Consolidated Tape Association; Notice of Filing of the Thirty-Seventh Substantive Amendment to the Second Restatement of the CTA Plan and Twenty-Eighth Substantive Amendment to the Restated CQ Plan, 67800-67829 [2021-25745]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 86, Number 226 (Monday, November 29, 2021)]
[Notices]
[Pages 67800-67829]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-25745]



[[Page 67799]]

Vol. 86

Monday,

No. 226

November 29, 2021

Part II





Securities and Exchange Commission





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Consolidated Tape Association; Notice of Filing of the Thirty-Seventh 
Substantive Amendment to the Second Restatement of the CTA Plan and 
Twenty-Eighth Substantive Amendment to the Restated CQ Plan; Notice

Federal Register / Vol. 86 , No. 226 / Monday, November 29, 2021 / 
Notices

[[Page 67800]]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93615; File No. SR-CTA/CQ-2021-02]


Consolidated Tape Association; Notice of Filing of the Thirty-
Seventh Substantive Amendment to the Second Restatement of the CTA Plan 
and Twenty-Eighth Substantive Amendment to the Restated CQ Plan

November 29, 2021.
    Pursuant to Section 11A of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 608 thereunder,\2\ notice is hereby given that 
on November 5, 2021,\3\ the Participants \4\ in the Second Restatement 
of the Consolidated Tape Association (``CTA'') Plan and Restated 
Consolidated Quotation (``CQ'') Plan (collectively ``CTA/CQ Plans'' or 
``Plans'') filed with the Securities and Exchange Commission (``SEC'' 
or ``Commission'') a proposal to amend the Plans. These amendments 
represent the Thirty-Seventh Substantive Amendment to the CTA Plan and 
Twenty-Eighth Substantive Amendment to the CQ Plan (``Amendments''). 
Under the Amendments, the Participants propose to amend the Plans to 
implement the non-fee-related aspects of the Commission's Market Data 
Infrastructure Rules (``MDI Rules'').\5\ The Participants have 
submitted a separate amendment to adopt fees for the receipt of the 
expanded content of consolidated market data pursuant to the MDI Rules.
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    \1\ 15 U.S.C. 78k-1.
    \2\ 17 CFR 242.608.
    \3\ See Letter from Robert Books, Chair, CTA/CQ Operating 
Committee, to Vanessa Countryman, Secretary, Commission (Nov. 5, 
2021).
    \4\ The Participants are: Cboe BYX Exchange, Inc., Cboe BZX 
Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., 
Cboe Exchange, Inc., Financial Industry Regulatory Authority, Inc., 
The Investors' Exchange LLC, Long-Term Stock Exchange, Inc., MEMX 
LLC, MIAX PEARL, LLC, Nasdaq BX, Inc., Nasdaq ISE, LLC, Nasdaq PHLX, 
Inc., The Nasdaq Stock Market LLC, New York Stock Exchange LLC, NYSE 
American LLC, NYSE Arca, Inc., NYSE Chicago, Inc., and NYSE 
National, Inc. (collectively, the ``Participants'').
    \5\ Securities Exchange Act Release No. 90610, 86 FR 18596 
(April 9, 2021) (File No. S7-03-20) (``MDI Rules Release'').
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    The proposed Amendments have been filed by the Participants 
pursuant to Rule 608(b)(2) under Regulation NMS.\6\ The Commission is 
publishing this notice to solicit comments from interested persons on 
the proposed Amendments. Set forth in Sections I and II, which were 
prepared and submitted to the Commission by the Participants, is the 
statement of the purpose and summary of the Amendments, along with 
information pursuant to Rules 608(a) and 601(a) under the Act. Copies 
of the Plans marked to show the proposed Amendments are Attachments A 
and B to this notice.
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    \6\ 17 CFR 242.608(b)(2).
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I. Rule 608(a)

A. Purpose of the Amendments

    On December 9, 2020, the Commission adopted amendments to 
Regulation NMS. The effective date of the final MDI Rules was June 8, 
2021. New Rule 614(e) of Regulation NMS, as set forth in the MDI Rules, 
provides that ``[t]he participants to the effective national market 
system plan(s) for NMS stocks shall file with the Commission . . . an 
amendment that includes [the provisions specified in Rule 614(e)(1)--
(5)] within 150 calendar days from June 8, 2021[,]'' which is November 
5, 2021. The Participants are filing the above-captioned amendments to 
comply with Rule 614(e) requirements. As further specified in the MDI 
Rules Release, the Participants must also submit updated fees regarding 
the receipt and use of the expanded content of consolidated market 
data.\7\ The Participants are submitting separate amendments to the 
Plans to propose such fees.
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    \7\ MDI Rules Release at 18699.
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    Below, the Participants summarize the proposed amendment to each of 
the Plans to comply with Rule 614(e) of the MDI Rules.\8\
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    \8\ As the Commission is aware, some of the SROs (the 
``Petitioners'') have challenged the MDI Rules Release in the D.C. 
Circuit. The Petitioners have joined in this submission, including 
the statement that the Plan amendments comply with the MDI Rules 
Release, solely to satisfy the requirements of the MDI Rules Release 
and Rule 608. Nothing in this submission should be construed as 
abandoning any arguments asserted in the D.C. Circuit, as an 
agreement by Petitioners with any analysis or conclusions set forth 
in the MDI Rules Release, or as a concession by Petitioners 
regarding the legality of the MDI Rules Release. Petitioners reserve 
all rights in connection with their pending challenge of the MDI 
Rules Release, including inter alia, the right to withdraw the 
proposed amendment or assert that any action relating to the 
proposed amendment has been rendered null and void, depending on the 
outcome of the pending challenge. Petitioners further reserve all 
rights with respect to this submission, including inter alia, the 
right to assert legal challenges regarding the Commission's 
disposition of this submission.
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1. Changes to CTA Plan
Preface
    The Participants propose to amend the Preface to state that terms 
used in the CTA Plan will have the same meaning as such terms are 
defined in Rule 600(b) under the Securities Exchange Act of 1934 (the 
``Exchange Act'').
Section IV
    The Participants propose to add Section IV.(e) to state that the 
Participants will publish on the CTA Plan's website: (1) The Primary 
Listing Exchange for each Eligible Security; and (2) on a monthly 
basis, the consolidated market data gross revenues for Eligible 
Securities as specified by Tape A and Tape B securities. This addition 
is designed to comply with the requirements of Rule 614(e)(4) and 
(5)(i) and (iii).
Section V
    The Participants propose to amend the heading of Section V to 
reference Competing Consolidators in addition to the Plan Processor. 
The Participants propose adding Section V.(f) to state that, on an 
annual basis, the Operating Committee will assess the performance of 
Competing Consolidators, prepare an annual report containing such 
assessment, and furnish the report to the Commission prior to the 
second quarterly meeting of the Operating Committee. These additions 
are designed to comply with the requirements of Rule 614(e)(3).
    In addition, Rule 614(d)(5) requires Competing Consolidators to 
publish prominently on their websites monthly performance metrics, 
which are to be defined by the Plans. Accordingly, the Participants 
propose to amend Section V to define such ``monthly performance 
metrics,'' in accordance with the requirements of Rule 614(d)(5) and 
sub-paragraphs (i)--(v) thereof.\9\
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    \9\ MDI Rules Release at 18673.
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Section VI
    The Participants propose to amend Section VI.(c) to reference 
Competing Consolidators and Self-Aggregators in addition to the Plan 
Processor in connection with the reporting format and technical 
specifications of last sale price information. In addition, the 
Participants propose to add a sub-bullet to require the reporting of 
the time that a Participant made the last sale price information 
available to Competing Consolidators and Self-Aggregators, reported in 
microseconds. These additions are designed to comply with the 
requirements of Rules 614(e)(1) and (2).
    Finally, the Participants propose removing Section VI.(g) to remove 
references to the Intermarket Trading System (``ITS'') as the ITS is 
obsolete.
Section VIII
    The Participants propose to amend Section VIII.(a) to add the 
requirement that each Participant agrees to collect

[[Page 67801]]

and report to Competing Consolidators and Self-Aggregators all last 
sale price information in the same manner and using the same methods, 
including all methods of access and the same format, as such 
Participant makes available any information with respect to quotations 
for and transactions in Eligible Securities to any person. 
Additionally, the Participants propose to amend Section VIII.(b) to 
refer to the Competing Consolidators and the Self-Aggregators in 
addition to referring to the Processor when discussing FINRA's 
responsibilities. These additions are designed to comply with the 
requirements of Rule 614(e)(1).
    The Participants propose to delete Section VIII.(c) to delete the 
requirement that each Participant provide a description of the 
procedures by which it collects and reports last sale price information 
to the Processor. The Participants believe this provision is no longer 
relevant under the MDI Rules, which replaces the Processor with 
Competing Consolidators and Self- Aggregators.
Section IX
    The Participants propose revising Section IX.(a) to make clear that 
that the current market data contracts regarding the receipt of market 
data will be applicable to the Competing Consolidators and Self-
Aggregators. The Participants believe that this change is consistent 
with Rule 614(e)(1) and is necessary since the Competing Consolidators 
and Self-Aggregators will be receiving and using consolidated market 
data, and any such parties should be subject to the same contracts 
applicable to vendors and subscribers.
Section XI
    The Participants propose revising Section XI to include references 
to notifying Competing Consolidators and Self-Aggregators in addition 
to the Processor in connection with Regulatory and Operational Halts. 
The Participants believe these additions are consistent with the 
requirements of Rule 614(e)(1) and are necessary to ensure that such 
entities are notified of information related to Regulatory and 
Operational Halts and, with respect to Competing Consolidators, can 
further disseminate such information to their customers.
2. Changes to CQ Plan
Preface
    The Participants propose to amend the Preface to state that terms 
used in the CQ Plan will have the same meaning as such terms are 
defined in Rule 600(b) under the Exchange Act.
Section IV
    The Participants propose to add Section IV.(e) to state that the 
Participants will publish on the CQ Plan's website: (1) The Primary 
Listing Exchange for each Eligible Security; and (2) on a monthly 
basis, the consolidated market data gross revenues for Eligible 
Securities as specified by Tape A and Tape B securities. This addition 
is designed to comply with the requirements of Rule 614(e)(4) and 
(5)(i) and (iii).
Section V
    The Participants propose to amend the heading of Section V to 
reference Competing Consolidators in addition to the Processor. The 
Participants propose adding Section V.(f) to state that, on an annual 
basis, the Operating Committee will assess the performance of Competing 
Consolidators, prepare an annual report containing such assessment, and 
furnish the report to the Commission prior to the second quarterly 
meeting of the Operating Committee. The Participants have also defined 
``monthly performance metrics'' in accordance with the requirements of 
Rule 614. These additions are designed to comply with the requirements 
of Rule 614(e)(3).
Section VI
    The Participants propose to amend Sections VIII.(a) and (b) to add 
the requirement that each Participant agrees to collect and report to 
Competing Consolidators and Self-Aggregators all quotation data in the 
same manner and using the same methods, including all methods of access 
and the same format, as such Participant makes available any 
information with respect to quotations for and transactions in Eligible 
Securities to any person. These additions are designed to comply with 
the requirements of Rule 614(e)(1).
    The Participants propose removing a reference to ITS/CAES BBO in 
Section VI.(d) as such references to ITS/CAES are outdated. The 
Participants also propose removing Section VI.(f) as the provisions are 
no longer relevant.
Section VII
    The Participants propose revising Section IX.(a) to make clear that 
that the current market data contracts will be applicable to the 
Competing Consolidators and Self-Aggregators. The Participants believe 
that this change is consistent with Rule 614(e)(1) and is necessary 
since the Competing Consolidators and Self-Aggregators will receiving 
and using consolidated market data, and any such party should be 
subject to the same contracts applicable to vendors and subscribers.

B. Governing or Constituent Documents

    Not applicable.

C. Implementation of Amendment

    Each of the Participants has approved the amendments in accordance 
with Section IV.(b) of the CTA Plan and Section IV.(c) of the CQ Plan, 
as applicable.

D. Development and Implementation Phases

    The amendments proposed herein would be implemented to coincide 
with the phased implementation of the MDI Rules as required by the 
Commission.

E. Analysis of Impact on Competition

    The Participants believe that the proposed amendments comply with 
the requirements of the MDI Rules, which have been approved by the 
Commission.

F. Written Understanding or Agreements Relating to Interpretation of, 
or Participation in, Plans

    Not applicable.

G. Approval by Sponsors in Accordance With Plans

    Section IV.(c)(i) of the CQ Plan and Section IV.(b)(i) of the CTA 
Plan require the Participants to unanimously approve the amendments 
proposed herein. They have so approved it.

H. Description of Operation of Facility Contemplated by the Proposed 
Amendments

    Not applicable.

I. Terms and Conditions of Access

    Not applicable.

J. Method of Determination and Imposition, and Amount of, Fees and 
Charges

    Not applicable.

K. Method and Frequency of Processor Evaluation

    Not applicable.

L. Dispute Resolution

    Not applicable.

II. Rule 601(a) (Solely With Respect to Amendments to the CTA Plan)

A. Reporting Requirements

    Not applicable.

B. Manner of Collecting, Processing, Sequencing, Making Available and 
Disseminating Last Sale Information

    The Participants propose to amend Section VIII.(a) to add the 
requirement

[[Page 67802]]

that each Participant agrees to make available to all Competing 
Consolidators and Self-Aggregators its information with respect to 
quotations for and transactions in NMS stocks, including all data 
necessary to generate consolidated market data, and in the same manner 
and using the same methods, including all methods of access and the 
same format, as such Participant makes available any information with 
respect to quotations for and transactions in Eligible Securities to 
any person. Additionally, the Participants propose to amend Section 
VIII.(b) to refer to the Competing Consolidators and Self-Aggregators 
in addition to referring to the Processor when discussing FINRA's 
responsibilities. These additions are designed to comply with the 
requirements of the MDI Rules.

C. Manner of Consolidation

    Not applicable.

D. Standards and Methods Ensuring Promptness, Accuracy and Completeness 
of Transaction Reports

    Not applicable.

E. Rules and Procedures Addressed to Fraudulent or Manipulative 
Dissemination

    Not applicable.

F. Terms of Access to Transaction Reports

    Not applicable.

G. Identification of Marketplace of Execution

    Not applicable.

III. Solicitation of Comments

    The Commission seeks comments on the Amendments. Interested persons 
are invited to submit written data, views, and arguments concerning the 
foregoing, including whether the proposed Amendments are consistent 
with the Act and the rules and regulations thereunder applicable to 
national market system plans. Comments may be submitted by any of the 
following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-CTA/CQ-2021-02 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-CTA/CQ-2021-02. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's website (https://www.sec.gov/rules/sro.shtml). Copies 
of the submission, all written statements with respect to the proposed 
Amendments that are filed with the Commission, and all written 
communications relating to the proposed Amendments between the 
Commission and any person, other than those that may be withheld from 
the public in accordance with the provisions of 5 U.S.C. 552, will be 
available for website viewing and printing in the Commission's Public 
Reference Room, 100 F Street NE, Washington, DC 20549, on official 
business days between the hours of 10:00 a.m. and 3:00p.m. Copies of 
the filing will also be available for website viewing and printing at 
the principal office of the Plans. All comments received will be posted 
without change. Persons submitting comments are cautioned that we do 
not redact or edit personal identifying information from comment 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-CTA/
CQ-2021-02 and should be submitted on or before December 20, 2021.
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    \10\ 17 CFR 200.30-3(a)(85).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
J. Matthew DeLesDernier,
Assistant Secretary.

Attachments

Attachment A--Proposed Changes to the CTA Plan
Attachment B--Proposed Changes to the CQ Plan

ATTACHMENT A

PROPOSED CHANGES TO THE CTA PLAN

(Additions are italicized; Deletions are in [brackets])

SECOND RESTATEMENT OF PLAN
SUBMITTED TO
THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 11Aa3-1 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
    The undersigned hereby submit to the Securities and Exchange 
Commission (the ``SEC'') the following amendment to and restatement of 
the ``CTA Plan'', that is, the plan (1) that certain of the 
Participants filed for the dissemination on a current and continuous 
basis of last sale prices of transactions in Eligible Securities and 
related information in order to comply with Rule 11Aa3-1 (previously 
designated as Rule 17a-15) under the Securities Exchange Act of 1934 
(the ``Act'') and (2) that the SEC declared effective as of May 17, 
1974, pursuant to Section 11A(a)(3)(B) of the Act, as that plan has 
been heretofore restated and amended. Terms used in this plan have the 
same meaning as the terms defined in Rule 600(b) under the Act.

