TRANSFER AND REGISTRY

Every corporation is required to maintain a transfer agency and a registry office in the Borough of Manhattan, City of New York. Both the transfer agency and the registrar must be acceptable to this Committee; the registrar must file with the Secretary of the Stock Exchange an agreement to comply with the requirements in regard to registration.

Certifications of registry must be dated and must bear the signature of a duly authorized officer of the corporation acting as registrar. The registrar shall not register any listed stock until authorized by this Committee.

A trust company or other agency shall not at the same time act as transfer agent and registrar of a corporation.

When a company has its stock transferred at its own office, a transfer agent or transfer clerk shall be appointed by authority of the board of directors to countersign certificates, and shall be an individual other than an officer authorized by the by-laws of the company to sign certificates of stock.

The entire amount of the capital stock of a corporation listed upon the Stock Exchange must be directly transferable at the transfer office of the corporation in the Borough of Manhattan, City of New York.

When a corporation makes transfer of its shares in other cities, the certificates issued therefrom shall be interchangeable, and identical with the New York certificates, except as to the names of the transfer agent and the registrar, and the combined amounts of stocks registered in all cities shall not exceed the amount listed.

Interchangeable certificates must bear a legend indicating the right of transfer in New York and other cities.

A change in the form of certificate, of the transfer agency, of the registrar, or of the trustee of bonds, shall not be made without the approval of this Committee.

The Committee recommends that the text of bonds and certificates of stock shall provide for direct transfer without reference to the books of the corporation.

ENGRAVED CERTIFICATES REQUIRED

Every bond, coupon, or certificate of stock must be printed from steel plates which have been engraved in the best manner and which have such varieties of work as will afford the greatest security against counterfeiting.

Certificates of deposit of trust companies, banks or firms for securi

ties deposited under reorganizations, voting trusts, or agreements for legal action, must be engraved and printed from steel plates with engraved border and engraved underlying tint.

For each bond, coupon, certificate of stock and certificate of deposit there must be at least two steel plates, viz.: A face plate containing the vignettes and lettering of the descriptive or promissory portion of the document which should be printed in black, or in black mixed with a color; and a tint plate from which should be made a printing in color underlying important portions of the face printing. The impressions from these two plates must be so made upon the paper that the combined effect of the whole if photographed would be a confused mass of lines and forms, and so give as effectual security as possible against counterfeiting by any process.

The imprint of each denomination of bonds must be of such distinctive appearance and color as to make it readily distinguishable from other denominations and issues. It is required for each class of stock issued that there shall be a distinctively engraved plate for one hundred shares with said denomination engraved thereon in words and figures; for certificates issued for smaller amounts, there shall be a similar plate, distinctive in color, for each issue; there shall be engraved thereon some device whereby the exact written denomination of the certificate may be distinctly designated by perforation; also conspicuously the words, "Certificate for less than one hundred shares."

The terms of redemption by sinking fund or otherwise, and of conversion into other forms of securities should be recited in the text of bonds.

Certificates of stock should recite ownership, par value, and whether shares are full paid and non-assessable; terms of redemption, preference as to dividends, voting power, or other privilege, including distribution of assets in the event of dissolution of the corporation; certificates for Common and Preferred Stock each shall recite preferences of the Preferred; also the following legend:

This certificate is not valid until countersigned by the transfer agent, and registered by the registrar.

A power of attorney upon the reverse of a certificate of stock must be irrevocable with a bill of sale and power of substitution. The following form is required:

For value received

hereby sell, assign and transfer unto...

shares

of the capital stock represented by the within certificate and do hereby irrevocably constitute and appoint...

attorney

to transfer the said stock on the books of the within named company with full power of substitution in the premises.

Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement, or any change whatever.

This Committee will object to any security upon which an impress is made by a hand stamp, except for a date or power of substitution. No stock certificate or bond will be accepted unless it has been engraved by some engraving company whose work this Committee has been authorized by the Governing Committee to pass upon.

The name of the engraving company must appear upon the face of each bond and certificate of stock and upon the face of each coupon and the title panel of the bond.

GEORGE W. ELY, Secretary.

WM. W. HEATON, Chairman.

