HARRY HUGHES, Governor

2713

OR BOTH, AS THE CONTEXT REQUIRES. A writing [which] THAT is a
CERTIFICATED security is governed by this title and not by
[Uniform Commercial Code — Commercial Paper] TITLE 3, even
though it also meets the requirements of that title. This title
does not apply to money. IF A CERTIFICATED SECURITY HAS BEEN
RETAINED BY, OR SURRENDERED TO, THE ISSUER OR ITS TRANSFER AGENT
FOR REASONS OTHER THAN REGISTRATION OF TRANSFER, OTHER TEMPORARY
PURPOSE, PAYMENT, EXCHANGE OR ACQUISITION BY THE ISSUER, THAT
SECURITY SHALL BE TREATED AS AN UNCERTIFICATED SECURITY FOR
PURPOSES OF THIS TITLE.

[(c)] (D) A CERTIFICATED security is in "registered
form" [when] IF:

(I)   [it] IT specifies a person entitled to the
security or to the rights it [evidences] REPRESENTS; and [when]

(II)   [its] ITS transfer may be registered upon
books maintained for that purpose by or on behalf of [an] THE
issuer or the security so states.

[(d)] (E) A CERTIFICATED security is in "bearer
form" [when] IF it runs to bearer according to its terms and not
by reason of any indorsement.

(2)  A "subsequent purchaser" is a person who takes other
than by original issue.

(3)  A "clearing corporation" is A CORPORATION REGISTERED AS
A "CLEARING AGENCY" UNDER THE FEDERAL SECURITIES LAWS OR a
corporation:

(a) [at] AT least [ninety] 90 percent of [the] WHOSE
capital stock [of which] is held by or for [one] 1 or more
[persons (other than individuals)] ORGANIZATIONS, NONE OF WHICH,
OTHER THAN A NATIONAL SECURITIES EXCHANGE OR ASSOCIATION, HOLDS
IN EXCESS OF 20 PERCENT OF THE CAPITAL STOCK OF THE CORPORATION,
AND each of [whom] WHICH IS:

(i) [Is subject] SUBJECT to supervision or
regulation pursuant to the provisions of federal or state banking
laws or state insurance laws[, or];

(ii) [Is a] A broker or dealer or investment
company registered under the [Securities Exchange Act of 1934 or
the Investment Company Act of 1940] FEDERAL SECURITIES LAWS[,];
or

(iii) [Is a] A national securities exchange or
association registered under [a statute of the United States such
as the Securities Exchange Act of 1934,] THE FEDERAL SECURITIES
LAWS; and [none of whom, other than a national securities
exchange or association, holds in excess of twenty percent of the
capital stock of such corporation; and]