I. Definitions

    (a) ``Act'' means the Securities Exchange Act of 1934, as from time 
to time amended.
    (b) ``Consolidated Tape Association'' (``CTA'') means the committee 
of representatives of the Participants described in Section IV hereof.
    (c) ``CTA Network A'' refers to the System as utilized to make 
available ``CTA Network A information'' (that is, last sale price 
information relating to Network A Eligible Securities).
    (d) ``CTA Network B'' refers to the System as utilized to make 
available ``CTA Network B information'' (that is, last sale price 
information relating to Network B Eligible Securities).
    (e) A ``CTA network's information'' means either CTA Network A 
information or CTA Network B information.
    (f) A ``CTA network's Participants'' means either the Participants 
that report CTA Network A information (the ``Network A Participants'') 
or the Participants that report CTA Network B information (the 
``Network B Participants'').
    (g) ``CTA Plan'' means the plan set forth in this instrument, as 
filed with the SEC in accordance with a

[[Page 67803]]

predecessor to Rule 608 of Regulation NMS under the Act, as approved by 
the SEC and declared effective as of May 17, 1974, and as from time to 
time amended in accordance with the provisions thereof.
    (h) ``Eligible Security''--See Section VII.
    (i) ``Exchange'' means a securities exchange that is registered as 
a national securities exchange under Section 6 of the Act.
    (j) ``High speed line'' means the high speed data transmission 
facility in its employment as a vehicle for making available last sale 
price information to vendors and other persons on a current basis, 
regardless of any delay in the dissemination of that information over 
the Network A ticker or the Network B ticker, as described in Section 
VI(b) hereof.
    (k) ``Interrogation device'' means any terminal or other device, 
including, without limitation, any computer, data processing equipment, 
communications equipment, cathode ray tube, monitor or audio voice 
response equipment, technically enabled to display, transmit or 
otherwise communicate, upon inquiry, transaction reports or last sale 
price information in visual, audible or other comprehensible form.
    (l) ``Interrogation service'' means any service that permits 
securities information retrieval by means of an interrogation device.
    (m) ``Last sale price information'' means (i) the last sale prices 
reflecting completed transactions in Eligible Securities, (ii) the 
volume and other information related to those transactions, (iii) the 
identifier of the Participant furnishing the prices and (iv) other 
related information.
    (n) ``Listed equity security'' means any equity security that is 
registered for trading on an exchange Participant.
    (o) ``Market minder'' means any service provided by a vendor on an 
interrogation device or other display which (i) permits monitoring, on 
a dynamic basis, of transaction reports or last sale price information 
with respect to a particular security, and (ii) displays the most 
recent transaction report or last sale price information with respect 
to that security until such report or information has been superseded 
or supplemented by the display of a new transaction report or new last 
sale price information reflecting the next reported transaction in that 
security.
    (p) ``Network A Eligible Securities'' means Eligible Securities 
listed on NYSE.
    (q) ``Network B Eligible Securities'' means Eligible Securities 
listed on the AMEX, BATS, BATS Y, BSE, CBOE, CHX, EDGA, EDGX, ISE, IEX, 
LTSE, MEMX, MIAX, NSX, NYSE Arca, PHLX or on any other exchange other 
than Nasdaq, but not also listed on NYSE. For the purposes of this 
section 1(q), the term ``listed'' shall include Eligible Securities 
that an exchange Participant trades pursuant to the unlisted trading 
privileges granted by section 12(f)(1)(F) of the Act.
    (r) ``Network A ticker'' refers to the low speed 900-character per 
minute ticker facility that carries last sale price information in 
respect of Network A Eligible Securities.
    (s) ``Network B ticker'' refers to the low speed 900-character per 
minute ticker facility that carries last sale price information in 
respect of Network B Eligible Securities.
    (t) A ``network's administrator'' means (a) in respect of CTA 
Network A, NYSE and (b) in respect to CTA Network B, AMEX or, as to 
those CTA Network B functions that NYSE performs in place of AMEX 
pursuant to Section IX(f), NYSE.
    (u) ``Other reporting party''--See Section III(d).
    (v) ``Participant'' means a party to this CTA Plan with respect to 
which such plan has become effective pursuant to Section XIV(d) hereof.
    (w) ``Person'' means a natural person or proprietorship, or a 
corporation, partnership or other organization.
    (x) ``Primary Listing Exchange'' means the national securities 
exchange on which an Eligible Security is listed. If an Eligible 
Security is listed on more than one national securities exchange, 
Primary Listing Exchange means the exchange on which the security has 
been listed the longest.
    [(x)](y) ``Processor'' means the organization designated as 
recipient and processor of last sale price information furnished by 
Participants pursuant to this CTA Plan, as Section V describes.
    [(y)](z) ``Rule'' means Rule 601 of Regulation NMS (previously 
designated as Rule 11Aa3-1 and, before that, as 17a15, and as from time 
to time amended) under the Act.
    [(z)](aa) ``Subscriber'' means a recipient of a ticker display 
service, interrogation service, market minder service, or other service 
involving a CTA network's last sale price information.
    [(aa)](bb) ``System'' means the ``Consolidated Tape System''; that 
is, the legal, operational and administrative framework created by, and 
pursuant to, this CTA Plan for the making available of last sale price 
information, and the use of that information, as described in Section 
IX hereof.
    [(bb)](cc) ``Ticker display'' means a continuous moving display of 
transaction reports or last sale price information (other than a market 
minder) provided on an interrogation or other display device.
    [(cc)](dd) ``Transaction report'' means a report containing the 
last sale price information associated with the purchase or sale of a 
security.
    [(dd)](ee) ``Vendor'' means any person engaged in the business of 
disseminating transaction reports or last sale price information with 
respect to transactions in listed equity securities to brokers, 
dealers, investors or other persons, whether through an electronic 
communications network, ticker display, interrogation device, or other 
service involving last sale price information.

II. Purpose of this CTA Plan

    The purpose of this CTA Plan is to enable the Participants, through 
joint procedures as provided in paragraph (a) of Rule 608 of Regulation 
NMS under the Act, to comply with the requirements of the Rule.

III. Parties

    (a) List of parties. The parties to this CTA Plan are as follows:

    Cboe BYX Exchange, Inc. (``BYX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Cboe BZX Exchange, Inc. (``BZX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Cboe EDGA Exchange, Inc. (``EDGA''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Cboe EDGX Exchange, Inc. (``EDGX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Cboe Exchange, Inc. (``Cboe''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Financial Industry Regulatory Authority, Inc. (``FINRA''), 
registered as a national securities association under the Act and 
having its principal place of business at 1735 K Street NW, 
Washington, DC 20006.
    Investors' Exchange LLC (``IEX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 3 World Trade Center, 58th Floor, New York, New York 
10007.
    Long-Term Stock Exchange, Inc. (``LTSE''), registered as a 
national securities exchange under the Act and having its principal 
place of business at 300 Montgomery St., Ste 790, San Francisco CA 
94104.

[[Page 67804]]

    MEMX LLC (``MEMX''), registered as a national securities 
exchange under the ACT and having its principal place of business at 
111 Town Square Place, Suite 520, Jersey City, New Jersey 07310.
    MIAX PEARL, LLC (``MIAX''), registered as a national securities 
exchange under the Act and having its principal place of business at 
7 Roszel Road, Suite 1A, Princeton, New Jersey 08540.
    Nasdaq BX, Inc. (``BSE''), registered as a national securities 
exchange under the Act and having its principal place of business at 
One Liberty Plaza, 165 Broadway, New York, New York 10006.
    Nasdaq ISE, LLC (``ISE''), registered as a national securities 
exchange under the Act and having its principal place of business at 
One Liberty Plaza, 165 Broadway, New York, New York 10006.
    Nasdaq PHLX LLC (``PHLX''), registered as a national securities 
exchange under the Act and having its principal place of business at 
FMC Tower, Level 8, 2929 Walnut Street, Philadelphia, Pennsylvania 
19104.
    The Nasdaq Stock Market LLC (``Nasdaq''), registered as a 
national securities exchange under the Act and having its principal 
place of business at One Liberty Plaza, 165 Broadway, New York, New 
York 10006.
    New York Stock Exchange LLC (``NYSE''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 11 Wall Street, New York, New York 10005.
    NYSE American LLC (``AMEX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 11 Wall Street, New York, New York 10005.
    NYSE Arca, Inc. (``NYSE Arca''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 11 Wall Street, New York, New York 10005.
    NYSE Chicago, Inc. (``NYSE Chicago''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 11 Wall Street, New York, New York 10005.
    NYSE National, Inc. (``NSX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 101 Hudson, Suite 1200, Jersey City, NJ 07302.

    (b) Participants. By subscribing to this CTA Plan and submitting it 
for filing with the SEC, each of the Participants agrees to comply to 
the best of its ability with the provisions of this CTA Plan.
    (c) Procedure for Participant entry.
    (1) In General. The Participants agree that any other exchange, or 
any national securities association registered under the Act, may 
become a Participant by:
    A. Subscribing to, and submitting for filing with the SEC, this CTA 
Plan;
    B. executing all applicable contracts made pursuant to this CTA 
Plan, or otherwise necessary to its participation;
    C. paying the applicable ``Participation Fee''; and
    D. paying ``provisioning costs'' to the Processor.
    Any such new Participant shall be subject to all resolutions, 
decisions and actions properly made or taken pursuant to this CTA Plan 
prior to its becoming a Participant.
    (2) ``Participation Fee''. In determining the amount of the 
Participation Fee to be paid by any new Participant, the Participants 
shall consider one or both of the following:
     The portion of costs previously paid by CTA for the 
development, expansion and maintenance of CTA's facilities which, under 
generally accepted accounting principles, could have been treated as 
capital expenditures and, if so treated, would have been amortized over 
the five years preceding the admission of the new Participant (and for 
this purpose all such capital expenditures shall be deemed to have a 
five-year amortizable life); and
     previous Participation Fees paid by other new 
Participants.
    The Participation Fee shall be paid to the Participants in this CTA 
Plan and the ``Participants'' in the CQ Plan. A single Participation 
Fee allows the new Participant to participate in both Plans. If a new 
Participant does not agree with the calculation of the ``Participation 
Fee,'' it may subject the calculation to review by the Commission 
pursuant to section 11A(b)(5) of the Act.
    (3) ``Provisioning Costs''. ``Provisioning costs'' shall include:
     The costs that the Processor incurs to modify the CTS and 
CQS systems to accommodate the new Participant; and
     the Processor's ``additional capacity costs.''
    The Processor's ``additional capacity costs'' means the additional 
costs that the Processor incurs to satisfy the new Participant's 
request for CTS or CQS systems capacity. It is understood that the 
Processor would not incur ``additional capacity costs'' to make 
available to the new Participant any uncommitted, excess capacity that 
resides in the systems at the time the new Participant enters the Plan, 
but would incur ``additional capacity costs'' to expand the total 
capacity of either one or both of the CTS and CQS systems in order to 
accommodate the requested demand of the new Participant. The new 
Participant shall pay all ``provisioning costs'' to the Processor 
pursuant to such terms and conditions as to which the Processor and the 
new Participant may agree.
    (d) Other reporting parties. The Participants agree that any other 
exchange and any broker or dealer required to file a plan with the SEC 
pursuant to the Rule (hereinafter referred to collectively as ``other 
reporting parties'', or individually as an ``other reporting party'') 
may provide in such plan that last sale price information relating to 
transactions in Eligible Securities effected on such exchange or by 
such broker or dealer may be furnished and disseminated through the 
facilities and in accordance with and subject to the terms, conditions 
and procedures of this CTA Plan, provided such other reporting party 
executes the contract referred to in Section V(c) hereof. In order to 
best promote the objectives of the Rule, CTA will actively solicit the 
cooperation of each other reporting party to report its last sale price 
information relating to transactions in Eligible Securities to the 
Processor for inclusion on the consolidated tape in accordance with 
this CTA Plan.
    (e) Advisory Committee.
    (i) Formation. Notwithstanding any other provision of this Plan, an 
Advisory Committee to the Plan shall be formed and shall function in 
accordance with the provisions set forth in this section.
    (ii) Composition. Members of the Advisory Committee shall be 
selected for two-year terms as follows:
    (A) Advisory Committee Selections. By affirmative vote of a 
majority of the Participants entitled to vote, CTA shall select at 
least one representative from each of the following categories to be 
members of the Advisory Committee:
    (1) A broker-dealer with a substantial retail investor customer 
base;
    (2) a broker-dealer with a substantial institutional investor 
customer base;
    (3) an alternative trading system;
    (4) a data vendor; and
    (5) an investor.
    (B) Participant Selections. Each Participant shall have the right 
to select one member of the Advisory Committee. A Participant shall not 
select any person employed by or affiliated with any Participant or its 
affiliates or facilities.
    (iii) Function. Members of the Advisory Committee shall have the 
right to submit their views to CTA on Plan matters, prior to a decision 
by CTA on such matters. Such matters shall include, but not be limited 
to, any new or modified product, fee, contract, or pilot program that 
is offered or used pursuant to the Plan.
    (iv) Meetings and Information. Members of the Advisory Committee 
shall have the right to attend all meetings of CTA and to receive any 
information concerning Plan matters that is distributed to CTA; 
provided, however, that CTA may meet in executive session if, by 
affirmative vote of a majority of the Participants entitled to vote, 
CTA determines that an item of

[[Page 67805]]

Plan business requires confidential treatment.

IV. Administration of the CTA Plan

    CTA will be primarily a policy-making body as distinguished from 
one engaged in operations of any kind. CTA, directly or by delegating 
its functions to individuals, committees established by it from time to 
time, or others, will administer this CTA Plan and will have the power 
and exercise the authority conferred upon it by this CTA Plan as 
described herein. Within the areas of its responsibilities and 
authority, decisions made or actions taken by CTA pursuant to the 
Articles will be binding upon each Participant (without prejudice to 
the rights of such Participant to seek redress in other forums under 
Section IV(e) below) unless such Participant has withdrawn from this 
CTA Plan in accordance with Section XIV(a) hereof.
    (a) CTA, Articles (Exhibit A). The Consolidated Tape Association 
(``CTA'') has been created for the purpose of administering this CTA 
Plan. The Articles of Association of CTA (the ``Articles'') have been 
executed by each of the Participants and may be signed by any other 
exchange or national securities association which is not exempt from 
the provisions of the Rule. The membership of CTA will consist of 
individual voting members, one appointed by each of the Participants, 
and an indefinite number of individual non-voting members as provided 
in the Articles. Except as provided in Section XII(b)(iii) hereof as to 
charges to be imposed under this CTA Plan, the affirmative vote of a 
majority of all the voting members of CTA shall be deemed to be the 
action of CTA, including any action to modify the capacity planning 
process, when such action is taken at a meeting of CTA. In addition, 
action taken by the voting members of CTA other than at a meeting shall 
be deemed to be the action of CTA provided it is taken by the 
affirmative vote of all the voting members and, if taken by telephone 
or other communications equipment, such action is confirmed in writing 
by each such member within one week of the date such action is taken. 
(A copy of the Articles without attachments is attached to this CTA 
Plan as Exhibit A.)
    (b) Amendment to CTA Plan. Except as otherwise provided in Section 
IV(c) or in Section XII(b)(iii) hereof, any proposed change in, 
addition to, or deletion from this CTA Plan may be effected only by 
means of an amendment to this CTA Plan which sets forth the change, 
addition or deletion and either:
    (i) Is executed by each Participant and approved by the SEC;
    (ii) in the case of a ``Ministerial Amendment,'' is submitted by 
the Chairman of CTA, is the subject of advance notice to the 
Participants of not less than 48 hours, and is approved by the SEC; or
    (iii) otherwise becomes effective pursuant to Section 11A of the 
Act and Rule 608 of Regulation NMS.
    ``Ministerial Amendment'' means an amendment to the CTA Plan that 
pertains solely to any one or more of the following:
    (1) Admitting a new Participant into this CTA Plan;
    (2) changing the name or address of a Participant;
    (3) incorporating a change that the Commission has implemented by 
rule and that requires no conforming language to the text of this CTA 
Plan (e.g., the Commission rule establishing the Advisory Committee);
    (4) incorporating a change (i) that the Commission has implemented 
by rule, (ii) that requires conforming language to the text of this CTA 
Plan (e.g., the Commission rule amending the revenue allocation 
formula), and (iii) that a majority of all Participants has voted to 
approve;
    (5) incorporating a purely technical change, such as correcting an 
error or an inaccurate reference to a statutory provision or Commission 
rule, or removing language that has become obsolete (e.g., language 
regarding ITS).
    (c) Amendment under Section VI(d), VI(e). CTA, by action taken as 
provided in Section IV(a) above and in the Articles, shall have the 
authority to formulate and file with the SEC from time to time on 
behalf of all Participants an amendment to this CTA Plan with respect 
to any matter set forth in Section VI(d) or Section VI(e) hereof.
    (d) Authority of CTA. In its administration of this CTA Plan, CTA 
shall have the authority to develop procedures and make the 
administrative decisions necessary to facilitate the operation of the 
System in accordance with the provisions of this CTA Plan and to 
monitor compliance therewith.
    (e) Plan Website Disclosures. CTA shall publish on the Plan's 
website:
    (1) The Primary Listing Exchange for each Eligible Security; and
    (2) On a monthly basis, the consolidated market data gross revenues 
for Eligible Securities as specified by Tape A and Tape B securities.
    [(e)](f) Participant rights. No action or inaction by CTA shall 
prejudice any Participant's right to present its views to the SEC or 
any other person with respect to any matter relating to this CTA Plan 
or to seek to enforce its views in any other forum it deems 
appropriate.
    [(f)](g) Potential Conflicts of Interests.
    (1) Disclosure Requirements. The Participants, the Processor, the 
Plan Administrator, members of the Advisory Committee, and each service 
provider or subcontractor engaged in Plan business (including the audit 
of subscribers' data usage) that has access to Restricted or Highly 
Confidential Plan information (for purposes of this section, 
``Disclosing Parties'') shall complete the applicable questionnaire to 
provide the required disclosures set forth below to disclose all 
material facts necessary to identify potential conflicts of interest. 
The Operating Committee, a Participant, Processor, or Administrator may 
not use a service provider or subcontractor on Plan business unless 
that service provider or subcontractor has agreed in writing to provide 
the disclosures required by this section and has submitted completed 
disclosures to the Administrator prior to starting work. If state laws, 
rules, or regulations, or applicable professional ethics rules or 
standards of conduct, would act to restrict or prohibit a Disclosing 
Party from making any particular required disclosure, a Disclosing 
Party shall refer to such law, rule, regulation, or professional ethics 
rule or standard and include in response to that disclosure the basis 
for its inability to provide a complete response. This does not relieve 
the Disclosing Party from disclosing any information it is not 
restricted from providing.
    (i) A potential conflict of interest may exist when personal, 
business, financial, or employment relationships could be perceived by 
a reasonable objective observer to affect the ability of a person to be 
impartial.
    (ii) Updates to Disclosures. Following a material change in the 
information disclosed pursuant to subparagraph (f)(1), a Disclosing 
Party shall promptly update its disclosures. Additionally, a Disclosing 
Party shall update annually any inaccurate information prior to the 
Operating Committee's first quarterly meeting of a calendar year.
    (iii) Public Dissemination of Disclosures. The Disclosing Parties 
shall provide the Administrator with its disclosures and any required 
updates. The Administrator shall ensure that the disclosures are 
promptly posted to the Plan's website.
    (2) Recusal.
    (i) A Disclosing Party may not appoint as its representative a 
person that is responsible for or involved with the development, 
modeling, pricing, licensing, or sale of proprietary data

[[Page 67806]]

products offered to customers of a securities information processor if 
the person has a financial interest (including compensation) that is 
tied directly to the exchange's proprietary data business and if that 
compensation would cause a reasonable objective observer to expect the 
compensation to affect the impartiality of the representative.
    (ii) A Disclosing Party (including its representative(s), 
employees, and agents) will be recused from participating in Plan 
activities if it has not submitted a required disclosure form or the 
Operating Committee votes that its disclosure form is materially 
deficient. The recusal will be in effect until the Disclosing Party 
submits a sufficiently complete disclosure form to the Administrator.
    (iii) A Disclosing Party, including its representative(s), and its 
affiliates and their representative(s), are recused from voting on 
matters in which it or its affiliate (i) are seeking a position or 
contract with the Plan or (ii) have a position or contract with the 
Plan and whose performance is being evaluated by the Plan.
    (iv) All recusals, including a person's determination of whether to 
voluntarily recuse himself or herself, shall be reflected in the 
meeting minutes.
* * * * *

