Rule 12h-1

Exemptions from Registration under Section 12(g) of the Act

Issuers shall be exempt from the provisions of Section 12(g) of the Act with respect to the following securities:

a. Any interest or participation in an employee stock bonus, stock purchase, profit sharing, pension, retirement, incentive, thrift, savings or similar plan which is not transferable by the holder except in the event of death or mental incompetency, or any security issued solely to fund such plans;

b. Any interest or participation in any common trust fund or similar fund maintained by a bank exclusively for the collective investment and reinvestment of monies contributed thereto by the bank in its capacity as a trustee, executor, administrator, or guardian. For purposes of this paragraph (b), the term "common trust fund" shall include a common trust fund which is maintained by a bank which is a member of an affiliated group, as defined in Section 1504(a) of the Internal Revenue Code of 1954, and which is maintained exclusively for the investment and reinvestment of monies contributed thereto by one or more bank members of such affiliated group in the capacity of trustee, executor, administrator, or guardian; Provided, That:

1. The common trust fund is operated in compliance with the same state and Federal regulatory requirements as would apply if the bank maintaining such fund as any other contributing banks were the same entity; and

2. The rights of persons for whose benefit a contributing bank acts as trustee, executor, administrator or guardian would not be diminished by reason of the maintenance of such common trust fund by another bank member of the affiliated group;

c. Any class of equity security which would not be outstanding 60 days after a registration statement would be required to be filed with respect thereto;

d. Any standardized option, as that term is defined in Rule 9b-1(a)(4), that is issued by a clearing agency registered under section 17A of the Act and traded on a national securities exchange registered pursuant to section 6(a) of the Act or on a national securities association registered pursuant to section 15A(a) of the Act; and

e. Any security futures product that is traded on a national securities exchange registered pursuant to section 6 of the Act or on a national securities association registered pursuant to section 15A(a) of the Act and cleared by a clearing agency that is registered pursuant to section 17A of the Act or is exempt from registration under section 17A(b)(7) of the Act.