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                               BAY NETWORKS, INC.

                        1994 EMPLOYEE STOCK PURCHASE PLAN

                 (As Amended by the Board through July 29, 1997)



     1. Purpose. The Bay Networks, Inc. 1994 Employee Stock Purchase Plan (the
"Plan") is established to provide eligible employees of Bay Networks, Inc. ("Bay
Networks"), and any current or future parent or subsidiary corporations of Bay
Networks which the Board of Directors of Bay Networks (the "Board") determines
should be included in the Plan (collectively referred to as the "Company"), with
an opportunity to acquire a proprietary interest in the Company by the purchase
of common stock of Bay Networks. (Bay Networks and any parent or subsidiary
corporation designated by the Board as a participating corporation shall be
individually referred to herein as a "Participating Company." For purposes of
the Plan, a parent corporation and a subsidiary corporation shall be as defined
in sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended
(the "Code").

     It is intended that the Plan shall qualify as an "employee stock purchase
plan" under section 423 of the Code (including any future amendments or
replacements of such section), and the Plan shall be so construed. Any term not
expressly defined in the Plan but defined for purposes of section 423 of the
Code shall have the same definition herein.

     An employee participating in the Plan (a "Participant") may withdraw such
Participant's accumulated payroll deductions (if any) therein at any time during
an Offering Period (as defined below). Accordingly, each Participant is, in
effect, granted an option pursuant to the Plan (a "Purchase Right") which may or
may not be exercised at the end of a Purchase Period and which is intended to
qualify as an option described in section 423 of the Code.

     2. Administration. The Plan shall be administered by the Board and/or by a
duly appointed committee of the Board having such powers as shall be specified
by the Board. Any subsequent references to the Board shall also mean the
committee if a committee has been appointed. The Board shall have the sole and
absolute discretion to determine from time to time what parent corporations
and/or subsidiary corporations shall be Participating Companies. All questions
of interpretation of the Plan or of any Purchase Right shall be determined by
the Board and shall be final and binding upon all persons having an interest in
the Plan and/or any Purchase Right. Subject to the provisions of the Plan, the
Board shall determine all of the relevant terms and conditions of Purchase
Rights granted pursuant to the Plan; provided, however, that all Participants
granted Purchase Rights pursuant to the Plan shall have the same rights and
privileges within the meaning of section 423(b)(5) of the Code. All expenses
incurred in connection with the administration of the Plan shall be paid by the
Company.

     3. Share Reserve. The maximum number of shares which may be issued under
the Plan shall be five million two hundred fifty thousand (5,250,000) shares of
the authorized but unissued common stock of Bay Networks (the "Shares"). In the
event that any Purchase Right 

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for any reason expires or is canceled or terminated, the Shares allocable to the
unexercised portion of such Purchase Right may again be subjected to a Purchase
Right.

     4. Eligibility. Any employee of a Participating Company is eligible to
participate in the Plan except the following:

        (a) employees who are customarily employed by the Company for less than
twenty (20) hours a week;

        (b) employees whose customary employment is for not more than five (5)
months in any calendar year; and

        (c) employees who own or hold options to purchase or who, as a result of
participation in this Plan, would own or hold options to purchase, stock of the
Company possessing five percent (5%) or more of the total combined voting power
or value of all classes of stock of any one of the corporations referred to as
the Company within the meaning of section 423(b)(3) of the Code; and

     5. Offerings.

        (a) Offering Periods. Effective for Offerings beginning on and after
November 1, 1996, the Plan shall be implemented by offerings (individually an
"Offering") of twenty-four (24) months duration (an "Offering Period"). An
Offering shall commence on May 1 and November 1 of each year. The Offering
commencing on May 1 shall end on April 30 of the second following year. The
Offering commencing on November 1 shall end on October 31 of the second
following year. Notwithstanding the foregoing, the Board may establish a
different term for one or more Offerings and/or different commencing and/or
ending dates for such Offerings. The first day of an Offering shall be the
"Offering Date" for such Offering.