Required Disclosures for the CTA Plan

    As part of the disclosure regime, the Participants, the Processors, 
the Administrators, members of the Advisory Committee, and service 
providers and subcontractors must respond to questions that are 
tailored to elicit responses that disclose the potential conflicts of 
interest.
    The Participants must respond to the following questions and 
instructions:
     Is the Participant's firm for profit or not-for-profit? If 
the Participant's firm is for profit, is it publicly or privately 
owned? If privately owned, list any owner with an interest of 5% or 
more of the Participant, where to the Participant's knowledge, such 
owner, or any affiliate controlling, controlled by, or under common 
control with the owner, subscribes, directly or through a third-party 
vendor, to SIP and/or exchange Proprietary Market Data products.
     Does the Participant firm offer real-time proprietary 
equity market data that is filed with the SEC (``Proprietary Market 
Data'')? If yes, list each product, describe its content, and provide a 
link to where fees for each product are disclosed.
     Provide the names of the representative and any 
alternative representatives designated by the Participant who are 
authorized under the Plans to vote on behalf of the Participant. Also 
provide a narrative description of the representatives' roles within 
the Participant organization, including the title of each individual as 
well as any direct responsibilities related to the development, 
dissemination, sales, or marketing of the Participant's Proprietary 
Market Data, and the nature of those responsibilities sufficient for 
the public to identify the nature of any potential conflict of interest 
that could be perceived by a reasonable objective observer as having an 
effect on the Plan. If the representative works in or with the 
Participant's Proprietary Market Data business, describe the 
representative's roles and describe how that business and the 
representative's Plan responsibilities impacts his or her compensation. 
In addition, describe how a representative's responsibilities with the 
Proprietary Market Data business may present a conflict of interest 
with his or her responsibilities to the Plan.
     Does the Participant, its representative, or its 
alternative representative, or any affiliate have additional 
relationships or material economic interests that could be perceived by 
a reasonable objective observer to present a potential conflict of 
interest with their responsibilities to the Plan? If so, provide a 
detailed narrative discussion of all material facts necessary to 
identify the potential conflicts of interest and the effects they may 
have on the Plan.
    The Processors must respond to the following questions and 
instructions:
     Is the Processor an affiliate of or affiliated with any 
Participant? If yes, disclose the Participant(s) and describe the 
nature of the affiliation. Include an entity-level organizational chart 
depicting the Processor and its affiliates.
     Provide a narrative description of the functions directly 
performed by senior staff, the manager employed by the Processor to 
provide Processor services to the Plans, and the staff that reports to 
that manager (collectively, the ``Plan Processor'').
     Does the Plan Processor provide any services for any 
Participant's Proprietary Market Data products or other Plans? If Yes, 
disclose the services the Plan Processor performs and identify which 
Plans. Does the Plan Processor have any profit or loss responsibility 
for a Participant's Proprietary Market Data products or any other 
professional involvement with persons the Processor knows are engaged 
in the Participant's Proprietary Market Data business? If so, describe.
     List the policies and procedures established to safeguard 
confidential Plan information that is applicable to the Plan Processor.
     Does the Processor, or its representatives, have 
additional relationships or material economic interests that could be 
perceived by a reasonable objective observer to present a potential 
conflict of interest with the representatives' responsibilities to the 
Plan? If so, provide a detailed narrative discussion of all material 
facts necessary to identify the potential conflicts of interest and the 
effects they may have on the Plan.
    The Administrators must respond to the following questions and 
instructions:
     Is the Administrator an affiliate of or affiliated with 
any Participant? If yes, disclose the Participant(s) and describe the 
nature of the affiliation. Include an entity-level organizational chart 
depicting the Administrator and its affiliates.
     Provide a narrative description of the functions directly 
performed by senior staff, the administrative services manager, and the 
staff that reports to that manager (collectively, the ``Plan 
Administrator'').
     Does the Plan Administrator provide any services for any 
Participant's Proprietary Market Data products? If yes, what services? 
Does the Plan Administrator have any profit or loss responsibility, or 
licensing responsibility, for a Participant's Proprietary Market Data 
products or any other professional involvement with persons the 
Administrator knows are engaged in the Participant's Proprietary Market 
Data business? If so, describe.
     List the policies and procedures established to safeguard 
confidential Plan information that is applicable to the Plan 
Administrator.
     Does the Administrator, or its representatives, have 
additional relationships or material economic interests that could be 
perceived by a reasonable objective observer to present a potential 
conflict of interest with the representatives' responsibilities to the 
Plan? If so, provide a detailed narrative discussion of all material 
facts necessary to identify the potential conflicts of interest and the 
effects they may have on the Plan.
    The Members of the Advisory Committee must respond to the following 
questions and instructions:
     Provide the Advisor's title and a brief description of the 
Advisor's role within the firm.

[[Page 67807]]

     Does the Advisor have responsibilities related to the 
firm's use or procurement of market data?
     Does the Advisor have responsibilities related to the 
firm's trading or brokerage services?
     Does the Advisor's firm use the SIP? Does the Advisor's 
firm use exchange Proprietary Market Data products?
     Does the Advisor's firm have an ownership interest of 5% 
or more in one or more Participants? If yes, list the Participant(s).
     Does the Advisor actively participate in any litigation 
against the Plans?
     Does the Advisor or the Advisor's firm have additional 
relationships or material economic interests that could be perceived by 
a reasonable objective observer to present a potential conflict of 
interest with their responsibilities to the Plan? If so, provide a 
detailed narrative discussion of all material facts necessary to 
identify the potential conflicts of interest and the effects they may 
have on the Plan.
    Pursuant to Section IV(f)(1) of the Plan, each service provider or 
subcontractor that has agreed in writing to provide required 
disclosures and be treated as a Disclosing Party pursuant to Section 
IV(f) of the Plan shall respond to the following questions and 
instructions:
     Is the service provider or subcontractor affiliated with a 
Participant, Processor, Administrator, or member of the Advisory 
Committee? If yes, disclose with whom the person is affiliated and 
describe the nature of the affiliation.
     If the service provider's or subcontractor's compensation 
is on a commission basis or is tied to specific metrics, provide a 
detailed narrative summary of how compensation is determined for 
performing work on behalf of the Plan.
     Is the service provider or subcontractor subject to 
policies and procedures (including information barriers) concerning the 
protection of confidential information that includes affiliates? If so, 
describe. If not, explain their absence.
     Does the service provider or subcontractor, or its 
representative, have additional relationships or material economic 
interests that could be perceived by a reasonable objective observer to 
present a potential conflict of interest with its responsibilities to 
the Plan? If so, provide a detailed narrative discussion of all 
material facts necessary to identify the potential conflicts of 
interest and the effects they may have on the Plan.
    The responses to these questions will be posted on the Plan's 
website. If a Disclosing Party has any material changes in its 
responses, the Disclosing Party must promptly update its disclosures. 
Additionally, the Disclosing Parties must update the disclosures on an 
annual basis to reflect any changes. This annual update must be made 
before the first quarterly session meeting of each calendar year, which 
is generally held in mid-February.
    [(g)](h) Confidentiality Policy.
    The Participants have adopted the confidentiality policy set forth 
in Exhibit G to the Plan.

V. The Processor and Competing Consolidators

    (a) SIAC, charter. The Securities Industry Automation Corporation 
(``SIAC'') has been engaged to serve as the Processor of last sale 
price information reported to it for inclusion in the consolidated 
tape. The Processor performs those services in accordance with the 
provisions of this CTA Plan and subject to the administrative oversight 
of CTA.
    (b) Functions of the Processor. The primary functions of the 
Processor are:
    (i) To operate and maintain computer and communications facilities 
for the receipt, processing, validating and dissemination of last sale 
price information in accordance with the provisions of this CTA Plan 
and subject to the oversight of CTA;
    (ii) to maintain and publish technical specifications for the 
reporting of last sale price information from the Participants to the 
Processor;
    (iii) to maintain and publish technical specifications for the 
dissemination of last sale price information over the high speed line 
facilities, the Network A ticker and the Network B ticker, as 
appropriate;
    (iv) to maintain a database of last sale price information that the 
Processor collected from the Participants for use by the Participants 
and the SEC in monitoring and surveillance functions;
    (v) to maintain back-up facilities to reduce the risk of serious 
interruption in the flow of market information; and
    (vi) to provide computer and communications facilities capacity in 
accordance with the capacity planning process for which the processor 
contracts (in the forms set forth in Exhibit B) provide.
    (c) Processor contracts (Exhibit B). Each Participant and each 
other reporting party furnishing last sale price information to the 
Processor for inclusion in the consolidated tape shall enter into a 
contract with the Processor which, among other things, obligates the 
reporting party during the life of the contract to furnish its last 
sale price information with respect to all Eligible Securities to the 
Processor in a format, and by means of a computer or by other means, 
acceptable to CTA and the Processor. A copy of each form of such 
contract is attached hereto as Exhibit B.
    The reporting party shall agree in its contract with the Processor 
to report last sale price information relating to Eligible Securities 
to the Processor as promptly after the time of execution as practical 
and in accordance with Sections VIII and X hereof. Such contracts with 
the Processor also authorize the Processor to process all last sale 
price information furnished to it, to validate such information in 
accordance with Section VI(e) hereof, to sequence reports of last sale 
prices received on the basis of the time received by the Processor 
(labeling as late all reports that are so designated when received by 
it) and to transmit such consolidated information in accordance with 
this CTA Plan. The contracts between a Participant and the Processor 
shall contain provisions requiring the Participant to reimburse the 
Processor for the services that the Processor provides to the 
Participant. In the case of reporting parties other than the 
Participants, such contracts also provide that the reporting party is 
to be bound by the provisions of this CTA Plan and all decisions and 
directives of CTA in administering this CTA Plan. Each such contract 
with the Processor will also contain appropriate indemnification 
provisions indemnifying the Processor and each of the other parties 
reporting last sale price information to the Processor with respect to 
any claim, suit, other proceedings at law or in equity, liability, 
loss, cost, damage or expense incurred or threatened as a result of the 
last sale price information furnished to the Processor by the 
indemnifying party. The Processor's contracts with Participants and 
other reporting parties shall by their terms be subject at all times to 
applicable provisions of the Act, the rules and regulations thereunder 
and this CTA Plan.
    Whenever any Participant ceases to be subject to this CTA Plan or 
whenever any other reporting party ceases to be subject to a plan filed 
under the Rule which provides for the reporting of last sale price 
information to the Processor, the contract between the Processor and 
such Participant or other reporting party shall terminate.
    (d) Review of Processor. CTA shall periodically review (at least 
every two years or from time to time upon the request of any two 
Participants, but not

[[Page 67808]]

more frequently than once each year) whether (1) the Processor has 
failed to perform its functions in a reasonably acceptable manner in 
accordance with the provisions of this CTA Plan, (2) its reimbursable 
expenses have become excessive and are not justified on a cost basis, 
and (3) the organization then acting as the Processor should continue 
in such capacity or should be replaced. In making such review, 
consideration shall be given to such factors as experience, 
technological capability, quality and reliability of service, relative 
costs, back-up facilities and regulatory considerations.
    CTA may replace the Processor if it determines that the Processor 
has failed to perform its functions in a reasonably acceptable manner 
in accordance with the provisions of this CTA Plan or that the 
Processor's reimbursable expenses have become excessive and are not 
justified on the basis of reasonable costs. Replacement of the 
Processor, other than for cause as provided in the preceding sentence, 
shall require an amendment to this CTA Plan adopted and filed as 
provided in Section IV(b) hereof.
    (e) Notice to SEC of Processor reviews. The SEC shall be notified 
of the evaluations and recommendations made pursuant to any of the 
reviews for which Section V(d) provides, including any minority views, 
and shall be supplied with a copy of any reports that may be prepared 
in connection therewith.
    (f) Evaluation of Competing Consolidators. On an annual basis, the 
Operating Committee shall assess the performance of Competing 
Consolidators, including an analysis with respect to speed, 
reliability, and cost of data provision. The Operating Committee shall 
prepare an annual report containing such assessment and furnish such 
report to the SEC prior to the second quarterly meeting of the 
Operating Committee. In conducting its analysis, the Operating 
Committee shall review the monthly performance metrics published by 
Competing Consolidators pursuant to Rule 614(d)(5). ``Monthly 
performance metrics'' shall include:
    (i) Capacity statistics, including system tested capacity, system 
output capacity, total transaction capacity, and total transaction peak 
capacity;
    (ii) Message rate and total statistics, including peak output rates 
on the following bases: 1-millisecond, 10-millisecond, 100-millisecond, 
500-millisecond, 1-second, and 5-second;
    (iii) System availability statistics, including system up-time 
percentage and cumulative amount of outage time;
    (iv) Network delay statistics, including quote and trade zero 
window size events, quote and trade retransmit events, and quote and 
trade message total; and
    (v) Latency statistics, including distribution statistics up to the 
99.99th percentile, for the following:
    (A) When a Participant sends an inbound message to a Competing 
Consolidator and when the Competing Consolidator receives the inbound 
message;
    (B) When the Competing Consolidator receives the inbound message 
and when the Competing Consolidator sends the corresponding 
consolidated message to a customer of the Competing Consolidator; and
    (C) When a Participant sends an inbound message to a Competing 
Consolidator and when the Competing Consolidator sends the 
corresponding consolidated message to a customer of the Competing 
Consolidator.

VI. Consolidated Tape

    (a) Ticker facilities and reporting requirements. For many years 
prior to this CTA Plan, the NYSE operated leased private wire 
facilities for the purpose of disseminating on a current and continuous 
basis last sale price information relating to transactions in 
securities effected on the NYSE. Similarly, the AMEX operated leased 
private wire facilities for many years prior to this CTA Plan for the 
purpose of disseminating on a current and continuous basis last sale 
price information relating to transactions in securities effected on 
the AMEX. The consolidated tape was implemented by utilizing such 
existing wire facilities, modified as required, for the dissemination 
of all last sale price information relating to transactions in Eligible 
Securities over the consolidated tape pursuant to the provisions of 
this CTA Plan as follows:
    (i) Network A ticker. All last sale price information reported to 
the Processor (regardless of the market where the transaction is 
executed) relating to Network A Eligible Securities shall be 
disseminated over the Network A ticker.
    (ii) Network B ticker. All last sale price information reported to 
the Processor (regardless of the market where the transaction is 
executed) relating to Network B Eligible Securities shall be 
disseminated over the Network B ticker.
    In transmitting consolidated last sale price information over 
either the Network A ticker or the Network B ticker, the Processor will 
transmit at a rate of 900 characters per minute (135 Baud) for ticker 
display purposes. Those transmissions will be made available (A) to the 
vendors and other persons referred to in Section IX hereof, (B) at the 
premises of the Processor, or, insofar as the Participants continue to 
provide wire facilities, to the premises of such vendors and other 
persons, (C) in the sequence in which the Processor receives the 
prices, (D) insofar as such prices have not been rejected by the 
validation process, and (E) subject to applicable tape deletion 
procedures.
    (b) High speed line. In addition to the Network A ticker and the 
Network B ticker, the Participants have also developed the high speed 
line. For any purpose approved by CTA, the Processor shall make last 
sale price information available by means of the high speed line (A) to 
the vendors and other persons referred to in Section IX hereof, (B) at 
the premises of the Processor, (C) in the sequence in which it receives 
the prices, and (D) insofar as such prices have not been rejected by 
the validation process.
    (c) Reporting format and technical specifications. Last sale price 
information relating to a completed transaction in an Eligible Security 
reported to the Processor, Competing Consolidators, and Self-
Aggregators by any Participant or other reporting party shall be in the 
following format (subject to technical specifications referred to below 
as from time to time in effect):

--Stock symbol of the Eligible Security;
--the number of shares in the transaction;
--price at which the transaction was executed; [and]
--time [of the transaction (reported in microseconds) as identified in 
the Participant's matching engine publication timestamp] the last sale 
price information was generated by the Participant (reported in 
microseconds); and
--With respect to reports to Competing Consolidators and Self-
Aggregators, the time the Participant made the last sale price 
information available to Competing Consolidators and Self-Aggregators 
(reported in microseconds).

