Rule 15a-4

Forty-five Day Exemption From Registration for Certain Members of National Securities Exchanges

a. A natural person who is a member of a national securities exchange shall, upon termination of his association with a registered broker-dealer, be exempt, for a period of forty-five days after such termination, from the registration requirement of Section 15(a) of the Act solely for the purpose of continuing to effect transactions on the floor of such exchange if

1. such person has filed with the Commission an application for registration as a broker-dealer and such person complies in all material respects with rules of the Commission applicable to registered brokers and dealers and

2. such exchange has filed with the Commission a statement that it has reviewed such application and that there do not appear to be grounds for its denial.

b. The exemption from registration provided by this rule shall not be available to any person while there is pending before the Commission any proceeding involving any such person pursuant to Section 15(b)(1)(B) of the Act.