        (b) Purchase Periods. Each Offering Period shall consist of four (4)
consecutive purchase periods of six (6) months duration (the "Purchase Period").
The last day of each Purchase Period shall be the "Purchase Date" for such
Purchase Period. A Purchase Period commencing on May 1 shall end on the next
October 31. A Purchase Period commencing on November 1 shall end on the next
April 30. The Board may establish a different term for one or more Purchase
Periods and/or different commencing dates and/or Purchase Dates for such
Purchase Periods. In the event a Purchase Date is not a business day, the
Company shall specify the business day that will be deemed the Purchase Date.

        (c) Governmental Approval; Shareholder Approval. Notwithstanding any
other provision of the Plan to the contrary, any Purchase Right granted pursuant
to the Plan shall be subject to (i) obtaining all necessary governmental
approvals and/or qualifications of the sale and/or issuance of the Purchase
Rights and/or the Shares, and (ii) obtaining shareholder approval of the Plan.
Notwithstanding the foregoing, shareholder approval shall not be necessary in
order to grant any Purchase Right granted on the Offering Date of the Plan's
initial Offering Period; provided, however, that the exercise of any such
Purchase Right shall be subject to obtaining shareholder approval of the Plan.


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     6. Participation in the Plan.

        (a) Initial Participation. An eligible employee shall become a
participant in the Plan (a "Participant") on the first Offering Date after
satisfying the eligibility requirements and delivering to the Company's payroll
office two (2) weeks prior to such Offering Date or as may be established by the
Company from time to time (the "Subscription Date") a subscription agreement
indicating the employee's election to participate in the Plan and authorizing
payroll deductions. An eligible employee who does not deliver a subscription
agreement to the Company on or before the Subscription Date shall not
participate in the Plan for that Offering or for any subsequent Offering unless
such eligible employee subsequently enrolls in the Plan by complying with the
provisions of paragraph 4 and by filing a subscription agreement with the
Company on or before the Subscription Date for such subsequent Offering. An
employee who becomes eligible to participate in the Plan after an Offering has
commenced shall not be eligible to participate in such Offering but may
participate in any subsequent Offering provided such employee is still eligible
to participate in the Plan as of the commencement of any such subsequent
Offering.

        (b) Continued Participation. Participation in the Plan shall continue
until (i) the Participant ceases to be eligible as provided in paragraph 4, (ii)
the Participant withdraws from the Plan pursuant to paragraph 11, or (iii) the
Participant terminates employment or dies as provided in paragraphs 11(e) and
11(f). If a Participant is automatically withdrawn from an Offering at the end
of the first Purchase Period of such Offering pursuant to paragraph 11(c), then
the Participant shall automatically participate in the Offering Period
commencing concurrently with or immediately after the termination of such
Purchase Period. At the end of an Offering Period, each Participant in such
terminating Offering Period shall automatically participate in the first
subsequent Offering Period according to the same elections contained in the
Participant's subscription agreement effective for the Offering Period which has
just ended, provided such Participant is still eligible to participate in the
Plan as provided in paragraph 4. However, a Participant may file a subscription
agreement with respect to such subsequent Offering Period if the Participant
desires to change any of the Participant's elections contained in the
Participant's then effective subscription agreement.

     7. Maximum Right to Purchase Shares.

        (a) Except as set forth in subparagraph (b) below, during an Offering
Period each Participant shall have a Purchase Right consisting of the right to
purchase that number of whole Shares which may be purchased at the applicable
Offering Exercise Price (as defined in paragraph 8, below), with amount of the
Participant's accumulated payroll deductions for such Offering Period, up to a
maximum equal to that number of whole Shares arrived at by dividing twenty
thousand one hundred sixty dollars ($20,160) by eighty-five percent (85%) of the
fair market value of the Shares, as determined in accordance with paragraph 8,
below on the Offering Date.

        (b) Notwithstanding any other provision of the Plan, no Participant
shall be entitled to purchase Shares under the Plan at a rate which exceeds
$25,000 in fair market value, determined as of the Offering Date for each
Offering Period (or such other limit as may be imposed by the Code), for each
calendar year in which the Participant participates in the Plan.


