Securities Exchange Act of 1934
Section 13

March 4, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts and representations in your letter, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

An issuer (as defined in Section 2 of the Sarbanes-Oxley Act of 2002) that permits its directors and/or executive officers (or the equivalent thereof) to participate in the EBIC Program would not be deemed thereby, directly or indirectly, to be extending or maintaining credit, arranging for the extension of credit, or renewing an extension of credit, in the form of a personal loan to or for such individuals, for purposes of Section 13(k) of the Securities Exchange Act of 1934. In addition, an issuer (as defined in Section 2 of the Sarbanes-Oxley Act of 2002) would not be deemed, directly or indirectly, to be extending or maintaining credit, arranging for the extension of credit, or renewing an extension of credit, in the form of a personal loan to or for such individuals, for purposes of Section 13(k) of the Securities Exchange Act of 1934, if it undertakes the ministerial or administrative activities described in your letter to permit its directors and executive officers to participate in the EBIC Program.

These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/ringsend030413.htm