    However, in the case of FINRA, the time [of the transaction shall 
be the time of execution]the last sale price information was generated 
by a Participant shall be the time that a FINRA member reports to a 
FINRA trade reporting facility in accordance with FINRA rules. In 
addition, if the FINRA trade reporting facility provides a proprietary 
feed of trades reported by the trade reporting facility to the 
Processor, Competing Consolidators, and Self-Aggregators, then the 
FINRA trade reporting facility shall also furnish

[[Page 67809]]

the Processor, Competing Consolidators, and Self-Aggregators with the 
time of the transmission as published on the facility's proprietary 
feed.
    FINRA shall convert times that its members report to it in seconds 
or milliseconds to microseconds and shall furnish such times to the 
Processor in microseconds.
    Technical specifications describing the reporting formats for both 
the computer-to-computer and manual reporting of last sale price 
information to the Processor have been developed by technical 
representatives of the Participants and the Processor, and have been 
furnished to the SEC for its information.
    (d) Transactions not reported (related messages). The following 
types of transactions are not to be reported for inclusion on the 
consolidated tape (although appropriate messages may be printed on the 
consolidated tape relating to such transactions in accordance with the 
manual referred to in Section X hereof):
    (i) Transactions which are a part of a primary distribution by an 
issuer or of a registered secondary distribution (other than ``shelf 
distributions'') or of an unregistered secondary distribution effected 
off the floor of an exchange,
    (ii) transactions made in reliance on Section 4(2) of the 
Securities Act of 1933,
    (iii) transactions where the buyer and seller have agreed to trade 
at a price unrelated to the current market for the security; e.g., to 
enable the seller to make a gift,
    (iv) the acquisition of securities by a broker-dealer as principal 
in anticipation of making an immediate exchange distribution or 
exchange offering on an exchange,
    (v) purchases of securities off the floor of an exchange pursuant 
to a tender offer, and
    (vi) purchases or sales of securities effected upon the exercise of 
an option pursuant to the terms thereof or the exercise of any other 
right to acquire securities at a pre-established consideration 
unrelated to the current market.
    CTA shall have the authority, with the consent of the SEC, to 
exclude additional types of transactions from the consolidated tape.
    (e) Processor validation & correction procedure. The stock symbol, 
volume, price and time of all last sale price information received by 
the Processor shall be validated by the Processor for proper format. If 
the format is incorrect such last sale price information will be 
rejected and the reporting market will be so notified. It shall be the 
responsibility of the reporting market to correct the format of such 
last sale price information and again transmit it to the Processor. If 
the elapsed time between time of execution and time of retransmission 
to the Processor significantly exceeds the limit specified by CTA 
pursuant to Section VIII(a) hereof, such last sale price information 
shall be designated by the reporting market as late. In addition, each 
Participant and each other reporting party shall validate each last 
sale price reported by it for ``price reasonableness'' in accordance 
with the following procedures:
    (i) Price tolerance. CTA shall from time to time establish the 
price tolerances to be applied in validating last sale prices reported 
to the Processor.
    (iii){sic{time}  Price reasonableness per market. Price 
reasonableness validation will be measured against (a) the last 
previous price for such security reported by it, (b) the last previous 
price for such security reported on the consolidated tape, or (c) both 
of the foregoing, as such Participant or other reporting party may 
determine.
    (iv){sic{time}  Price reasonableness override. Each Participant or 
other reporting party may incorporate in its procedures the capability 
of overriding or bypassing the price reasonableness validation standard 
with respect to any particular transaction.
    (v){sic{time}  Price reasonableness validation by the Processor. In 
addition, the Processor shall perform a price reasonableness validation 
with respect to each last sale price received by it in accordance with 
price tolerances established by CTA. Such validation shall be designed 
only to determine gross errors resulting from faulty transmission of 
the last sale price from the Participant or other reporting party to 
the Processor.
    (f) Market identifiers. Each such last sale price when made 
available by means of the high speed line shall be accompanied by the 
appropriate alphabetic symbol identifying the market of execution; 
provided, however, that all last sale prices collected by FINRA and 
reported to the Processor shall, when so made available by the 
Processor, be accompanied by a distinctive alphabetic symbol 
distinguishing such last sale prices from those reported by any 
exchange or other reporting party, and all last sale prices reported by 
brokers or dealers required to file a plan with the SEC pursuant to the 
Rule shall, when so made available by the Processor, be accompanied by 
a distinctive alphabetic symbol distinguishing such last sale prices 
from those reported by FINRA or any exchange.
    Last sale prices which reflect completed transactions in Eligible 
Securities and are transmitted by the Processor over the Network A 
ticker or the Network B ticker for ticker display purposes shall not be 
accompanied by symbols identifying the markets of execution.
    [(g) ITS transactions. Any last sale price which reflects a 
completed transaction in an Eligible Security which occurred during the 
trading day through the operation of the ITS application described in 
the ``Plan for the Purpose of Creating and Operating an Intermarket 
Communications Linkage'' (the ``ITS Plan'') as approved by the SEC (any 
such completed transaction being herein called an ``ITS transaction'') 
shall, when made available by the Processor by means of the high speed 
line, be accompanied by an alphabetic symbol which identifies the 
market in which the commitment to trade which resulted in the ITS 
transaction was received and accepted, except that, as soon as 
practicable, the symbol to be used by the Processor in identifying ITS 
transactions reported by means of such high speed line shall be an 
appropriate alphabetic symbol or symbols which identify both the market 
in which the seller was located and the market in which the buyer was 
located at the time of the ITS transaction.]
    [(h)](g) No alphabetical tickers. During the development of this 
CTA Plan, the Participants discussed the questions of (i) disseminating 
the consolidated tape for display purposes on two ticker tapes 
reflecting last sale prices in all Eligible Securities based on an 
alphabetical listing thereof and (ii) identification of the market of 
execution when reporting last sale prices on the consolidated tape. 
These matters have been resolved in accordance with the foregoing 
provisions of this Section VI. However, CTA shall continue to reexamine 
such questions periodically, but any changes in the consolidated tape 
of this nature will require an amendment to this CTA Plan pursuant to 
Section IV(b) hereof.

VII. Eligible Securities

    (a) Definitions. For the purposes of this CTA Plan, ``Eligible 
Securities'' shall mean:
    (i) NYSE and AMEX. Any common stock, long-term warrant or preferred 
stock registered or admitted to unlisted trading privileges on the NYSE 
or the AMEX on April 30, 1976;
    (ii) Other exchanges. Any common stock, long-term warrant or 
preferred stock registered or admitted to unlisted trading privileges 
on any other exchange

[[Page 67810]]

which, on April 30, 1976, substantially met the original listing 
requirements of the NYSE or the AMEX for such securities;
    (ii) New listings. After April 30, 1976, any common stock, long-
term warrant or preferred stock which becomes registered on any 
exchange or is admitted to unlisted trading privileges thereon and 
which at the time of such registration or at the commencement of such 
trading substantially meets the original listing requirements of the 
NYSE or the AMEX for such securities, as the same may be amended from 
time to time;
    (iii) Rights. Any right admitted to trading on an exchange which 
entitles the holder thereof to purchase or acquire a share or shares of 
an Eligible Security, provided that both the right and the Eligible 
Security to the holders of which the right is granted are admitted to 
trading on the same exchange.
    (b) Definition--common, preferred stock. For the purpose of this 
Section VII the term ``common stock'' shall be deemed to include shares 
of any equity security, however designated, registered or admitted to 
unlisted trading privileges on an exchange as a common stock, 
including, without limitation, shares or certificates of beneficial 
interest in trusts, certificates of deposit for common stock, limited 
partnership interests and ``special stocks''. In addition, the term 
``common stock'' shall be deemed to include ``American Depository 
Receipts'', ``American Depository Shares'', ``American Shares'', or 
``New York Shares'' representing securities of foreign issuers which 
are considered to be common stocks. For the purposes of this Section 
VII the term ``preferred stock'' shall be deemed to include shares of 
any equity security, however designated, registered or admitted to 
unlisted trading privileges on an exchange as a preferred stock, 
whether or not the same may be convertible into another security, 
including, without limitation, preference stocks, income shares and 
guaranteed stocks. In addition, the term ``preferred stock'' shall be 
deemed to include ``American Depository Receipts'', ``American 
Depository Shares'', ``American Shares'', or ``New York Shares'' 
representing securities of foreign issuers which are considered to be 
preferred stocks. For the purpose of this Section VII, a security shall 
be deemed to be registered on an exchange if it is traded thereon as a 
security exempted from the operation of Section 12(a) of the Act by the 
provisions thereof or of any rule or regulation of the SEC thereunder.
    (c) Loss of eligibility. A security shall cease to be an Eligible 
Security whenever, in the case either of a common stock, long-term 
warrant, right or preferred stock: (i) Such security does not 
substantially meet the requirements from time to time in effect for 
continued listing on the NYSE (as to Network A Eligible Securities) or 
the AMEX (as to Network B Eligible Securities); or (ii) such security 
has been suspended from trading on any exchange because the issuer 
thereof is in liquidation, bankruptcy or other similar type 
proceedings; or (iii) during the immediately preceding twelve-month 
period less than 25% of the transactions in that security effected in 
the United States through brokers or dealers have been executed on 
exchanges (in the aggregate); provided, however, that this standard 
shall not apply to Eligible Securities which have been listed for less 
than twelve months nor shall it apply to preferred stocks; or (iv) such 
security is no longer registered or admitted to trading on any 
exchange.
    (d) Determination of eligibility. It is recognized that the 
approval of securities for listing on exchanges involves a substantial 
element of judgment on the part of exchange officials and that similar 
judgment is to be applied in determining whether a security should be 
included on the consolidated tape. The determination as to whether a 
security substantially meets the criteria set forth in this Section VII 
for defining Eligible Securities shall be made by the exchange on which 
such security is registered or admitted to unlisted trading; provided, 
however, that if such security is registered or admitted to unlisted 
trading privileges on more than one exchange, then such determination 
shall be made by the exchange on which the greatest number of the 
transactions in such security were effected during the previous 
twelvemonth period. If the SEC shall find that any such determination 
is improper, it may require that such security be deemed not to be an 
Eligible Security for the purposes of this CTA Plan.
    (e) Regional reports on Eligible Securities. Each exchange (other 
than the NYSE or the AMEX) has furnished CTA and the SEC with 
appropriate data concerning all securities traded on such exchange 
which are believed to meet the above requirements for inclusion on the 
consolidated tape as Eligible Securities. Each exchange (other than the 
NYSE or the AMEX) shall furnish CTA and the SEC with data concerning 
securities listed on such exchange which are to be included in the 
future as Eligible Securities on the consolidated tape. Each exchange 
may from time to time be required by CTA to furnish it with data 
concerning Eligible Securities traded on such exchange.
    (f) Exception. Notwithstanding anything to the contrary in this 
section VII, a security shall not be an ``Eligible Security'' if:
    (i) The security is listed on an exchange Participant other than 
NYSE or AMEX;
    (ii) the security is not also listed on NYSE or AMEX; and
    (iii) the listing exchange reports last sale price information 
relating to the security pursuant to an ``other transaction reporting 
plan.''
    For the purposes of this section VII(f), an ``other transaction 
reporting plan'' refers to a SEC approved ``transaction reporting 
plan'' (as the Act uses that term) other than the CTA Plan that 
provides for the joint dissemination of any security's last sale price 
information by (A) the exchange that lists that security, (B) FINRA and 
(C) any other exchange that trades the security pursuant to unlisted 
trading privileges.

VIII. Collection and Reporting of Last Sale Data

    (a) Responsibility of Exchange Participants. [AMEX, BSE, BYX, BZX, 
Cboe, CHX, EDGA, EDGX, ISE, IEX, LTSE, MEMX, MIAX, Nasdaq, NSX, NYSE, 
NYSE Arca, and PHLX will] Each Participant agrees to [each] collect and 
report to the Processor all last sale price information to be reported 
by it relating to transactions in Eligible Securities [taking place on 
its floor]. In addition, FINRA shall collect from its members all last 
sale price information to be included in the consolidated tape relating 
to transactions in Eligible Securities not taking place on the floor of 
an exchange and shall report all such last sale price information to 
the Processor in accordance with the provisions of Section VIII(b) 
hereof. Each Participant further agrees to collect and report to 
Competing Consolidators and Self Aggregators all last sale price 
information to be reported to it related to transactions in Eligible 
Securities in the same manner and using the same methods, including all 
methods of access and the same format, as such Participant makes 
available any information with respect to quotations for and 
transactions in Eligible Securities to any person. It will be the 
responsibility of each Participant and each other reporting party, as 
defined in Section III(d) hereof, to (i) report all last sale prices 
relating to transactions in Eligible Securities as soon as practicable, 
but not later than 10 seconds, after the time of execution, (ii)

[[Page 67811]]

establish and maintain collection and reporting procedures and 
facilities reasonably designed to comply with this requirement, and 
(iii) designate as ``late'' any last sale price not collected and 
reported in accordance with the above-referenced procedures or as to 
which the reporting party has knowledge that the time interval after 
the time of execution is significantly greater than the time period 
referred to above. [CTA shall seek to reduce the time period for 
reporting last sale prices to the Processor as conditions warrant.]
    (b) FINRA responsibility. The FINRA shall develop and adopt rules 
governing the reporting of last sale price information to be reported 
by its members to both the Processor for inclusion on the consolidated 
tape and to Competing Consolidators and Self-Aggregators. Such rules 
shall (i) specify FINRA member having responsibility for reporting each 
particular transaction, (ii) be designed to avoid duplicate reporting 
of transactions on the consolidated tape or to Competing Consolidators 
and Self Aggregators, and (iii) specify procedures for determining the 
price to be reported with respect to each particular transaction.
    [(c) Description of reporting procedures. Each Participant and each 
other reporting party has prepared and submitted to CTA (and furnished 
to the SEC for its information, but not as part of this CTA Plan), a 
description of the procedures by which it collects and reports to the 
Processor last sale price information reported by it pursuant to this 
CTA Plan. Any material revisions to such procedures shall be promptly 
reported to CTA (and similarly furnished to the SEC).]

IX. Receipt and Use of CTA Information

    (a) Requirements for receipt and use of information. Pursuant to 
fair and reasonable terms and conditions, each CTA network's 
administrator shall provide for:
    (i) The dissemination of [each CTA network's information] 
consolidated market data on terms that are not unreasonably 
discriminatory to Competing Consolidators, Self-Aggregators, vendors, 
newspapers, Participants, Participant members and member organizations, 
and other persons over that network's ticker and over the high speed 
line; and
    (ii) the use of [that CTA network's information] consolidated 
market data by Competing Consolidators, Self-Aggregators, vendors, 
subscribers, newspapers, Participants, Participant members and member 
organizations, and other persons.
    Subject to Section XII(b)(iii), each CTA network's Participants 
shall determine the terms and conditions that apply in respect of a 
particular manner of receipt or use of [that CTA network's last sale 
price information] consolidated market data, including whether the 
manner of receipt or use shall require the recipients or users to enter 
into appropriate agreements with the CTA network's administrator. The 
Participants shall apply those determinations in a reasonably uniform 
manner, so as to subject all parties that receive or use [a CTA 
network's information] consolidated market data in a particular manner 
to terms and conditions that are substantially similar.
    The Participants in both CTA networks expect that their CTA 
network's administrator will require the following parties to enter 
into agreements with the CTA network administrator, acting on behalf of 
the CTA network's Participants, substantially in the form of Exhibit C 
(the ``Consolidated Vendor Form'') or a predecessor form of agreement:
    (i) Any party that receives a CTA network's information by means of 
a direct computer-to-computer interface with the Processor or Competing 
Consolidator;
    (ii) any Competing Consolidator or Self Aggregator that receives 
last sale transaction information directly from a Participant for the 
purpose of creating consolidated market data;
    [(ii)](iii) vendors and other parties that redisseminate [a CTA 
network's information]consolidated market data to others; and
    [(iii)](iv) persons that use [a CTA network's information] 
consolidated market data for such purposes as that CTA network's 
administrator may from time to time identify.
    Each CTA network's Participants expect that their CTA network's 
administrator will require subscribers, and other recipients of last 
sale price information services, that do not enter into the 
Consolidated Vendor Form either:
    (i) To enter into an agreement with its vendor that contains terms 
and conditions that run to the benefit of that CTA network's 
Participants and that are substantially similar to the terms and 
conditions set forth in the ``Subscriber Addendum'', attached as part 
of Exhibit D; or
    (ii) to enter into agreements with the CTA network's administrator, 
acting on behalf of the CTA network's Participants, substantially in 
the form of the ``Consolidated Subscriber Form'', attached as part of 
Exhibit D, or a predecessor form of agreement.
    However, the CTA networks' administrators may determine that a 
particular manner of receipt or use by any party warrants terms and 
conditions different from those found in the Consolidated Vendor Form, 
the Subscriber Addendum or the Consolidated Subscriber Form, or 
requires no agreement at all.
    (b) Approvals of redisseminators and terminations of approvals. All 
vendors of [a CTA network's information]and other parties that 
redisseminate [a CTA network's information] consolidated market data 
(collectively, ``data redisseminators'') shall be required to be 
approved by that CTA network's administrator. A CTA network's 
administrator may terminate the approval of a data redisseminator if it 
determines that circumstances so warrant. All decisions to so terminate 
an approval must be approved by a majority of that CTA network's 
Participants. All actions of a CTA network's Participants approving, 
disapproving or terminating a prior approval of a data redisseminator 
will be final and conclusive on all of the CTA network's Participants 
and other reporting parties, except that any data redisseminator 
aggrieved by any final decision of a CTA network's Participants may 
petition the SEC for review of the decision in accordance with the Act 
and the rules and regulations of the SEC thereunder.
    (c) Subscriber terminations. A CTA network's administrator may 
determine that circumstances warrant directing a data redisseminator to 
cease providing [that CTA network's information] consolidated market 
data to a subscriber. Except as specifically authorized by the CTA 
network's Participants, the CTA network's administrator shall, after 
making that determination, refer the matter to the CTA network's 
Participants for final decision before any action is taken. The CTA 
network's Participants may direct the data redisseminator to cease 
providing [the CTA network's information] consolidated market data to 
the subscriber if a majority of those Participants determine that (i) 
such action is necessary or appropriate in the public interest or for 
the protection of investors, or (ii) the subscriber has breached any 
agreement required by the CTA network's administrator pursuant to this 
Section IX. Any person aggrieved by any such final decision of the CTA 
network's Participants may petition the SEC for review of that decision 
in accordance with the Act and the rules and regulations of the SEC 
thereunder.
    (d) Contracts subject to Act. The Consolidated Vendor Form, the

[[Page 67812]]

Subscriber Addendum, the Consolidated Subscriber Form and any other 
agreement or addendum that a CTA network's administrator requires 
pursuant to Section IX(a) shall by their terms be subject at all times 
to applicable provisions of the Act and the rules and regulations 
thereunder and shall subject vendor services to those provisions, rules 
and regulations.
    (e) Market tests. Notwithstanding the provisions of Section IX(a) 
regarding the form of, and necessity for, agreements with recipients of 
last sale price information and the provisions of Section XII regarding 
the amount and incidence of charges, and the establishment and 
amendment of charges, a CTA network's administrator, acting with the 
concurrence of a majority of the CTA network's Participants, may enter 
into arrangements of limited duration, geography and scope with vendors 
and other persons for pilot test operations designed to develop, or to 
permit the development of, new last sale price information services and 
uses under terms and conditions other than those specified in Sections 
IX(a) and XII. Without limiting the generality of the foregoing, any 
such arrangements may dispense with agreements with, and collection of 
charges from, customers of such vendors or other persons. Any such 
arrangement shall afford the CTA network's Participants an opportunity 
to receive market research obtained from the pilot test operations and/
or to participate in the pilot test operations. The CTA network's 
administrator shall promptly report to CTA and the SEC about the 
commencement of each such arrangement and, upon its conclusion, any 
market research obtained from the pilot test operations.
    (f) Performance of contract functions. This section IX requires 
AMEX, as the Network B administrator, to enter into arrangements on 
behalf of the Network B Participants so as to authorize vendors and 
other persons to receive and use CTA Network B information for the 
purposes of assorted services. NYSE shall perform in place of AMEX such 
of the execution, administration and maintenance functions relating to 
those arrangements (other than arrangements with subscribers) as NYSE 
and AMEX may from time to time agree in the interest of administrative 
efficiency.

X. Format of All Information To Be Shown on Consolidated Tape

    The format of all information to be shown on the consolidated tape 
is reflected in a manual developed by technical representatives of the 
Participants and the Processor, and the initial form of such manual was 
furnished to the SEC for its information, but not as part of this CTA 
Plan. CTA shall have the authority to review the format of such 
information and make changes therein from time to time as it deems 
necessary for the efficient operation of the consolidated tape. 
Notwithstanding the foregoing, CTA shall not have the authority to 
change the format of any such information in any manner which is 
inconsistent with or in derogation of any provision of this CTA Plan. A 
copy of the aforementioned manual, as amended from time to time, will 
be made available to the SEC and on request to vendors and other 
interested parties.