A-4107

APPLICATION FOR LISTING

COMMITTEE ON STOCK LIST, NEW YORK STOCK EXCHANGE

PACIFIC LIGHT & POWER COMPANY

FIRST AND REFUNDING MORTGAGE TWENTY-YEAR FIVE PER CENT. BONDS

(International Series)

NEW YORK, April 30, 1912.

Application is hereby made to list $5,295,000 of an authorized issue of $30,000,000 in aggregate principal amount of the Pacific Power & Light Company First and Refunding Mortgage Twenty-year Five per cent. Gold Bonds, International Series, numbered from 1 to 5,295, inclusive, each for the sum of $1,000 of the United States of America, and Registered Bonds for $5,000 or multiples thereof, for which the same may be exchanged. Said bonds are also (at the options of the holders) payable in foreign countries in foreign currencies as follows: £205.4.2, sterling money of Great Britain, or 4,200 German .marks, or 5,175 French francs, or 2,480 Dutch guilders.

The Coupon Bonds are subject to registry as to principal, and the Coupon and Registered Bonds are interchangeable. Registered Bonds are of the denomination of $5,000 of the United States, or £1,026.0.10, sterling money of Great Britain, or 21,000 German marks, or 25,875 French francs, or 12,400 Dutch guilders, or any multiple thereof.

These bonds are secured by a Mortgage or Deed of Trust from Pacific Power & Light Company to United States Mortgage & Trust Company, as Trustee, dated August 1, 1910.

The Coupon Bonds are dated August 1, 1910, and the Registered Bonds are dated as of the time of issue (except that if any Registered Bond is issued on August 1 or February 1, in any year, it shall be dated as of August 2 and February 2, respectively, in such year). Said bonds mature August 1, 1930, and bear interest at the rate of Five per Cent. per annum, payable semi-annually on the first days of February and August in each year, the principal being payable at the office or agency of the Company in the City of New York (the Company has no office in New York; its agency, however, for the payment of bonds is United States Mortgage & Trust Company, 55 Cedar Street, New York, N. Y.), or at the holder's option at the Company's office or agency in any of the following cities, to wit: Paris, France; London, England; Berlin, Germany; Amsterdam, Holland.

The entire issue of said bonds is redeemable (but not, except in the case of redemption for the benefit of the improvement fund, in less part than all thereof) on any interest date at not more than One Hundred and Five per Cent. of the principal thereof and accrued interest if such redemption is effected not later than December 31, 1925. If such redemption is effected during the calendar year 1926 the redemption price will be One Hundred and Four per Cent. of principal and accrued interest. It will be One Hundred and Three per Cent. of principal and accrued interest during the year 1927, One Hundred and Two per Cent. during the year 1928, and One Hundred and One per Cent. during the year 1929, and during the period between January 1, 1930, and July 31, 1930, both inclusive. Notice of intention to redeem is required to be given by publication at least once a week for four successive weeks immediately preceding the date fixed for redemption in one newspaper of general circulation published in the City of New York and one newspaper of general circulation published in the City of Portland, Oregon.

Article III of the Mortgage establishes an improvement fund, whereby a cash fund is payable to the Trustee on August 1 of each year as follows: One per Cent. annually of the bonds outstanding, including underlying bonds and outstanding bonds of corporations whose Capital Stock at the time is owned by the Mortgagor and pledged under the Mortgage from 1915 to 1919 inclusive; Two per Cent. from 1920 to 1924 inclusive; Three per Cent. from 1925 to 1929 inclusive. The maximum payment remains at Two per Cent., however, when in any twelve months ending May 31 in any of the years from 1925 to 1929 inclusive the net earnings of the Company and its subsidiaries equal or exceed three times the annual interest charge on all bonds outstanding. Money in the improvement fund may be used for improvements and betterments to the property or as a sinking fund for the redemption of the First and Refunding Mortgage Twenty-year Gold Bonds on the same basis as provided in the Mortgage for the redemption of bonds.

Section 1 of Article VI of the Mortgage provides that if default in payment of interest or any payments to the improvement fund shall continue for ninety days, or any other default under said Mortgage, except in payment of principal, shall continue for ninety days, after notice from the Trustee or any bondholder, then, upon the election of the holders of a majority in interest of the bonds secured thereby and then outstanding, evidenced by an instrument or instruments in writing signed by them and delivered to the Trustee, the entire principal sum secured by said Mortgage and the interest acrrued thereon shall become and be immediately due and payable,