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     8. Purchase Price. The purchase price at which Shares may be acquired at
the end of a Purchase Period pursuant to the exercise of all or any portion of a
Purchase Right granted under the Plan (the "Offering Exercise Price") shall be
eighty-five percent (85%) of the lesser of (a) the fair market value of the
Shares on the Offering Date of such Offering or (b) the fair market value of the
Shares on the Purchase Date or such higher price as may be set by the Board
prior to the commencement of an Offering. The fair market value of the Shares on
the Offering Date will be the closing price quoted on the New York Stock
Exchange (the "NYSE") on the last trading day prior to the Offering Date and the
fair market value of the Shares on the Purchase Date will be the closing price
quoted on the NYSE on the Purchase Date.

     9. Payroll Deductions and Payment of Purchase Price.

        (a) Payroll Deductions. Shares which are acquired pursuant to the
exercise of all or any portion of a Purchase Right for a given Offering Period
may be paid for only by means of payroll deductions from the Participant's
Compensation accumulated during the Offering Period. For purposes of the Plan, a
Participant's "Compensation" with respect to an Offering shall include all
amounts paid in cash and includable as "wages" subject to tax under section
3101(a) of the Code without applying the dollar limitation of section 3121(a) of
the Code. Accordingly, Compensation shall include, without limitation, salaries,
commissions, bonuses, and overtime. Compensation shall not include
reimbursements of expenses, allowances, or any amount deemed received without
the actual transfer of cash or any amounts directly or indirectly paid pursuant
to the Plan or any other stock purchase or stock option plan. Except as set
forth below, the amount of Compensation to be withheld from a Participant's
Compensation during each pay period shall be determined by the Participant's
subscription agreement.

        (b) Election to Increase or Decrease Withholding. During an Offering
Period, except as provided in subparagraph 9(b)(ii), below, a Participant may
elect to increase or decrease the amount withheld from his or her Compensation
by filing an amended subscription agreement with the Company on or before the
Change Notice Date. The "Change Notice Date" shall initially be two (2) weeks
prior to the end of the first pay period for which such election is to be
effective; however, the Company may change such Change Notice Date from time to
time.

        (c) Limitations on Payroll Withholding.

            (i) The amount of payroll withholding with respect to the Plan for
any Participant during any pay period shall not exceed ten percent (10%) of the
Participant's Compensation for such pay period. Amounts shall be withheld in
whole percentages only and shall be reduced by any amounts contributed by the
Participant and applied to the purchase of Company stock pursuant to any other
employee stock purchase plan qualifying under section 423 of the Code.

            (ii) The maximum amount of payroll deductions for any Purchase
Period may not exceed five thousand forty dollars ($5,040).

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        (d) Payroll Withholding. Payroll deductions shall commence on the first
payday following the Offering Date and shall continue to the end of the Offering
Period unless sooner altered or terminated as provided in the Plan.

        (e) Participant Accounts. Individual accounts shall be maintained for
each Participant. All payroll deductions from a Participant's Compensation shall
be credited to such account and shall be deposited with the general funds of the
Company. All payroll deductions received or held by the Company may be used by
the Company for any corporate purpose.

        (f) No Interest Paid. Except as otherwise required by applicable law,
interest shall not be paid on sums withheld from a Participant's Compensation.

     10. Exercise of Purchase Right.

        (a) Automatic Exercise of Purchase Right. On each Purchase Date of an
Offering Period, each Participant who has not withdrawn from the Offering or
whose participation in the Offering has not terminated on or before such last
day and each beneficiary who has elected to exercise a deceased Participant's
Purchase Right (pursuant to paragraph 11(f) below) shall automatically acquire
pursuant to the exercise of the Participant's Purchase Right the number of whole
Shares arrived at by dividing the total amount of the Participant's accumulated
payroll deductions for the Purchase Period by the Offering Exercise Price;
provided, however, in no event shall the number of Shares purchased by the
Participant or the beneficiary exceed the limitations set forth in paragraph 7.
Except as provided in paragraph 11(f) below, no Shares shall be purchased on
behalf of a Participant whose participation in the Offering or the Plan has
terminated on or before the date of such exercise.

        (b) Return of Cash Balance. Any cash balance remaining in the
Participant's account shall be refunded to the Participant as soon as practical
after the Purchase Date. In the event the cash to be returned to a Participant
pursuant to the preceding sentence is an amount less than the amount necessary
to purchase a whole Share, the Company may establish procedures whereby such
cash is maintained in the Participant's account and applied toward the purchase
of Shares in the subsequent Purchase or Offering Period.