XI. Operational Matters

    (a) Regulatory and Operational Halts.
    (i) Definitions for purposes of section XI(a).
    (A) ``Extraordinary Market Activity'' means a disruption or 
malfunction of any electronic quotation, communication, reporting, or 
execution system operated by, or linked to, the Processor or a Trading 
Center or a member of such Trading Center that has a severe and 
continuing negative impact, on a market-wide basis, on quoting, order, 
or trading activity or on the availability of market information 
necessary to maintain a fair and orderly market. For purposes of this 
definition, a severe and continuing negative impact on quoting, order, 
or trading activity includes (i) a series of quotes, orders, or 
transactions at prices substantially unrelated to the current market 
for the security or securities; (ii) duplicative or erroneous quoting, 
order, trade reporting, or other related message traffic between one or 
more Trading Centers or their members; or (iii) the unavailability of 
quoting, order, transaction information, or regulatory messages for a 
sustained period.
    (B) ``Limit Up Limit Down'' means the Plan to Address Extraordinary 
Market Volatility pursuant to Rule 608 of Regulation NMS under the Act.
    (C) ``Market'' means (i) in respect of FINRA, the facilities 
through which FINRA members display quotations and report transactions 
in Eligible Securities to FINRA and (ii) in respect of each Participant 
other than FINRA, the marketplace for Eligible Securities that the 
Participant operates.
    (D) ``Market-Wide Circuit Breaker'' means a halt in trading in all 
stocks in all Markets under the rules of a [Primary Listing Market] 
Primary Listing Exchange.
    (E) ``Material SIP Latency'' means a delay of quotation or last 
sale price information in one or more securities between the time data 
is received by the Processor and the time the Processor disseminates 
the data over the high speed line or over the ``high speed line'' under 
the CQ Plan, which delay the [Primary Listing Market]Primary Listing 
Exchange determines, in consultation with, and in accordance with, 
publicly disclosed guidelines established by the Operating Committee, 
to be (a) material and (b) unlikely to be resolved in the near future.
    (F) ``Member Firm'' means a member as that term is defined in 
Section 3(a)(3) of the Act.
    (G) ``Operational Halt'' means a halt in trading in one or more 
securities only on a Market declared by such Participant and is not a 
Regulatory Halt.
    [(H) ``Primary Listing Market'' means the national securities 
exchange on which an Eligible Security is listed. If an Eligible 
Security is listed on more than one national securities exchange, 
Primary Listing Market means the exchange on which the security has 
been listed the longest.]
    [(I)] (H) ``Regular Trading Hours'' has the meaning provided in 
Rule 600(b)(68) of Regulation NMS. Regular Trading Hours can end 
earlier than 4:00 p.m. ET in the case of an early scheduled close.
    [(J)] (I) ``Regulatory Halt'' means a halt declared by the [Primary 
Listing Market] Primary Listing Exchange in trading in one or more 
securities on all Trading Centers for regulatory purposes, including 
for the dissemination of material news, news pending, suspensions, or 
where otherwise necessary to maintain a fair and orderly market. A 
Regulatory Halt includes a trading pause triggered by Limit Up Limit 
Down, a halt based on Extraordinary Market Activity, a trading halt 
triggered by a Market-Wide Circuit Breaker, and a SIP Halt.
    [(K)] (J) ``SIP Halt'' means a Regulatory Halt to trading in one or 
more securities that a [Primary Listing Market] Primary Listing 
Exchange declares in the event of a SIP Outage or Material SIP Latency.
    [(L)] (K) ``SIP Halt Resume Time'' means the time that the [Primary 
Listing Market] Primary Listing Exchange determines as the end of a SIP 
Halt.
    [(M)] (L) ``SIP Outage'' means a situation in which the Processor 
has ceased, or anticipates being unable, to provide updated and/or 
accurate quotation or last sale price information in one or more 
securities for a material period that exceeds the time thresholds for 
an orderly failover to backup facilities established by mutual 
agreement among the Processor, the [Primary Listing Market] Primary 
Listing Exchange for the affected securities, and

[[Page 67813]]

the Operating Committee unless the [Primary Listing Market] Primary 
Listing Exchange, in consultation with the Processor and the Operating 
Committee, determines that resumption of accurate data is expected in 
the near future.
    [(N) ``Trading Center'' has the same meaning as that term is 
defined in Rule 600(b)(82) of Regulation NMS.]
    (ii) Operational Halts. A Participant shall notify the Processor, 
Competing Consolidators, and Self-Aggregators if it has concerns about 
its ability to collect and transmit quotes, orders or last sale prices, 
or where it has declared an Operational Halt or suspension of trading 
in one or more Eligible Securities, pursuant to the procedures adopted 
by the Operating Committee.
    (iii) Regulatory Halts.
    (A) The [Primary Listing Market] Primary Listing Exchange may 
declare a Regulatory Halt in trading for any security for which it is 
the [Primary Listing Market] Primary Listing Exchange:
    (1) As provided for in the rules of the [Primary Listing Market] 
Primary Listing Exchange;
    (2) if it determines there is a SIP Outage, Material SIP Latency, 
or Extraordinary Market Activity; or
    (3) in the event of national, regional, or localized disruption 
that necessitates a Regulatory Halt to maintain a fair and orderly 
market.
    (B) In making a determination to declare a Regulatory Halt under 
subparagraph (a)(iii)(A), the [Primary Listing Market] Primary Listing 
Exchange will consider the totality of information available concerning 
the severity of the issue, its likely duration, and potential impact on 
Member Firms and other market participants and will make a good-faith 
determination that the criteria of subparagraph (a)(iii)(A) have been 
satisfied and that a Regulatory Halt is appropriate. The [Primary 
Listing Market] Primary Listing Exchange will consult, if feasible, 
with the affected Trading Center(s), other Participants, or the 
Processor, as applicable, regarding the scope of the issue and what 
steps are being taken to address the issue. Once a Regulatory Halt 
based under subparagraph (a)(iii)(A) has been declared, the [Primary 
Listing Market] Primary Listing Exchange will continue to evaluate the 
circumstances to determine when trading may resume in accordance with 
the rules of the [Primary Listing Market] Primary Listing Exchange.
    (iv) Initiating a Regulatory Halt.
    (A) The start time of a Regulatory Halt is when the [Primary 
Listing Market] Primary Listing Exchange declares the halt, regardless 
of whether an issue with communications impacts the dissemination of 
the notice.
    (B) If the Processor is unable to disseminate notice of a 
Regulatory Halt or the [Primary Listing Market] Primary Listing 
Exchange is not open for trading, the [Primary Listing Market] Primary 
Listing Exchange will take reasonable steps to provide notice of a 
Regulatory Halt, which shall include both the type and start time of 
the Regulatory Halt, by dissemination through:
    (1) Proprietary data feeds containing quotation and last sale price 
information that the [Primary Listing Market] Primary Listing Exchange 
also sends to the Processor;
    (2) posting on a publicly-available Participant website; or
    (3) system status messages.
    (C) Except in exigent circumstances, the [Primary Listing Market] 
Primary Listing Exchange will not declare a Regulatory Halt retroactive 
to a time earlier than the notice of such halt.
    (v) Resumption of Trading After Regulatory Halts Other Than SIP 
Halts.
    (A) The [Primary Listing Market] Primary Listing Exchange will 
declare a resumption of trading when it makes a good-faith 
determination that trading may resume in a fair and orderly manner and 
in accordance with its rules.
    (B) For a Regulatory Halt that is initiated by another Participant 
that is a [Primary Listing Market] Primary Listing Exchange, a 
Participant may resume trading after the Participant receives 
notification from the [Primary Listing Market] Primary Listing Exchange 
that the Regulatory Halt has been terminated.
    (vii) Resumption of Trading After SIP Halt.
    (A) The [Primary Listing Market] Primary Listing Exchange will 
determine the SIP Halt Resume Time. In making such determination, the 
[Primary Listing Market] Primary Listing Exchange will make a good-
faith determination and consider the totality of information to 
determine whether resuming trading would promote a fair and orderly 
market, including input from the Processor, the Operating Committee, or 
the operator of the system in question (as well as any Trading 
Center(s) to which such system is linked), regarding operational 
readiness to resume trading. The [Primary Listing Market] Primary 
Listing Exchange retains discretion to delay the SIP Halt Resume Time 
if it believes trading will not resume in a fair and orderly manner.
    (B) The [Primary Listing Market] Primary Listing Exchange will 
terminate a SIP Halt with a notification that specifies a SIP Halt 
Resume Time. The [Primary Listing Market] Primary Listing Exchange 
shall provide a minimum notice of a SIP Halt Resume Time, as specified 
by the rules of the [Primary Listing Market] Primary Listing Exchange, 
during which period market participants may enter quotes and orders in 
the affected securities. During regular Trading Hours, the last SIP 
Halt Resume Time before the end of Regular Trading Hours shall be an 
amount of time as specified by the rules of the [Primary Listing 
Market] Primary Listing Exchange The [Primary Listing Market] Primary 
Listing Exchange may stagger the SIP Halt Resume Times for multiple 
symbols in order to reopen in a fair and orderly manner.
    (C) During Regular Trading Hours, if the [Primary Listing Market] 
Primary Listing Exchange does not open a security within the amount of 
time as specified by the rules of the [Primary Listing Market] Primary 
Listing Exchange after the SIP Halt Resume Time, a Participant may 
resume trading in that security. Outside Regular Trading Hours, a 
Participant may resume trading immediately after the SIP Halt Resume 
Time.
    (vii) Participant to Halt Trading During Regulatory Halt. A 
Participant will halt trading for any security traded on its Market if 
the [Primary Listing Market] Primary Listing Exchange declares a 
Regulatory Halt for the security.
    (viii) Communications. Whenever, in the exercise of its regulatory 
functions, the [Primary Listing Market] Primary Listing Exchange for an 
Eligible Security determines it is appropriate to initiate a Regulatory 
Halt, the [Primary Listing Market] Primary Listing Exchange will notify 
all other Participants and the Processor, Competing Consolidators, and 
Self-Aggregators of such Regulatory Halt as well as provide notice that 
a Regulatory Halt has been lifted using such protocols and other 
emergency procedures as may be mutually agreed to between the Operating 
Committee and the [Primary Listing Market] Primary Listing Exchange. 
The Processor shall disseminate to Participants notice of the 
Regulatory Halt (as well as notice of the lifting of a Regulatory Halt) 
through the high speed line or through the ``high speed line'' under 
the CQ Plan, and (ii) any other means the Processor, in its sole 
discretion, considers appropriate. Each Participant shall be required 
to continuously monitor these communication protocols established by 
the Operating Committee and the Processor during market hours, and the 
failure of a Participant to do so shall not prevent the [Primary 
Listing Market]

[[Page 67814]]

Primary Listing Exchange from initiating a Regulatory Halt in 
accordance with the procedures specified herein.

XII. Financial Matters

    (a) Sharing of Income and Expenses. Each CTA network's Participants 
shall share in the income and expenses associated with the 
dissemination of that CTA network's information in accordance with the 
provisions of this Section XII. Except as otherwise indicated, each 
income, expense and cost item, and each formula therefor described in 
this Section XII, applies separately to each of the two CTA networks 
and its respective Participants. The ``Annual Payments'' to any 
Participant furnishing a CTA Network's information to the Processor, 
and the ``Gross Income'' and ``Operating Expenses'' for each CTA 
network (as defined in subsections (b) and (c), respectively, of this 
Section XII), shall be determined for each calendar year and shall be 
determined as of the end of each such calendar year.
    (i) Annual Payments. As to each CTA network and notwithstanding any 
other provision of this Plan, each Participant eligible to receive 
distributable ``Net Income'' under the Plan shall receive an annual 
payment (an ``Annual Payment'') for each calendar year that is equal to 
the sum of the Participant's Trading Shares and Quoting Shares, as 
defined below, in each Eligible Security for the calendar year.
    (ii) Security Income Allocation. The Security Income Allocation for 
an Eligible Security shall be determined by multiplying (i) the ``Net 
Income'' of this CTA Plan for the calendar year by (ii) the Volume 
Percentage for such Eligible Security (the ``initial allocation''), and 
then adding or subtracting any amounts specified in the reallocation 
set forth below. The Volume Percentage for an Eligible Security shall 
be determined by dividing (A) the square root of the dollar volume of 
transaction reports disseminated by the Processor in such Eligible 
Security during the calendar year by (B) the sum of the square roots of 
the dollar volume of transaction reports disseminated by the Processor 
in each Eligible Security during the calendar year. If the initial 
allocation of Net Income in accordance with the Volume Percentage of an 
Eligible Security equals an amount greater than $4.00 multiplied by the 
total number of qualified transaction reports in such Eligible Security 
during the calendar year, the excess amount shall be subtracted from 
the initial allocation for such Eligible Security and reallocated among 
all Eligible Securities in direct proportion to the dollar volume of 
transaction reports disseminated by the Processor in Eligible 
Securities during the calendar year. A transaction report with a dollar 
volume of $5,000 or more shall constitute one qualified transaction 
report. A transaction report with a dollar volume of less than $5,000 
shall constitute a fraction of a qualified transaction report that 
equals the dollar volume of the transaction report divided by $5,000.
    (iii) Trading Share. The Trading Share of a Participant in an 
Eligible Security shall be determined by multiplying (i) an amount 
equal to fifty percent of the Security Income Allocation for the 
Eligible Security by (ii) the Participant's Trade Rating in the 
Eligible Security. A Participant's Trade Rating in an Eligible Security 
shall be determined by taking the average of (A) the Participant's 
percentage of the total dollar volume of transaction reports 
disseminated by the Processor in the Eligible Security during the 
calendar year, and (B) the Participant's percentage of the total number 
of qualified transaction reports disseminated by the Processor in the 
Eligible Security during the calendar year. However, if a CTA network's 
Participant has entered into a contractual relationship that grants to 
the Participant the exclusive right to trade an Eligible Security, or 
the discretion to determine which other of the CTA network's 
Participants may trade the Eligible Security, the transaction reports 
to which the previous sentence refers shall not include in the 
calculation of the Trade Rating transaction reports relating to the 
Eligible Security. For the purpose of determining Trade Ratings, any 
transaction report of any of a CTA network's Eligible Securities that 
the Processor disseminates by means of the high speed line, which price 
is accompanied by a market identifier signifying that such transaction 
report relates to a completed ITS transaction, shall be deemed to have 
been reported to the Processor by the Participant which supplied the 
sell side of such transaction.
    (iv) Quoting Share. The Quoting Share of a Participant in an 
Eligible Security shall be determined by multiplying (A) an amount 
equal to fifty percent of the Security Income Allocation for the 
Eligible Security by (B) the Participant's Quote Rating in the Eligible 
Security. A Participant's Quote Rating in an Eligible Security shall be 
determined by dividing (A) the sum of the Quote Credits earned by the 
Participant in such Eligible Security during the calendar year by (B) 
the sum of the Quote Credits earned by all Participants in such 
Eligible Security during the calendar year. A Participant shall earn 
one Quote Credit for each second of time (with a minimum of one full 
second) multiplied by dollar value of size that an automated best bid 
(offer) transmitted by the Participant to the Processor during regular 
trading hours is equal to the price of the national best bid (offer) in 
the Eligible Security and does not lock or cross a previously displayed 
automated quotation. An automated bid (offer) shall have the meaning 
specified in Rule 600 of Regulation NMS of the Act for an ``automated 
quotation.'' The dollar value of size of a quote shall be determined by 
multiplying the price of a quote by its size.
    (v) Net Income. Each CTA network's Operating Expenses attributable 
to any calendar year (as defined in Section XII(c)) shall be deducted 
from that CTA network's Gross Income attributable to that calendar year 
(as defined in Section XII(b)). The balance after such deduction shall 
be such CTA network's ``Net Income'' attributable to such calendar 
year.
    (vi) Allocation to Participants. A CTA network's Net Income, if 
any, attributable to each calendar year, whether a positive (above 
zero) amount or a negative amount (below zero), shall be allocated 
among all of that CTA network's Participants according to the sum of 
their respective Trading Shares and Quoting Shares as determined for 
that calendar year.
    (vii) Payments. As soon as reasonably complete income and expense 
figures are available for each calendar quarter, each network's 
administrator shall (A) determine the cumulative year-to-date Net 
Income for its CTA network as at the end of such calendar quarter (the 
``current Net Income'') and (B) distribute in accordance with section 
XII(a)(vi) that portion of the current Net Income (if any) as has not 
theretofore been distributed. Following the availability of audited 
financial statements for each calendar year, each network's 
administrator shall (1) calculate the difference (if any) between its 
CTA network's actual Net Income for the calendar year and the sum of 
the amount distributed or apportioned pursuant to the preceding 
sentence and (2) distribute such difference in accordance with Section 
XII(a)(vi). In the case of any negative (below zero) amount of Net 
Income (i.e., a deficit), each Participant in the affected CTA network 
shall pay, promptly following billing therefor, its Trading Shares and 
Quoting Shares in each Eligible Security for the calendar year.
    (viii) Recordkeeping and reporting. Each CTA network's 
administrator with

[[Page 67815]]

respect to its CTA network, shall maintain appropriate records 
reflecting all components of and exclusions from, (A) Gross Income (as 
referred to in Section XII(b)) and (B) Operating Expenses (as referred 
to in Section XII(c)). Each network's administrator with respect to its 
CTA network, and the independent public accountants referred to below 
shall furnish any such information and/or documentation reasonably 
requested in writing by a majority of that CTA network's Participants 
(other than that CTA network's administrator) in support of or relating 
to any of the computations to which this Section XII refers. All 
revenues, expenses, computations, allocations and payments in respect 
of either CTA network referred to in or required by this Section XII 
shall be reported annually to that CTA network's Participants by a firm 
of independent public accountants (which may be the firm regularly 
employed by that CTA network's administrator). In reporting a CTA 
Network's expenses, the accountants shall report only the Annual Fixed 
Payment and Extraordinary Expenses, as defined in Section XII(c)(i). 
Such accountants shall render their opinion that all such revenues, 
expenses, computations, allocations and payments have been reported in 
accordance with the understanding expressed in this Section XII. A copy 
of each such report shall also be furnished to the SEC for its 
information.
    (b) Gross Income.
    (i) Determination of Gross Income. Each CTA network's ``Gross 
Income'' attributable to any calendar year means all revenues received 
by that CTA network's administrator on behalf of all of that CTA 
network's Participants on account of all charges payable pursuant to 
this CTA Plan and attributable to that calendar year, including the 
high speed line fee revenues allocated to the networks pursuant to 
Section XII(b)(v). For the purpose of determining CTA Network A's Gross 
Income attributable to any calendar year, there shall be deducted, and 
allocated to NYSE, from those revenues attributable to that calendar 
year and received by the NYSE an amount which equals the product of 
those revenues and the ``bond allocation fraction''. The ``bond 
allocation fraction'' is a fraction, the numerator of which shall be 
the total number of transactions in bonds on the NYSE for that calendar 
year and the denominator of which shall be the sum of the total number 
of transactions in bonds on the NYSE and the total number of 
transactions in Network A Eligible Securities on the NYSE for that 
calendar year.
    (ii) Charges generally. Charges to subscribers, vendors and others 
for the privilege of receiving and using a network's last sale price 
information are shown on the Schedule of Market Data Charges attached 
hereto as Exhibit E.
    (iii) Establishing and amending charges. Any addition of any charge 
to, deletion of any charge from, or modification to any of, the charges 
set forth in Exhibit E (a ``New or Modified Charge'') shall be effected 
by an amendment to this CTA Plan appropriately revising Exhibit E that 
is approved by affirmative vote of not less than two-thirds of all of 
the then voting members of CTA. Any such amendment shall be executed on 
behalf of each Participant that appointed a voting member of CTA who 
approves such amendment and shall be filed with the SEC. However, 
charges imposed by the pilot test arrangements that Section IX(e) 
permits do not constitute New or Modified Charges and do not require an 
amendment to this CTA Plan or the CQ Plan.
    (iv) Charges to Participants. The Participants are not exempt from 
the charges that are set forth in this CTA Plan and each shall pay such 
of those charges as may be applicable to it.
    (v) Combined CTA Network A and CTA Network B charges. Insofar as 
the CTA Network A Participants and the CTA Network B Participants 
impose jointly a combined charge for the receipt of direct and/or 
indirect access to the high speed line, the revenues that they receive 
from any such charge shall be allocated between CTA Network A and CTA 
Network B in accordance with the networks' ``Relative Message Usage 
Percentages''. The network's administrators shall direct the Processor 
to calculate the allocation on a monthly basis. NYSE, in its role as 
high speed line access administrator, shall collect any such combined 
high speed line access charge and shall distribute to the CTA Network B 
administrator the amount allocated to CTA Network B on a quarterly 
basis, as soon as the allocation calculations become available for a 
calendar quarter.
    ``Relative message usage percentage'' means, as to each CTA 
network, a percentage equal to (A) the number of that network's 
messages that the network's Participants report over the high speed 
line for a month divided by (B) the sum of the number of both networks' 
messages that both networks' Participants report over the high speed 
line for that month.
    For example, a month's relative message usage percentage for CTA 
Network A would be calculated as follows:
[GRAPHIC] [TIFF OMITTED] TN29NO21.000

where:

``A'' represents the number of messages that the CTA Network A 
Participants disseminate over CTA Network A pursuant to the CTA Plan 
during that month; and
``B'' represents the number of messages that the CTA Network B 
Participants disseminate over CTA Network B pursuant to the CTA Plan 
during that month.

