1) As a test check to determine whether member organization properly solicits proxies and properly maintains records, refer to a past and recent copy of the New York Stock Exchange, Inc. eekly Bulletin. Pick three (3) securities where the meeting has been recently held and three (3) securities where the meeting date is scheduled shortly. In each of the groups of three, the following categories should be represented for the check:

2)

A.

B.

C.

Where member organization can vote cutire proxy
without instructions under the "10 day rule".
Where member organization can vote portions of
the proxy only upon receipt of instructions.
Where member organization cannot vote any portion
of the proxy without instructions.

Determine whether member organization is forwarding

proper voting instructions to Central Certificate Service on the shares held by CCS on record date.

PREPARED AS A JOINT REPORT OF

THE FOLLOWING ORGANIZATIONS

American Society of Corporate Secretaries, Inc.

The American Stock Exchange, Inc.

The National Association of Securities Dealers, Inc.

The New York Stock Exchange, Inc.

Securities Industry Association

January 1974

Extra copies may be ordered from the offices of any of the above organizations. Price $1.00 per copy. See page eleven for addresses.

INTRODUCTION

The purpose of this Manual is to promote the use of standard forms and practices in order to facilitate solution of the problems arising in the handling of proxy solicitations, create better financial public relations, and realize a maximum representation of shares in brokers' names at meetings of stockholders.

This Manual has been prepared as a joint report by the American Society of Corporate Secretaries, Inc., The American Stock Exchange, The National Association of Securities Dealers, Inc., The New York Stock Exchange, Inc., and the Securities Industry Association.

Immediate newspaper publicity should be given to the calling of a meeting of stockholders for the purpose of acting upon any matter affecting in any way the rights or privileges of stockholders or any other matter not of routine nature. Such publicity should, of course, describe the matter to be acted upon. It is recommended that a minimum of thirty days be allowed between the record date and the meeting date so as to give ample time for the solicitation of proxies.

II

NOTICE TO EXCHANGES OR NASD

The Exchanges or the NASD should be given prompt notice, in writing, of the calling of any meeting of stockholders. Such notice should be received by the Exchanges or the NASD not later than the tenth calendar day prior to the date of record (or the closing of the transfer books) for determination of stockholders entitled to vote at the meeting. Such notice should indicate the date of the meeting, the date of record for determination of stockholders entitled to vote, and describe the matters to be voted upon at the meeting.

If the transfer books are to be closed in lieu of the taking of a record of stockholders, the notice shall state the date of reopening of the books as well as the date of their closing.

The standard forms recommended in this Manual have been designed to

A. Be readily recognized as proxy soliciting material

B. Be easily understood by proxy departments of brokerage
firms

"RECOGNITION" of material relating to proxy solicitation is important. Thus, it is urged that the color BLUE be used for all suggested forms. The use of standard forms will insure that proxy material will be processed more expeditiously.