        (c) Withholding. At the time the Purchase Right is exercised, in whole
or in part, or at the time some or all of the Shares are disposed of, the
Company shall withhold from the Participant's Compensation the amount, if any,
necessary to satisfy the foreign, federal and state tax withholding obligations
of the Company which may arise upon exercise of the Purchase Right and/or upon
disposition of Shares, unless the Participant makes other arrangements with the
Company to meet such withholding obligations.

        (d) Company Established Procedures. The Company may, from time to time,
establish (A) a minimum required withholding amount for participation in any
Offering, (B) limitations on the frequency and/or number of changes in the
amount withheld during an Offering, (C) an exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, (D) payroll withholding in
excess of or less than the amount designated by a Participant in order to adjust
for delays or mistakes in the Company's processing of subscription agreements,


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and/or (E) such other limitations or procedures as deemed advisable by the
Company in the Company's sole discretion which are consistent with the Plan.

        (e) Allocation of Shares. In the event the number of Shares which might
be purchased by all Participants in the Plan exceeds the number of Shares
available in the Plan, the Company shall make a pro rata allocation of the
remaining Shares in as uniform a manner as shall be practicable and as the
Company shall determine to be equitable.

        (f) Expiration of Purchase Right. Any portion of a Participant's
Purchase Right remaining unexercised after the end of the Offering Period to
which such Purchase Right relates shall expire immediately upon the end of such
Offering Period.

     11. Withdrawal and Termination of Employment.

        (a) Voluntary Withdrawal From an Offering. A Participant may withdraw
from an Offering by signing a written notice of withdrawal on a form provided by
the Company for such purpose and delivering such notice to the Company at any
time prior to the end of an Offering Period; however, if a Participant withdraws
after the Purchase Date for the first Purchase Period of an Offering, the
withdrawal shall not affect Shares acquired by the Participant in the prior
Purchase Period. A Participant may not thereafter resume participation in the
same Offering upon withdrawal from such Offering. Unless otherwise indicated by
the Participant, withdrawal from an Offering shall not result in a withdrawal
from the Plan or any succeeding Offering therein. The Company may, from time to
time, impose a requirement that the notice of withdrawal be on file with the
Company for a reasonable period prior to the effectiveness of the Participant's
withdrawal from an Offering.

        (b) Voluntary Withdrawal from the Plan. A Participant may withdraw from
the Plan by signing a written notice of withdrawal on a form provided by the
Company for such purpose and delivering such notice to the Company. Withdrawals
made after the first Purchase Date of an Offering Period shall not affect shares
acquired by the Participant on such Purchase Date. In the event a Participant
voluntarily elects to withdraw from the Plan, the Participant may not resume
participation in the Plan during the same Offering Period, but may participate
in any subsequent Offering under the Plan by again satisfying the requirements
of paragraphs 4 and 6. The Company may impose, from time to time, a requirement
that the notice of withdrawal be on file with the Company for a reasonable
period prior to the effectiveness of the Participant's withdrawal from the Plan.

        (c) Automatic Withdrawal From an Offering. If the fair market value of
the Shares on a Purchase Date (other than the last Purchase Date of an Offering)
is less than the fair market value of the Shares on the Offering Date for such
Offering, then every Participant shall automatically (i) be withdrawn from the
Offering at the close of the Purchase Date and after the acquisition of Shares
for such Purchase Period, and (ii) be enrolled in the Offering commencing
concurrently with or immediately after the termination of such Purchase Period.

        (d) Waiver of Withdrawal Right. The Company may, from time to time,
establish a procedure pursuant to which a participant may elect (an "Irrevocable
Election"), prior to the commencement of an Offering Period or Purchase Period,
to have all payroll deductions 


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accumulated in his or her Plan account as of the Purchase Date applied to
purchase shares under the Plan and (i) to waive his or her right to withdraw
from the Offering or the Plan pursuant to this paragraph 11, and (ii) to waive
his or her right to increase, decrease, or cease payroll deductions from his or
her compensation for such Offering during the time such election is in effect.
Such election shall be made in writing on a form provided by the Company for
such purpose and must be delivered to the Company not later than the close of
business on the day prior to the first day of the Offering Period or the
Purchase Period for which such election is to first be effective.