    For the purpose of this calculation, ``message'' includes any 
message that a Participant disseminates over the Consolidated Tape 
System, including, but not limited to, prices relating to Eligible 
Securities or concurrent use securities, administrative messages, index 
messages, corrections, cancellations and error messages.
    (vi) Combined CTA and CQ charges.
    (A) Network A subscriber charges. The CTA Network A Participants 
may establish jointly with the ``CQ Network A Participants'' (as the CQ 
Plan defines that term) one or more combined charges for the receipt of 
last sale price information and quotation information. In that event, 
(1) the financial results relating to the dissemination of ``CQ Network 
A quotation information'' (as the CQ Plan uses that term) and CTA 
Network A financial results shall be determined and reported on a 
combined basis and (2) this Section XII(b)(v) shall supersede any 
inconsistent provision of this CTA Plan. For these purposes, the 
combined net income of CTA/CQ Network A shall be defined as:
    (a) The total amounts received by the NYSE from all parties in 
return for the privilege of receiving consolidated last

[[Page 67816]]

sale price information and quotation information in respect of Network 
A Eligible Securities, less
    (b) the total of all CTA Network A Operating Expenses as referred 
to in Section XII(c) of this CTA Plan and all CQ Network A Operating 
Expenses as referred to in Section IX(c) of the CQ Plan.
    In determining the clause (a) amount for any calendar year, there 
shall be deducted and allocated to the NYSE an amount in respect of 
last sale price information and quotation information for bonds traded 
on the NYSE. The amount for any calendar year shall equal the product 
of the clause (a) amount (without this deduction) times the ``bond 
allocation fraction'' (as defined in Section XII(b)(i)).
    The combined CTA/CQ Network A net income attributable to each 
calendar year shall be distributed among the CTA/CQ Network A 
Participants according to the sum of their respective Trading Shares 
and Quoting Shares.
    (B) Network B nonprofessional subscriber charges. The CTA Network B 
Participants may establish jointly with the ``CQ Network B 
Participants'' (as the CQ Plan defines that term) one or more combined 
charges for the receipt of last sale price information and quotation 
information by nonprofessional subscribers. Seventy-five percent of the 
revenues collected from those combined charges shall be allocated to 
the CTA Network B Participants under this CTA Plan and the remaining 25 
percent of those revenues shall be allocated to the CQ Network B 
Participants.
    (c) Operating Expenses.
    (i) Determination of Operating Expenses. Each CTA network's 
``Operating Expenses'' attributable to any calendar year means:
    (Y) The network's ``Annual Fixed Payment'' for that Year; plus
    (Z) ``Extraordinary Expenses.''
    A network's Annual Fixed Payment shall compensate that network's 
administrator for its services as the CTA network administrator under 
this CTA Plan and as the network's administrator for the corresponding 
network under the CQ Plan.
    For Network A, the ``Annual Fixed Payment'' commenced with calendar 
year 2008. For calendar year 2008, the ``Annual Fixed Payment'' for 
Network A was $6 million dollars. For Network B, the ``Annual Fixed 
Payment'' commenced with calendar year 2009. For calendar year 2009, 
the ``Annual Fixed Payment'' for Network B was $3 million dollars.
    For each subsequent calendar year, a network's Annual Fixed Payment 
shall increase (but not decrease) by the percentage increase (if any) 
in the annual cost-of-living adjustment (``COLA'') that the U.S. Social 
Security Administration applies to Supplemental Security Income for the 
calendar year preceding that subsequent calendar year, subject to a 
maximum annual increase of five percent. For example, if the Social 
Security Administration's cost-of-living adjustment had been three 
percent for calendar year 2008, then the Annual Fixed Payment for CTA 
Network A and CQ Network A for calendar year 2009 would have increased 
by three percent to $6,180,000.
    Every two years, each network's administrator will provide a report 
highlighting any significant changes to that network's administrative 
expenses under this CTA Plan and the CQ Plan during the preceding two 
years, and the Participants will review each network's Annual Fixed 
Payment and determine by majority vote whether to continue it at its 
then current level. On a quarterly basis, each network's administrator 
shall deduct one-quarter of each calendar year's Annual Fixed Payment 
from the aggregate of that CTA network's Gross Income and the ``Gross 
Income'' of the corresponding network under the CQ Plan, before 
determining that quarter's distributable ``Net Income'' under this CTA 
Plan and the CQ Plan. If a Participant's share of Net Income for either 
network for any calendar year (including the Net Income for the 
corresponding network under the CQ Plan) is less than its pro rata 
share of the Annual Fixed Payment for that calendar year, the 
Participant shall be responsible for the difference.
    A CTA network's ``Extraordinary Expenses'' include that portion of 
the CTA network's legal and audit expenses and marketing and consulting 
fees that are outside of the ordinary and customary functions that a 
network administrator performs. For instance, Extraordinary Expenses 
would include such things as legal fees related to prosecution of a 
legal proceeding against a vendor that fails to pay applicable charges 
and fees relating to a marketing campaign that Participants determine 
to undertake to popularize stock trading.
    (ii) Litigation costs. A CTA network's Operating Expenses shall not 
include any cost or expense incurred by any Participant (except those 
incurred by a Participant acting in its capacity as a network's 
administrator on behalf of that network's Participants) as the result 
of, or in connection with, its defense of any claim, suit or proceeding 
against CTA, the Processor, this CTA Plan or any one or more 
Participants, relating to this CTA Plan or the reception, generation or 
dissemination of that network's consolidated last sale price 
information as contemplated by this CTA Plan, and all such costs and 
expenses incurred by any such Participant shall be borne by such 
Participant without contribution or reimbursement; provided, however, 
that nothing herein shall affect or impair any right of indemnification 
included in any contract referred to in Section V(c) hereof.
    (iii) Collection costs. Except as otherwise provided in this 
Section XII(c), each Participant and each other reporting party shall 
be responsible for paying the full cost and expense (without any 
reimbursement or sharing) incurred by it in collecting and reporting to 
the Processor in New York City last sale price information relating to 
Eligible Securities or associated with its market surveillance 
function.

XIII. Concurrent Use of Facilities

    (a) Scope of concurrent use. Any Participant may agree with the 
Processor to use the high speed line for the purpose of disseminating 
``concurrent use information''. ``Concurrent use information'' means 
market information that falls into one of the following categories:
    (i) Last sale prices (and related information) relating to 
completed transactions effected on a Participant in (A) listed equity 
securities (other than Eligible Securities) or (B) bonds that are 
listed, or admitted to trading, on an exchange Participant 
(``concurrent use securities information''); and
    (ii) information relating to an index (A) in which a Participant 
has a proprietary ownership interest or (B) that underlies a security 
that is listed, or admitted to trading, on an exchange Participant 
(``concurrent use index information'').
    (b) Processing privileges and conditions. To the extent a 
Participant disseminates concurrent use information, the Participant 
shall do so subject to the same contractual obligations that the 
contracts described in Section V(c) impose on reporting parties. The 
Processor will provide any one or more of the same collection, 
processing, validation and dissemination functions that the Processor 
provides in respect of completed transactions in Eligible Securities 
and related information, including inclusion of that information in the 
data base that Section V(b) describes. The reporting of transactions in 
concurrent use securities information to the Processor and the 
sequencing and dissemination of concurrent use

[[Page 67817]]

information by the Processor as herein provided shall be subject to the 
same terms and conditions as those applicable to the reporting and 
dissemination of transactions in Eligible Securities, including 
compliance with the tape format and technical specifications to which 
Section VI(c) refers.
    (c) Primacy of Eligible Securities. The collection, processing, 
validation and dissemination of concurrent use information by the 
Processor may in no way or manner interfere with the implementation of, 
operations under, and rights and obligations created by this CTA Plan 
in respect of last sale price information relating to completed 
transactions in Eligible Securities and contracts made, and the 
exercise of authority delegated, pursuant thereto. To the extent deemed 
necessary or appropriate, CTA shall develop procedures to avoid, 
insofar as possible, any interference with the orderly reporting and 
dissemination of transactions in Eligible Securities on the 
consolidated tape resulting from the reporting and dissemination of 
concurrent use information.
    (d) Revenue sharing. The dissemination of concurrent use 
information shall have no impact on, and be wholly independent of, the 
revenue sharing provisions of Section XII and the computations 
thereunder. Except as Section XII(b)(i) otherwise provides in respect 
of bonds traded on the NYSE, transactions in concurrent use securities 
shall not be taken into consideration in connection with any 
computations made pursuant to Section XII of this CTA Plan, which 
computations are based on the number of last sale prices reported on 
the consolidated tape in respect of Eligible Securities.
    (e) Costs and records. The Processor shall maintain records 
relating to the Processor's receipt, storage, processing, validating 
and transmission of concurrent use information and each Participant 
that makes concurrent use information available shall pay directly to 
the Processor such appropriate costs as the Processor may determine 
from time to time in respect of providing concurrent use facilities. 
The Processor shall provide each such Participant with periodic reports 
including, among other things, the volume of activity processed 
pursuant to the Participant's distribution of concurrent use 
information.
    (f) Service and administrative requirements. The Participant(s) 
that make a category of concurrent use information available will allow 
vendors to use that information for the purposes of concurrent use 
information services, subject to the same contract and other 
requirements as apply in respect of services that use information 
relating to Eligible Securities, as set forth in Section IX. However, 
if one or more Participants impose a charge in respect of any 
concurrent use information that is separate and apart from the charges 
that the Participants impose in respect of Eligible Security services, 
CTA will not be responsible for collecting the charge, for 
administering vendor and subscriber contracts, and for otherwise 
performing administrative functions, relating to the separate service, 
except as a network's administrator may otherwise agree in writing.
    (g) Indemnification for concurrent use.
    (i) Any Participant that makes ``concurrent use'' of the high speed 
line (an ``Indemnifying User'') undertakes to indemnify and hold 
harmless CTA, each member of CTA, each other Participant, the 
Processor, each of their respective affiliates, directors, officers, 
employees and agents, and each director, officer and employee of each 
such affiliate and agent (collectively, the ``Indemnified Persons'') 
from and against any suit or other proceeding at law or in equity, 
claim, liability, loss, cost, damage or expense (including reasonable 
attorneys' fees) incurred by or threatened against any Indemnified 
Person.
    (A) arising from or in connection with such concurrent use; and
    (B) without limiting the generality of clause (A), pertaining to 
the timeliness, sequence, accuracy or completeness of the information 
disseminated through such concurrent use.
    (ii) Each Indemnified Person shall give prompt written notice of 
any claim, or of any other manifestation by any person of an intention 
to assert a claim, against the Indemnified Person that may give rise to 
a claim for indemnification under this Section XIII(g) (a ``Claim 
Notice''). An omission to so notify the Indemnifying User will not 
relieve the Indemnifying User from any liability that it may have to 
the Indemnified Person otherwise than under this Section XIII(g).
    (iii) Thereafter, the Indemnifying User may notify the Indemnified 
Person in writing that the Indemnifying User intends, at its sole cost 
and expense and through counsel of its choice, to assume the defense of 
the matter (an ``Intervention Notice'') and the Indemnifying User may 
thereafter so assume the defense. In that case, (A) the Indemnified 
Person shall take all appropriate action to permit and authorize the 
Indemnifying User fully to assume the defense, (B) the Indemnifying 
User shall keep the Indemnified Person fully apprised at all times as 
to the status of the defense, and (C) the Indemnified Person may, at no 
cost or expense to the Indemnifying User, (1) participate in the 
defense through counsel of his or its choice insofar as participation 
does not impair the Indemnifying User's control of the defense and (2) 
retain, assume or reassume sole control over every aspect of the 
defense that he or it reasonably believes is not the subject of the 
indemnification provided for in this Section XIII(g).
    (iv) Until both (A) the Indemnified Person receives an Intervention 
Notice and (B) the Indemnifying User assumes the defense, the 
Indemnified Person may, at any time after ten days from the giving of 
the Claim Notice, (A) resist the claim or (B) after consulting with, 
and obtaining the consent of, the Indemnifying User, settle, otherwise 
compromise or pay the claim. In that case, (A) the Indemnifying User 
shall pay all costs of the indemnified Person arising out of the 
defense and of any settlement, compromise or payment and (B) the 
Indemnified Person shall keep the Indemnifying User apprised at all 
times as to the status of the defense.
    (v) Following indemnification as provided for in this Section 
XIII(g), the Indemnifying User shall be subrogated to all rights of the 
Indemnified Person with respect to the matter for which indemnification 
has been made to all third parties.
    (vi) An ``affiliate'' of any person includes any other person 
controlling, controlled by or under common control with such person.

XIV. Miscellaneous

    (a) Withdrawal. Any Participant, after becoming exempted from, or 
otherwise ceasing to be subject to, the Rule or arranging to comply 
with the Rule in some manner other than through participation in this 
CTA Plan, may withdraw from this CTA Plan at any time on not less than 
sixty days' written notice to the Processor and each other Participant; 
provided, however, that such withdrawing Participant shall remain 
liable for, and shall pay upon demand, all amounts payable by it (i) in 
respect of its activities under this CTA Plan that occurred prior to 
the withdrawal, including those incurred pursuant to Section XII, and 
(ii) pursuant to the indemnification obligations imposed by its 
contract with the Processor as provided in Section V(c) hereof.

[[Page 67818]]

    (b) Counterparts. This CTA Plan may be executed by the Participants 
in any number of counterparts, no one of which need contain all of the 
signatures of all Participants, and as many of such counterparts as 
shall together contain all of such signatures shall constitute one and 
the same instrument.
    (c) Governing law. This CTA Plan shall be governed by, and 
interpreted in accordance with, the laws of the State of New York.
    (d) Effective dates. This CTA Plan, and any contracts and 
resolutions made pursuant thereto, shall be effective as to any 
Participant when such plan has been approved by the Board of Directors 
of such Participant, executed on its behalf and approved by the SEC, 
and such Participant has commenced furnishing last sale price 
information pursuant thereto.
    (e) Section headings. The headings used in this CTA Plan are 
intended for reference only. They are not intended and shall not be 
construed to be a substantive part of this CTA Plan.

ATTACHMENT B

PROPOSED CHANGES TO THE CQ PLAN (Additions are italicized; Deletions 
are in [brackets])

RESTATED PLAN
SUBMITTED TO
THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 11Aac-1 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
    The undersigned hereby submit to the Securities and Exchange 
Commission (the ``SEC'') the following amendment to and restatement of 
the ``CQ Plan'', that is, the plan (1) that certain of the Participants 
filed for the dissemination on a current and continuous basis of bid 
and asked quotations and quotation sizes in Eligible Securities and 
related information and (2) that the SEC declared effective as of July 
28, 1978, pursuant to Section 11A(a)(3)(B) of the Securities Exchange 
Act of 1934, as amended. Terms used in this plan have the same meaning 
as the terms defined in Rule 600(b) under the Act.

