(a) Certificates for shares. Certificates representing shares of
capital stock of the subsidiary holding company shall be in such form
as shall be determined by the board of directors and approved by the
Board. The certificates shall be signed by the chief executive officer
or by any other officer of the subsidiary holding company authorized
by the board of directors, attested by the secretary or an assistant
secretary, and sealed with the corporate seal or a facsimile thereof.
The signatures of such officers upon a certificate may be facsimiles
if the certificate is manually signed on behalf of a transfer agent
or a registrar other than the subsidiary holding company itself or
one of its employees. Each certificate for shares of capital stock
shall be consecutively numbered or otherwise identified. The name
and address of the person to whom the shares are issued, with the
number of shares and date of issue, shall be entered on the stock
transfer books of the subsidiary holding company. All certificates
surrendered to the subsidiary holding company for transfer shall be
cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered
and cancelled, except that in the case of a lost or destroyed certificate
a new certificate may be issued upon such terms and indemnity to the
subsidiary holding company as the board of directors may prescribe.
(b) Transfer of shares. Transfer of shares of capital stock of the subsidiary holding company
shall be made only on its stock transfer books. Authority for such
transfer shall be given only by the holder of record or by a legal
representative, who shall furnish proper evidence of such authority,
or by an attorney authorized by a duly executed power of attorney
and filed with the subsidiary holding company. The transfer shall
be made only on surrender for cancellation of the certificate for
the shares. The person in whose name shares of capital stock stand
on the books of the subsidiary holding company shall be deemed by
the subsidiary holding company to be the owner for all purposes.