        (e) Termination of Employment. Termination of a Participant's employment
with the Company for any reason, including retirement, other than death while in
the employ of the Company, shall terminate the Participant's participation in
the Plan immediately. A Participant whose participation has been so terminated
may again become eligible to participate in the Plan by again satisfying the
requirements of paragraphs 4 and 6.

        (f) Death of a Participant. Upon termination of the Participant's
employment with the Company because of death, his or her beneficiary (as defined
in paragraph 13) shall have the right to elect, by written notice given to the
Company prior to the first to occur of (A) the expiration of the period of sixty
(60) days commencing with the date of the death of the Participant, or (B) the
Purchase Date next following the date of the Participant's death, either

            (i) to withdraw all of the payroll deductions credited to the
Participant's account under the Plan; or

            (ii) to exercise the Participant's Purchase Right on the Purchase
Date next following the date of the Participant's death for the purchase of the
number of whole Shares which the accumulated payroll deductions in the
Participant's account at the applicable Offering Exercise Price, and any excess
in such account will be returned to said beneficiary.

In the event that no such written notice of election shall be duly received by
the Company, the beneficiary shall automatically be deemed to have elected to
withdraw the payroll deductions credited to the Participant's account at the
date of the Participant's death.

     12. Repayment of Payroll Deductions. In the event a Participant's interest
in the Plan or any Offering therein is terminated for any reason, the balance
held in the Participant's account balance shall be returned as soon as practical
after such termination to the Participant (or, in the case of the Participant's
death, to the Participant's beneficiary) and all of the Participant's rights
under the Plan shall terminate except as otherwise provided herein. Such account
balance may not be applied to any other Offering under the Plan. Except as
otherwise required by applicable law, no interest shall be paid on sums returned
to a Participant pursuant to this paragraph 12.

     13. Designation of Beneficiary.

        (a) Each Participant shall have the right to designate on forms provided
by the Company a beneficiary to receive the Shares and/or cash upon the
Participant's death as provided in paragraph 11(f).

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        (b) If, upon the death of a Participant, former Participant or
beneficiary, there is no valid designation of beneficiary on file with the
Company, or if the designated beneficiary is not then living, the Company shall
designate as the Beneficiary, in order of priority:

            (i) the surviving spouse;

            (ii) surviving children, including adopted children;

            (iii) surviving parents; or

            (iv) the Participant's estate, provided that at all times the
Company shall have the right to designate as beneficiary the Participant's
estate irrespective of said order of priority.

The determination of the Company as to which persons, if any, qualify within the
aforementioned categories shall be final and conclusive upon all persons.

     14. Transfer of Control. A "Transfer of Control" shall be deemed to have
occurred in the event any of the following occurs with respect to the Control
Company. For purposes of applying this paragraph 14, the "Control Company" shall
mean the Participating Company whose stock is subject to the Purchase Right.

        (a) a merger in which the shareholders before such merger do not retain,
directly or indirectly, at least a majority of the beneficial interest in the
voting stock of the Control Company; or

        (b) the sale or exchange of all or substantially all of the Control
Company's assets (other than a sale or transfer to a subsidiary of the Company
as defined in section 424(f) of the Code).

        In the event of a Transfer of Control, the Board, in its sole
discretion, shall either (i) provide that Purchase Rights granted under the Plan
shall be fully exercisable to the extent of each Participant's account balance
for the Offering Period as of a date prior to the Transfer of Control, as the
Board so determines or (ii) arrange with the surviving, continuing, successor,
or purchasing corporation, as the case may be, that such corporation assume the
Company's rights and obligations under the Plan. All Purchase Rights shall
terminate effective as of the date of the Transfer of Control to the extent that
the Purchase Right is neither exercised as of the date of the Transfer of
Control nor assumed by the surviving, continuing, successor, or purchasing
corporation, as the case may be.

     15. Capital Changes. In the event of changes in the common stock of the
Company due to a stock split, reverse stock split, stock dividend, combination,
reclassification, or like change in the Company's capitalization, or in the
event of any merger, sale or other reorganization, appropriate adjustments shall
be made by the Company in the Plan's share reserve, the number of Shares subject
to a Purchase Right and in the purchase price per share. Furthermore, in the
event of any such change the Board may terminate any outstanding Offering
effective on or after the effective date of any such change; provided, however,
the date of such 

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termination shall be deemed a Purchase Date and shall be not sooner than thirty
(30) days after giving notice of such termination to the Participants.