I. Definitions

    (a) ``Act'' means the Securities Exchange Act of 1934, as from time 
to time amended.
    (b) ``Consolidated BBO'' means with respect to each Eligible 
Security:
    (i) The highest bid and the lowest offer then being furnished to 
the Processor by any Participant hereunder;
    (ii) If the Processor is in receipt of two or more bids or offers 
that meet the applicable criterion of clause (i), the bid or offer (as 
the case may be) between or among them with which the largest size is 
associated; or
    (iii) If the Processor is in receipt of two or more bids or offers 
that meet the applicable criteria of both clause (i) and clause (ii), 
the bid or offer (as the case may be) between or among them received by 
the Processor first in time.
    ``Consolidated BBO'' excludes any bid or offer made available by a 
Participant that is an exchange during any period after such 
Participant has given to the Processor a notice of determination 
described in the first sentence of Section VI(e) hereof and before such 
Participant has given to the Processor a subsequent advice described in 
the third sentence of Section VI(e). For the purpose of the preceding 
clause (iii), a bid or offer with respect to which a change in the 
associated size occurs shall be deemed to be received at the time of 
such change.
    (c) ``Consolidated Tape Association'' (``CTA'') has the meaning 
assigned to that term in the CTA Plan.
    (d) ``CQ Network A'' refers to the System as utilized to make 
available ``CQ Network A quotation information'' (that is, quotation 
information with respect to ``Network A Eligible Securities'' (as the 
CTA Plan defines that term)).
    (e) ``CQ Network B'' refers to the System as utilized to make 
available ``CQ Network B quotation information'' (that is, quotation 
information with respect to ``Network B Eligible Securities'' (as the 
CTA Plan defines that term)).
    (f) ``CQ Plan'' means the plan set forth in this instrument as from 
time to time amended in accordance with the provisions hereof.
    (g) A ``CQ Network's quotation information'' means either CQ 
Network A quotation information or CQ Network B quotation information.
    (h) A ``CQ network's Participants'' means either the Participants 
that report CQ Network A quotation information (the ``Network A 
Participants'') or the Participants that report CQ Network B quotation 
information (the ``Network B Participants'').
    (i) ``CTA Plan'' means the plan filed with the SEC in accordance 
with a predecessor to Rule 608 of Regulation NMS under the Act, as 
approved by the SEC and declared effective as of May 17, 1974, and as 
from time to time amended in accordance with the provisions thereof.
    (j) ``Eligible Security'' has the meaning assigned to that term in 
the CTA Plan.
    (k) ``Exchange'' means a securities exchange that is registered as 
a national securities exchange under section 6 of the Act.
    (l) ``High speed line'' means the high speed data transmission 
facility in its employment as a vehicle for making available quotation 
information to vendors and other persons on a current basis, as 
described in Section VI(c) hereof.
    (m) ``Interrogation device'' means any terminal or other device, 
including, without limitation, any computer, data processing equipment, 
communications equipment, cathode ray tube, monitor or audio voice 
response equipment, technically enabled to display, transmit or 
otherwise communicate, upon inquiry, quotation information in visual, 
audible or other comprehensible form.
    (n) ``Interrogation service'' means any service that permits 
securities information retrieval by means of an interrogation device.
    (o) ``ITS/CAES BBO'' has the meaning assigned to that term in the 
``ITS Plan'' as approved by the SEC and declared effective as of May 
17, 1982, and as from time to time amended.
    (p) ``Listed equity security'' means any equity security that is 
registered for trading on an exchange Participant.
    (q) ``Make available'' has the meaning assigned to that term in 
paragraph (a) of the Rule, but when the term is used to describe action 
to be taken by the Processor, it means such action is taken on behalf 
of, and as agent for, the Participant(s) furnishing the quotation 
information that is the subject of such action.
    (r) ``Network's administrator'' means (a) with respect to CQ 
Network A, NYSE and (b) with respect to CQ Network B, AMEX or, as to 
those CQ Network B functions that NYSE performs in place of AMEX 
pursuant to Section VII(f), NYSE.
    (s) ``Operating Committee'' means the committee of representatives 
of the Participants described in Section IV hereof.
    (t) ``Participant'' means a party to this CQ Plan with respect to 
which such plan has become effective pursuant to Section XI(d) hereof.
    (u) ``Person'' means a natural person or proprietorship, or a 
corporation, partnership or other organization.
    (v) Primary Listing Exchange'' means the national securities 
exchange on which an Eligible Security is listed. If an Eligible 
Security is listed on more than one national securities exchange, 
Primary Listing Exchange means the exchange on which the security has 
been listed the longest.

[[Page 67819]]

    [(v)] (w) ``Processor'' means the organization designated as 
recipient and processor of quotation information furnished by 
Participants pursuant to this CQ Plan, as Section V describes.
    [(w)](x) ``Quotation information'' means (i) all bids, offers, 
quotation sizes, aggregate quotation sizes, identities of brokers or 
dealers making bids or offers (in the case of a Participant that is a 
national securities association) and other information with respect to 
Eligible Securities required to be collected and made available by any 
Participant to vendors by paragraph (b) of the Rule; (ii) the 
identifier of the Participant furnishing each bid or offer; (iii) each 
[consolidated BBO]NBBO contained in the foregoing information and any 
identifier associated therewith; and (iv) each ITS/CAES BBO and any 
identifier associated therewith.
    [(x)] (y) ``Quotation montage'' means, with respect to a particular 
listed equity security, a display on an interrogation device or other 
electronic device which disseminates simultaneously quotations in that 
security from all reporting market centers.
    [(y)] (z) ``Rule'' means Rule 602 of Regulation NMS (previously 
designated as Rule 11Ac1-1) under the Act.
    [(z)] (aa) ``Subscriber'' means a recipient of an interrogation 
service or another service involving a CQ network's quotation 
information.
    [(aa)] (bb) ``System'' means the ``Consolidated Quotation System''; 
that is, the legal, operational and administrative framework created 
by, and pursuant to, this CQ Plan for the making available of quotation 
information to vendors and others, and its utilization therefor, as 
described in Section VI hereof.
    [(bb)] (cc) ``Vendor'' means any person engaged in the business of 
disseminating quotation information with respect to listed equity 
securities to brokers, dealers, investors or other persons, whether 
through an electronic communications network, interrogation device, 
quotation montage service, or other service involving quotation 
information.

II. Purpose of This CQ Plan

    The purpose of this CQ Plan is to enable the Participants, through 
joint procedures, to make quotation information available to vendors 
and others in accordance with paragraph (b)(1) of the Rule.

III. Parties

    (a) List of parties. The parties to this CQ Plan are as follows:

    Cboe BYX Exchange, Inc. (``BYX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Cboe BZX Exchange, Inc. (``BZX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Cboe EDGA Exchange, Inc. (``EDGA''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Cboe EDGX Exchange, Inc. (``EDGX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Cboe Exchange, Inc. (``Cboe''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 400 South LaSalle Street, Chicago, Illinois 60605.
    Financial Industry Regulatory Authority, Inc. (``FINRA''), 
registered as a national securities association under the Act and 
having its principal place of business at 1735 K Street NW, 
Washington, DC 20006.
    Investors' Exchange LLC (``IEX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 3 World Trade Center, 58th Floor, New York, New York 
10007.
    Long-Term Stock Exchange, Inc. (``LTSE''), registered as a 
national securities exchange under the Act and having its principal 
place of business at 300 Montgomery St., Ste 790, San Francisco, CA 
94104.
    MEMX LLC (``MEMX''), registered as a national securities 
exchange under the ACT and having its principal place of business at 
111 Town Square Place, Suite 520, Jersey City, New Jersey 07310.
    MIAX PEARL, LLC (``MIAX''), registered as a national securities 
exchange under the Act and having its principal place of business at 
7 Roszel Road, Suite 1A, Princeton, New Jersey 08540.
    Nasdaq BX, Inc. (``BSE''), registered as a national securities 
exchange under the Act and having its principal place of business at 
One Liberty Plaza, 165 Broadway, New York, New York 10006.
    Nasdaq ISE, LLC (``ISE''), registered as a national securities 
exchange under the Act and having its principal place of business at 
One Liberty Plaza, 165 Broadway, New York, New York 10006.
    Nasdaq PHLX LLC (``PHLX''), registered as a national securities 
exchange under the Act and having its principal place of business at 
FMC Tower, Level 8, 2929 Walnut Street, Philadelphia, Pennsylvania 
19104.
    The Nasdaq Stock Market LLC (``Nasdaq''), registered as a 
national securities exchange under the Act and having its principal 
place of business at One Liberty Plaza, 165 Broadway, New York, New 
York 10006.
    New York Stock Exchange LLC (``NYSE''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 11 Wall Street, New York, New York 10005.
    NYSE American LLC (``AMEX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 11 Wall Street, New York, New York 10005.
    NYSE Arca, Inc. (``NYSE Arca''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 11 Wall Street, New York, New York 10005.
    NYSE Chicago, Inc. (``NYSE Chicago''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 11 Wall Street, New York, New York 10005.
    NYSE National, Inc. (``NSX''), registered as a national 
securities exchange under the Act and having its principal place of 
business at 101 Hudson, Suite 1200, Jersey City, NJ 07302.

    (b) Participants. By subscribing to this CQ Plan and submitting it 
for filing with the SEC, each of the Participants agrees to comply to 
the best of its ability with the provisions of this CQ Plan.
    (c) Procedure for Participant entry.
    (1) In General. The Participants agree that any other exchange, or 
any national securities association registered under the Act, may 
become a Participant by:
    A. Subscribing to, and submitting for filing with the SEC, this CQ 
Plan;
    B. executing all applicable contracts made pursuant to this CQ 
Plan, or otherwise necessary to its participation;
    C. paying the applicable ``Participation Fee''; and
    D. paying ``provisioning costs'' to the Processor.
    Any such new Participant shall be subject to all resolutions, 
decisions and actions properly made or taken pursuant to this CQ Plan 
prior to its becoming a Participant.

IV. Administration of This CQ Plan

    (a) Operating Committee. Each of the Participants shall select one 
individual to represent such Participant as a member of the Operating 
Committee under this CQ Plan, together with a substitute for such 
individual, which substitute shall participate in the deliberations of 
the Operating Committee and shall be considered a member thereof only 
in the absence of such individual. Each such individual (and, in his 
absence, his substitute) shall have one vote on all matters which are 
considered by the Operating Committee. Except as this CQ Plan may 
otherwise specifically provide, the affirmative vote of that number of 
members as represents a majority of the total number of members of the 
Operating Committee shall be necessary for any action taken by the 
Operating Committee at a meeting thereof, including any action to 
modify the capacity planning process. Action taken by the members of 
the Operating Committee other than at a meeting shall be deemed to be 
the action of the Operating Committee

[[Page 67820]]

provided it is taken by affirmative vote of all the members and, if 
taken by telephone or other communications equipment, such action is 
confirmed in writing by each member within one week of the date such 
action is taken. Minutes shall be taken of all meetings of the 
Operating Committee.
    The Operating Committee, directly or by delegating its functions to 
individuals, subcommittees established by it from time to time, or 
others, will administer this CQ Plan and will have the responsibilities 
and authority conferred upon it by this CQ Plan as described herein. 
Within the areas of its responsibilities and authority, decisions made 
or actions taken by the Operating Committee pursuant to this CQ Plan 
and in accordance with such responsibilities and authority will be 
binding upon each Participant (without prejudice to the rights of such 
Participant to seek redress in other forums under Section IV(d)) unless 
such Participant has withdrawn from this CQ Plan in accordance with 
Section XI(a) hereof.
    (b) Authorized functions of Operating Committee. The Operating 
Committee shall have authority to oversee development of the System in 
accordance with the specifications therefor agreed upon by each of the 
Participants. The Operating Committee shall monitor the operation of 
the System and advise the Participants with respect to any 
deficiencies, problems or recommendations as the Committee may deem 
appropriate in its administration of this CQ Plan. In this connection, 
the Operating Committee shall also have authority to develop the 
procedures and make the administrative decisions necessary to 
facilitate the operation of the System in accordance with the 
provisions of this CQ Plan and to monitor compliance therewith.
    (c) Amendments to CQ Plan. Except as Section IX(b) otherwise 
provides, any proposed change in, addition to, or deletion from this CQ 
Plan may be effected only by means of a written amendment to this CQ 
Plan which sets forth the change, addition or deletion, and either:
    (i) Is executed by each Participant and approved by the SEC;
    (ii) in the case of a ``Ministerial Amendment,'' is submitted by 
the Chairman of the Operating Committee, is the subject of advance 
notice to the Participants of not less than 48 hours and is approved by 
the SEC; or
    (iii) otherwise becomes effective pursuant to Section 11A of the 
Act and Rule 608 of Regulation NMS.
    ``Ministerial Amendment'' means an amendment to this CQ Plan that 
pertains solely to any one or more of the following:
    (1) Admitting a new Participant into this CQ Plan;
    (2) changing the name or address of a Participant;
    (3) incorporating a change that the Commission has implemented by 
rule and that requires no conforming language to the text of this CQ 
Plan (e.g., the Commission rule establishing the Advisory Committee);
    (4) incorporating a change (i) that the Commission has implemented 
by rule, (ii) that requires conforming language to the text of this CQ 
Plan (e.g., the Commission rule amending the revenue allocation 
formula), and (iii) that a majority of all Participants has voted to 
approve;
    (5) incorporating a purely technical change, such as correcting an 
error or an inaccurate reference to a statutory provision, or removing 
language that has become obsolete (e.g., language regarding ITS).
    (d) Plan Website Disclosures. The Operating Committee shall publish 
on the CQ Plan's website:
    (1) The Primary Listing Exchange for each Eligible Security; and
    (2) On a monthly basis, the consolidated market data gross revenues 
for Eligible Securities as specified by Tape A and Tape B securities.
    [(d)] (e) Participant rights. No action or inaction by the 
Operating Committee shall prejudice any Participant's right to present 
its views to the SEC or any other person with respect to any matter 
relating to this CQ Plan or to seek to enforce its views in any other 
forum it deems appropriate.
    [(e)](f) Potential Conflicts of Interests.
    (1) Disclosure Requirements. The Participants, the Processor, the 
Plan Administrator, members of the Advisory Committee, and each service 
provider or subcontractor engaged in Plan business (including the audit 
of subscribers' data usage) that has access to Restricted or Highly 
Confidential Plan information (for purposes of this section, 
``Disclosing Parties'') shall complete the applicable questionnaire to 
provide the required disclosures set forth below to disclose all 
material facts necessary to identify potential conflicts of interest. 
The Operating Committee, a Participant, Processor, or Administrator may 
not use a service provider or subcontractor on Plan business unless 
that service provider or subcontractor has agreed in writing to provide 
the disclosures required by this section and has submitted completed 
disclosures to the Administrator prior to starting work. If state laws, 
rules, or regulations, or applicable professional ethics rules or 
standards of conduct, would act to restrict or prohibit a Disclosing 
Party from making any particular required disclosure, a Disclosing 
Party shall refer to such law, rule, regulation, or professional ethics 
rule or standard and include in response to that disclosure the basis 
for its inability to provide a complete response. This does not relieve 
the Disclosing Party from disclosing any information it is not 
restricted from providing.
    (i) A potential conflict of interest may exist when personal, 
business, financial, or employment relationships could be perceived by 
a reasonable objective observer to affect the ability of a person to be 
impartial.
    (ii) Updates to Disclosures. Following a material change in the 
information disclosed pursuant to subparagraph (e)(1), a Disclosing 
Party shall promptly update its disclosures. Additionally, a Disclosing 
Party shall update annually any inaccurate information prior to the 
Operating Committee's first quarterly meeting of a calendar year.
    (iii) Public Dissemination of Disclosures. The Disclosing Parties 
shall provide the Administrator with its disclosures and any required 
updates. The Administrator shall ensure that the disclosures are 
promptly posted to the Plan's website.
    (2) Recusal.
    (i) A Disclosing Party may not appoint as its representative a 
person that is responsible for or involved with the development, 
modeling, pricing, licensing, or sale of proprietary data products 
offered to customers of a securities information processor if the 
person has a financial interest (including compensation) that is tied 
directly to the exchange's proprietary data business and if that 
compensation would cause a reasonable objective observer to expect the 
compensation to affect the impartiality of the representative.
    (ii) A Disclosing Party (including its representative(s), 
employees, and agents) will be recused from participating in Plan 
activities if it has not submitted a required disclosure form or the 
Operating Committee votes that its disclosure form is materially 
deficient. The recusal will be in effect until the Disclosing Party 
submits a sufficiently complete disclosure form to the Administrator.
    (iii) A Disclosing Party, including its representative(s), and its 
affiliates and their representative(s), are recused from voting on 
matters in which it or its affiliate (i) are seeking a position or 
contract with the Plan or (ii) have a position or contract with the 
Plan and

[[Page 67821]]

whose performance is being evaluated by the Plan.
    (iv) All recusals, including a person's determination of whether to 
voluntarily recuse himself or herself, shall be reflected in the 
meeting minutes.
* * * * *

