. Independent Public Accountants--State the name of independent
public accountants; how long they have audited the company's accounts;
when and by whom they were appointed; whether or not they report
directly to the Board of Directors; whether they make a continuous or
periodic audit; extent of their authority to examine all records and
supporting evidence;
     The Exchange proposes to delete this requirement as it is
duplicative of Rule 2-02 of Regulation S-X and Exchange Act Rule 10A,
with the exception that such provisions do not require disclosure of
the how long the public accountants have audited the company's
accounts, whether their audit is continuous or periodic, or the extent
of their authority. The Exchange believes that, taken as a whole, the
disclosure provided under these items is adequate for purposes of
determining the reliability of the audited financial statements relied
upon in determining the issuer's qualification for listing.

whether or not they are authorized or invited to attend shareholders'
meetings; whether they do attend such meetings; and, if they do attend,
whether or not they are authorized to answer questions raised by
shareholders.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 9 of Schedule 14A of the Commission's proxy rules.
    b. Chief Executive Officer--State the name and title of the chief
executive officer.
     The name and title of the issuer's chief executive officer
will continue to be a requirement in the Revised Application.
    c. Chief Financial Officer--State the name and title of the
company's chief financial officer; to whom he reports and the extent of
his authority; whether or not he attends meetings of the Board of
Directors.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 401(b) of Regulation S-K and Item 6(A) of Form 20-
F, with the exception that such provisions do not require disclosure of
to whom the chief financial officer reports or whether he or she
attends meetings of the Board of Directors.
    d. Commitments-- Indicate whether or not it is policy of the
company to make future commodity commitments to an extent which may
materially affect its financial position.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 305(b) of Regulation S-K and Item 11(a) of Form 20-
F, as well as the general disclosure requirement of Item 503(c) of
Regulation S-K.
    e. Indicate whether or not, in the normal course of business, it is
necessary to expand working capital through short term loans (or
otherwise) to a material extent.
     The Exchange proposes to delete this requirement as it is
duplicative of Item 303(a)(1) of Regulation S-K and Item 5(B) of Form
20-F. The information may also in some circumstances be required by
Item 101(c) of Regulation S-K.
    f. Other Policies-- In cases where, because of the nature of the
industry or circumstances peculiar to the company, unique business,
financial or accounting policies are considered to be of material
effect in determination of the company's income or its financial
position, or in interpretation of its financial statements, describe
such other policies.
     The Exchange proposes to delete this requirement as it is
duplicative of Items 101 and 303 of Regulation S-K, Items 4 and 5 of
Form 20-F and FASB ASC 235-10.\24\ While these provisions do not
specifically require disclosure of unique business or financial
policies that are considered to be of material effect in determining an
applicant's income or financial position, the Exchange finds the
required information adequate because, unless such policies were
required to be disclosed under Securities Act Rule 408 or Exchange Act
Rule 12b-20, as applicable, they would not be meaningful in the
Exchange's analysis of whether a proposed issuance complies with the
Exchange's listing requirements.
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    \24\ See FASB ASC 235-10-50-3 (requiring that the financial
statements ``identify and describe the accounting principles
followed by the entity and the methods of applying those principles
that materially affect the determination of financial position, cash
flows, or results of operations.'') See also Securities Act Release
No. 33-8350 (December 29, 2003) (``[w]hen preparing disclosure under
the current requirements [of Item 303], companies should consider
whether they have made accounting estimates or assumptions where:
the nature of the estimates or assumptions is material due to the
levels of subjectivity and judgment necessary to account for highly
uncertain matters or the susceptibility of such matters to change;