     16. Rights as a Stockholder and Employee. A Participant shall have no
rights as a stockholder by virtue of the Participant's participation in the Plan
until the date of the issuance of a stock certificate(s) for the Shares being
purchased pursuant to the exercise of the Participant's Purchase Right. No
adjustment shall be made for cash dividends or distributions or other rights for
which the record date is prior to the date such stock certificate(s) are issued.
Nothing herein shall confer upon a Participant any right to continue in the
employ of the Company or interfere in any way with any right of the Company to
terminate the Participant's employment at any time.

     17. Reports. Each Participant who exercised all or part of the
Participant's Purchase Right for a Purchase Period shall receive as soon as
practical after the last day of such Purchase Period a report of such
Participant's account setting forth the total payroll deductions accumulated,
the number of Shares purchased and the remaining cash balance to be refunded or
retained in the Participant's account pursuant to paragraph 9(b), if any.

     18. Plan Term. This Plan shall continue until terminated by the Board or
until all of the Shares reserved for issuance under the Plan have been issued,
whichever shall first occur.

     19. Restriction on Issuance of Shares. The issuance of shares pursuant to
the Purchase Right shall be subject to compliance with all applicable
requirements of federal or state law with respect to such securities. The
Purchase Right may not be exercised if the issuance of shares upon such exercise
would constitute a violation of any applicable federal or state securities laws
or other law or regulations. In addition, no Purchase Right may be exercised
unless (i) a registration statement under the Securities Act of 1933, as
amended, shall at the time of exercise of the Purchase Right be in effect with
respect to the shares issuable upon exercise of the Purchase Right, or (ii) in
the opinion of legal counsel to the Company, the shares issuable upon exercise
of the Purchase Right may be issued in accordance with the terms of an
applicable exemption from the registration requirements of said Act. As a
condition to the exercise of the Purchase Right, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the
Company.

     20. Legends. The Company may at any time place legends or other identifying
symbols referencing any applicable federal and/or state securities restrictions
and any provision convenient in the administration of the Plan on some or all of
the certificates representing shares of stock issued under the Plan. The
Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to a
Purchase Right in the possession of the Participant in order to effectuate the
provisions of this paragraph 20.

     21. Non-Transferability. During the lifetime of the Participant, the
Purchase Right shall be exercisable only by said Participant. No Purchase Right
shall be assignable or transferable by the Participant, except by will or by the
laws of descent and distribution. The Company, in its absolute discretion, may
impose such restrictions on the transferability of the shares purchasable upon
the exercise of a Purchase Right as it deems appropriate and any such


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restriction shall be set forth in the respective subscription agreement and may
be referred to on the certificates evidencing such shares. The Company may
require the employee to give the Company prompt notice of any disposition of
shares of stock acquired by exercise of a Purchase Right within two years from
the date of granting such Purchase Right or one year from the date of exercise
of such Purchase Right. The Company may direct that the certificates evidencing
shares acquired by exercise of a Purchase Right refer to such requirement to
give prompt notice of disposition.

     22. Amendment or Termination of the Plan. The Board may at any time amend
or terminate the Plan, except that such termination shall not affect Purchase
Rights previously granted under the Plan, nor may any amendment make any change
in a Purchase Right previously granted under the Plan which would adversely
affect the right of any Participant (except as otherwise specifically provided
in this Plan or as may be necessary to qualify the Plan as an employee stock
purchase plan pursuant to section 423 of the Code). In addition, an amendment to
the Plan must be approved by the stockholders of the Company, within the meaning
of section 423 of the Code, within twelve (12) months of the adoption of such
amendment if such amendment would authorize the sale of more shares than are
authorized for issuance under the Plan or would change the definition of the
corporations that may be designated by the Board as a corporation the employees
of which are eligible to participate in the Plan. In addition to the foregoing,
the approval of the Company's stockholders shall be sought for any amendment to
the Plan for which the Board deems stockholder approval necessary in order to
comply with Rule 16b-3 promulgated under the Exchange Act, and amended from time
to time or any successor rule or regulation.



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