Rule 146

Definition of "Prepared By or On Behalf of the Issuer" for Purposes of Section 18 of the Act

Prepared by or on behalf of the issuer. An offering document (as defined in Section 18(d)(1)) of the Act is "prepared by or on behalf of the issuer" for purposes of Section 18 of the Act, if the issuer or an agent or representative:

a. 1. Authorizes the document's production, and

2. Approves the document before its use.

b. Covered securities for purposes of Section 18.

1. For purposes of Section 18(b) of the Act, the Commission finds that the following national securities exchanges, or segments or tiers thereof, have listing standards that are substantially similar to those of the New York Stock Exchange ("NYSE"), the American Stock Exchange ("Amex"), or the National Market System of the Nasdaq Stock Market ("Nasdaq/NMS"), and that securities listed on such exchanges shall be deemed covered securities:

i. Tier I of the Pacific Exchange, Incorporated;

ii. Tier I of the Philadelphia Stock Exchange, Incorporated;

iii. The Chicago Board Options Exchange, Incorporated; and

iv. Options listed on the International Securities Exchange, Incorporated.

2. The designation of securities in paragraphs (b)(1)(i) through (iv) of this section as covered securities is conditioned on such exchanges' listing standards (or segments or tiers thereof) continuing to be substantially similar to those of the NYSE, Amex, or Nasdaq/NMS.