Required Disclosures for the CQ Plan

    As part of the disclosure regime, the Participants, the Processors, 
the Administrators, members of the Advisory Committee, and service 
providers and subcontractors must respond to questions that are 
tailored to elicit responses that disclose the potential conflicts of 
interest.
    The Participants must respond to the following questions and 
instructions:
     Is the Participant's firm for profit or not-for-profit? If 
the Participant's firm is for profit, is it publicly or privately 
owned? If privately owned, list any owner with an interest of 5% or 
more of the Participant, where to the Participant's knowledge, such 
owner, or any affiliate controlling, controlled by, or under common 
control with the owner, subscribes, directly or through a third- party 
vendor, to SIP and/or exchange Proprietary Market Data products.
     Does the Participant firm offer real-time proprietary 
equity market data that is filed with the SEC (``Proprietary Market 
Data'')? If yes, list each product, describe its content, and provide a 
link to where fees for each product are disclosed.
     Provide the names of the representative and any 
alternative representatives designated by the Participant who are 
authorized under the Plans to vote on behalf of the Participant. Also 
provide a narrative description of the representatives' roles within 
the Participant organization, including the title of each individual as 
well as any direct responsibilities related to the development, 
dissemination, sales, or marketing of the Participant's Proprietary 
Market Data, and the nature of those responsibilities sufficient for 
the public to identify the nature of any potential conflict of interest 
that could be perceived by a reasonable objective observer as having an 
effect on the Plan. If the representative works in or with the 
Participant's Proprietary Market Data business, describe the 
representative's roles and describe how that business and the 
representative's Plan responsibilities impacts his or her compensation. 
In addition, describe how a representative's responsibilities with the 
Proprietary Market Data business may present a conflict of interest 
with his or her responsibilities to the Plan.
     Does the Participant, its representative, or its 
alternative representative, or any affiliate have additional 
relationships or material economic interests that could be perceived by 
a reasonable objective observer to present a potential conflict of 
interest with their responsibilities to the Plan? If so, provide a 
detailed narrative discussion of all material facts necessary to 
identify the potential conflicts of interest and the effects they may 
have on the Plan.
    The Processors must respond to the following questions and 
instructions:
     Is the Processor an affiliate of or affiliated with any 
Participant? If yes, disclose the Participant(s) and describe the 
nature of the affiliation. Include an entity-level organizational chart 
depicting the Processor and its affiliates.
     Provide a narrative description of the functions directly 
performed by senior staff, the manager employed by the Processor to 
provide Processor services to the Plans, and the staff that reports to 
that manager (collectively, the ``Plan Processor'').
     Does the Plan Processor provide any services for any 
Participant's Proprietary Market Data products or other Plans? If Yes, 
disclose the services the Plan Processor performs and identify which 
Plans. Does the Plan Processor have any profit or loss responsibility 
for a Participant's Proprietary Market Data products or any other 
professional involvement with persons the Processor knows are engaged 
in the Participant's Proprietary Market Data business? If so, describe.
     List the policies and procedures established to safeguard 
confidential Plan information that is applicable to the Plan Processor.
     Does the Processor, or its representatives, have 
additional relationships or material economic interests that could be 
perceived by a reasonable objective observer to present a potential 
conflict of interest with the representatives' responsibilities to the 
Plan? If so, provide a detailed narrative discussion of all material 
facts necessary to identify the potential conflicts of interest and the 
effects they may have on the Plan.
    The Administrators must respond to the following questions and 
instructions:
     Is the Administrator an affiliate of or affiliated with 
any Participant? If yes, disclose the Participant(s) and describe the 
nature of the affiliation. Include an entity-level organizational chart 
depicting the Administrator and its affiliates.
     Provide a narrative description of the functions directly 
performed by senior staff, the administrative services manager, and the 
staff that reports to that manager (collectively, the ``Plan 
Administrator'').
     Does the Plan Administrator provide any services for any 
Participant's Proprietary Market Data products? If yes, what services? 
Does the Plan Administrator have any profit or loss responsibility, or 
licensing responsibility, for a Participant's Proprietary Market Data 
products or any other professional involvement with persons the 
Administrator knows are engaged in the Participant's Proprietary Market 
Data business? If so, describe.
     List the policies and procedures established to safeguard 
confidential Plan information that is applicable to the Plan 
Administrator.
     Does the Administrator, or its representatives, have 
additional relationships or material economic interests that could be 
perceived by a reasonable objective observer to present a potential 
conflict of interest with the representatives' responsibilities to the 
Plan? If so, provide a detailed narrative discussion of all material 
facts necessary to identify the potential conflicts of interest and the 
effects they may have on the Plan.
    The Members of the Advisory Committee must respond to the following 
questions and instructions:
     Provide the Advisor's title and a brief description of the 
Advisor's role within the firm.
     Does the Advisor have responsibilities related to the 
firm's use or procurement of market data?
     Does the Advisor have responsibilities related to the 
firm's trading or brokerage services?
     Does the Advisor's firm use the SIP? Does the Advisor's 
firm use exchange Proprietary Market Data products?
     Does the Advisor's firm have an ownership interest of 5% 
or more in one or more Participants? If yes, list the Participant(s).
     Does the Advisor actively participate in any litigation 
against the Plans?
     Does the Advisor or the Advisor's firm have additional 
relationships or material economic interests that could be perceived by 
a reasonable objective observer to present a potential conflict of 
interest with their responsibilities to the Plan? If so, provide a 
detailed narrative discussion of all material facts necessary to 
identify the potential conflicts of interest and the effects they may 
have on the Plan.
    Pursuant to Section IV(e)(1) of the Plan, each service provider or

[[Page 67822]]

subcontractor that has agreed in writing to provide required 
disclosures and be treated as a Disclosing Party pursuant to Section 
IV(e) of the Plan shall respond to the following questions and 
instructions:
     Is the service provider or subcontractor affiliated with a 
Participant, Processor, Administrator, or member of the Advisory 
Committee? If yes, disclose with whom the person is affiliated and 
describe the nature of the affiliation.
     If the service provider's or subcontractor's compensation 
is on a commission basis or is tied to specific metrics, provide a 
detailed narrative summary of how compensation is determined for 
performing work on behalf of the Plan.
     Is the service provider or subcontractor subject to 
policies and procedures (including information barriers) concerning the 
protection of confidential information that includes affiliates? If so, 
describe. If not, explain their absence.
     Does the service provider or subcontractor, or its 
representative, have additional relationships or material economic 
interests that could be perceived by a reasonable objective observer to 
present a potential conflict of interest with its responsibilities to 
the Plan? If so, provide a detailed narrative discussion of all 
material facts necessary to identify the potential conflicts of 
interest and the effects they may have on the Plan.
    The responses to these questions will be posted on the Plan's 
website. If a Disclosing Party has any material changes in its 
responses, the Disclosing Party must promptly update its disclosures. 
Additionally, the Disclosing Parties must update the disclosures on an 
annual basis to reflect any changes. This annual update must be made 
before the first quarterly session meeting of each calendar year, which 
is generally held in mid-February.
    [(f)](g) Confidentiality Policy.
    The Participants have adopted the confidentiality policy set forth 
in Exhibit F to the Plan.

V. The Processor and Competing Consolidators

    (a) SIAC, charter. The Securities Industry Automation Corporation 
(``SIAC'') has been engaged to serve as the Processor of quotation 
information reported to it for consolidation and dissemination to 
vendors and others. The Processor performs those services in accordance 
with the provisions of this CQ Plan and subject to the administrative 
oversight of the Operating Committee.
    (b) Functions of the Processor. The primary functions of the 
Processor are:
    (i) To operate and maintain computer and communications facilities 
for the receipt, processing, validating and dissemination of quotation 
information in accordance with the provisions of this CQ Plan and 
subject to the oversight of the Operating Committee;
    (ii) to maintain and publish technical specifications for the 
reporting of quotation information from the Participants to the 
Processor;
    (iii) to maintain and publish technical specifications for the 
dissemination of quotation information over the high speed line 
facilities;
    (iv) to maintain a database of quotation information that the 
Processor collected from the Participants for use by the Participants 
and the SEC in monitoring and surveillance functions;
    (v) to maintain back-up facilities to reduce the risk of serious 
interruption in the flow of market information; and
    (vi) to provide computer and communications facility capacity in 
accordance with the capacity planning process for which the Processor 
contracts (in the form set forth in Exhibits A and B) provide.
    (c) Processor contracts. Each Participant shall enter into a 
contract with the Processor which, among other things, obligates each 
Participant during the life of the contract to furnish its quotation 
information to the Processor in a format, and by means of computer or 
by other means, acceptable to the Operating Committee and the 
Processor.
    Each Participant shall agree in its contract with the Processor to 
furnish quotation information to the Processor as promptly as possible 
and in accordance with Sections VI and VIII hereof. Such contracts will 
also authorize the Processor to process all quotation information 
furnished to it and to transmit such information in accordance with 
this CQ Plan. The contracts between a Participant and the Processor 
shall contain provisions requiring the Participant to reimburse the 
Processor for the services that the Processor provides to the 
Participant and to indemnify the Processor with respect to any claim, 
suit, other proceedings at law or in equity, liability, loss, cost, 
damage or expense incurred by or threatened against the Processor as a 
result of the furnishing of any quotation information, other market 
information or message by the indemnifying Participant to, and the 
making available as so furnished by, the Processor pursuant to this CQ 
Plan. Copies of the forms of such contracts are attached hereto as 
Exhibits A and B.
    The Processor's contracts with Participants shall by their terms be 
subject at all times to applicable provisions of the Act, the rules and 
regulations thereunder, and this CQ Plan. Whenever any Participant 
withdraws from this CQ Plan pursuant to Section XI(a) hereof, the 
contract between the Processor and such Participant shall terminate.
    (d) Review of Processor. The Operating Committee shall periodically 
review (at least every two years or from time to time upon the request 
of any two Participants, but not more frequently than once each year) 
whether (1) the Processor has failed to perform its functions in a 
reasonably acceptable manner in accordance with the provisions of this 
CQ Plan, (2) its reimbursable expenses have become excessive and are 
not justified on a cost basis, and (3) the organization then acting as 
the Processor should continue in such capacity or should be replaced. 
In making such review, consideration shall be given to such factors as 
experience, technological capability, quality and reliability of 
service, relative costs, back-up facilities and regulatory 
considerations.
    The Operating Committee may replace the Processor if it determines 
that the Processor has failed to perform its functions in a reasonably 
acceptable manner in accordance with the provisions of this CQ Plan or 
that the Processor's reimbursable expenses have become excessive and 
are not justified on the basis of reasonable costs. Replacement of the 
Processor, other than for cause as provided in the preceding sentence, 
shall require an amendment to this CQ Plan adopted and filed as 
provided in Section IV(c) hereof.
    (e) Notice to SEC of Processor reviews. The SEC shall be notified 
of the evaluations and recommendations made pursuant to any of the 
reviews provided for in Section V(c), including any minority views, and 
shall be supplied with a copy of any reports that may be prepared in 
connection therewith.
    (f) Evaluation of Competing Consolidators. On an annual basis, the 
Operating Committee shall assess the performance of Competing 
Consolidators, including an analysis with respect to speed, 
reliability, and cost of data provision. The Operating Committee shall 
prepare an annual report containing such assessment and furnish such 
report to the SEC prior to the second quarterly meeting of the 
Operating Committee. In conducting its analysis, the Operating 
Committee shall review the monthly performance metrics published by 
Competing Consolidators

[[Page 67823]]

pursuant to Rule 614(d)(5). ``Monthly performance metrics'' shall 
include:
    (i) Capacity statistics, including system tested capacity, system 
output capacity, total transaction capacity, and total transaction peak 
capacity;
    (ii) Message rate and total statistics, including peak output rates 
on the following bases: 1-millisecond, 10-millisecond, 100-millisecond, 
500-millisecond, 1-second, and 5-second;
    (iii) System availability statistics, including system up-time 
percentage and cumulative amount of outage time;
    (iv) Network delay statistics, including quote and trade zero 
window size events, quote and trade retransmit events, and quote and 
trade message total; and
    (v) Latency statistics, including distribution statistics up to the 
99.99th percentile, for the following:
    (A) When a Participant sends an inbound message to a Competing 
Consolidator and when the Competing Consolidator receives the inbound 
message;
    (B) When the Competing Consolidator receives the inbound message 
and when the Competing Consolidator sends the corresponding 
consolidated message to a customer of the Competing Consolidator; and
    (C) When a Participant sends an inbound message to a Competing 
Consolidator and when the Competing Consolidator sends the 
corresponding consolidated message to a customer of the Competing 
Consolidator.

VI. Collection and Reporting of Quotation Information

    (a) Responsibilities of Participants. Each Participant agrees to 
collect, and furnish to the Processor in a format acceptable to the 
[Processor and the] Operating Committee, all quotation information 
required to be made available by such Participant [to vendors by 
paragraph (b)(l) of the Rule]by Rules 602(b)(1) of Regulation NMS. Each 
Participant further agrees to collect and report to Competing 
Consolidators and Self Aggregators all quotation information required 
to be made available by such Participant by Rule 603(b) of Regulation 
NMS, including all data necessary to generated consolidated market 
data. Each bid and offer with respect to an Eligible Security furnished 
to the Processor, Competing Consolidators, and Self-Aggregators by any 
Participant pursuant to this CQ Plan shall be accompanied by (i) [the 
quotation size or aggregate quotation size associated therewith as 
required] the information required by Rules 602(b)(1) or 603(b) of 
Regulation NMS, as applicable, [paragraph (b)(l) of the Rule] and (ii) 
the time of the bid or offer as identified by:
    (A) In the case of a national securities exchange, the reporting 
Participant's matching engine publication timestamp (reported in 
microseconds); or
    (B) in the case of a national securities association, the quotation 
publication timestamp that the association's bidding or offering member 
reports to the association's quotation facility in accordance with 
FINRA rules.
    Also, if a national securities association quotation facility (such 
as FINRA's Alternative Display Facility) provides a proprietary feed of 
its quotation information, then the quotation facility shall also 
furnish the Processor, Competing Consolidators, and Self-Aggregators 
with the time of the quotation as published on the quotation facility's 
proprietary feed.
    The national securities association shall convert any quotation 
times reported to it in seconds or milliseconds to microseconds and 
shall furnish such times to the Processor, Competing Consolidators, and 
Self-Aggregators in microseconds.
    Each bid and offer with respect to an Eligible Security furnished 
to Competing Consolidators and Self-Aggregators by any Participant 
pursuant to this CQ Plan shall also be accompanied by the time the 
Participant made such bid and offer available to Competing 
Consolidators and Self Aggregators (reported in microseconds).
    In addition, each bid and offer with respect to an Eligible 
Security made by a broker or dealer otherwise than on the floor of an 
exchange and furnished to the Processor, Competing Consolidators, and 
Self-Aggregators by any Participant which is a national securities 
association shall, at the time furnished, be accompanied by an 
appropriate symbol designated by the [Processor and acceptable to the] 
Operating Committee identifying such broker or dealer as required by 
paragraph (b)(i) of the Rule.
    (b) Timeliness of Reporting. Each Participant agrees to furnish 
quotation information, and changes in any such information, to the 
Processor as promptly as possible and to establish and maintain 
collection and reporting procedures and facilities such as to insure 
that on the average and under normal conditions, the bids and offers 
with respect to Eligible Securities required to be made available by 
such Participant to vendors by paragraph (b)(1) of the Rule will be 
furnished to the Processor within approximately one minute of the time 
such bid or offer is communicated to such Participant. The Participants 
agree that they shall have as an objective the reduction of the time 
period for furnishing quotation information to the Processor.
    Each Participant further agrees to furnish quotation information, 
and changes in any such information, to the Competing Consolidator and 
Self-Aggregators in the same manner and using the same methods, 
including all methods of access and the same format, as such 
Participant makes available any information with respect to quotations 
for and transactions in NMS stocks to any person.
    (c) High speed line and market identifiers. Subject to the 
rejection procedures described in Section VI(d), the Processor shall 
make available by means of the high speed line (i) all quotation 
information received by it without alteration and in the sequence in 
which it was received and (ii) the consolidated BBO contained in such 
quotation information with respect to each Eligible Security and any 
identifier associated with such consolidated BBO. Each bid and offer 
with respect to an Eligible Security transmitted by the Processor shall 
be accompanied by an appropriate symbol designated by the Processor and 
acceptable to the Operating Committee identifying the Participant that 
reported such bid or offer to the Processor. Each bid or offer with 
respect to an Eligible Security furnished to the Processor by a 
Participant that is a national securities association [(other than an 
ITS/CAES BBO)] shall be accompanied by the symbol identifying the 
broker or dealer who was reported to the Processor as having made such 
bid or offer otherwise than on the floor of an exchange. The quotation 
information transmitted by the Processor as referred to above shall be 
made available to persons receiving such information, including 
vendors, at the location in New York City designated by the Processor 
and acceptable to the Operating Committee.
    (d) Processor validation and correction procedure. The quotation 
information received by the Processor from any Participant shall be 
validated by the Processor for proper format. If the format is 
incorrect as to any bid or offer made with respect to an Eligible 
Security, such bid or offer will be rejected and the Participant which 
reported such bid or offer will be so notified. The correction of the 
format of any such quotation information and any retransmission thereof 
to the Processor shall be the responsibility of the furnishing 
Participant. The Processor shall not perform any other validation 
function with respect to quotation information and shall have no 
responsibility regarding the accuracy of quotation information 
furnished to the

[[Page 67824]]

Processor as to the reasonableness of price or size, as to the 
identification of the furnishing Participant and, in the case of 
quotation information furnished by a national securities association, 
the broker or dealer which made the bid or offer, or as to any other 
data. Accordingly, as between the Processor and a Participant 
furnishing quotation information and except as to its format, the 
accuracy of such information shall be the sole responsibility of such 
Participant.
    (e) Unusual market conditions. Whenever any Participant which is an 
exchange determines, as provided in paragraph (b)(3) of the Rule, that 
the level of trading activity or the existence of unusual market 
conditions is such that such Participant is incapable of collecting, 
processing and making available [to vendors ]the data with respect to 
any one or more Eligible Securities required to be made available 
pursuant to [paragraph (b)(l) of the Rule] Rules 602(b)(1) and 603(b) 
of Regulation NMS in a manner which accurately reflects the current 
state of the market in such securities on the floor of such 
Participant, such Participant shall immediately notify the Processor, 
Competing Consolidators, and Self-Aggregators of such determination. 
The Processor shall immediately thereupon give notice of such 
determination to each of the other Participants or its facilities 
manager, to each of the persons to whom it makes quotation information 
available pursuant to this CQ Plan and to the persons included as 
``specified persons'' in paragraph (a)(15) of the Rule. Following such 
notification to the Processor, such Participant shall monitor the 
activity or conditions which formed the basis for such notification 
and, when it determines that it is again capable of collecting, 
processing and making available to vendors and others the quotation 
information with respect to the one or more affected Eligible 
Securities in a manner which accurately reflects the current state of 
the market in such securities on the floor of such Participant, such 
Participant shall immediately advise the Processor, Competing 
Consolidators, and Self-Aggregators thereof. The Processor shall 
immediately thereupon give notice of such advice to each of the persons 
identified in the second sentence of this Section VI(e).
    [(f) Description of reporting procedures. Prior to the date upon 
which any Participant begins furnishing quotation information to the 
Processor pursuant to this CQ Plan, each such Participant shall prepare 
and submit to the Operating Committee and the Processor a description 
of the procedures by which it intends to comply with its obligations 
under this CQ Plan to collect quotation information and furnish it to 
the Processor. Thereafter, any revisions of such procedures shall be 
reported promptly to the Operating Committee and the Processor.]

VII. Receipt and Use of Quotation Information

    (a) Requirements for receipt and use of information. Pursuant to 
fair and reasonable terms and conditions, each network's administrator 
shall provide for:
    (i) The dissemination of each CQ network's quotation information on 
terms that are not unreasonably discriminatory to Competing 
Consolidators, Self-Aggregators, vendors, newspapers, Participants, 
Participant members and member organizations, and other persons over 
the high speed line; and
    (ii) the use of that CQ network's quotation information by 
Competing Consolidators, Self-Aggregators, vendors, subscribers, 
newspapers, Participants, Participant members and member organizations, 
and other persons.
    Subject to Section (IX)(b)(iii), each CQ network's Participants 
shall determine the terms and conditions that apply in respect of a 
particular manner of receipt or use of that CQ network's quotation 
information, including whether the manner of receipt or use shall 
require the recipients or users to enter into appropriate agreements 
with the network's administrator. The Participants shall apply those 
determinations in a reasonably uniform manner, so as to subject all 
parties that receive or use a CQ network's quotation information in a 
particular manner to terms and conditions that are substantially 
similar.
    The Participants in both CQ networks expect that their network's 
administrator will require the following parties to enter into 
agreements with the network's administrator, acting on behalf of the CQ 
network's Participants, substantially in the form of Exhibit C (the 
``Consolidated Vendor Form'') or a predecessor form of agreement:
    (i) Any party that receives [a CQ network's quotation information] 
consolidated market data by means of a direct computer-to-computer 
interface with the Processor or Competing Consolidators;
    (ii) any Competing Consolidator or Self Aggregator that receives 
quotation information directly from a Participant for the purpose of 
creating consolidated market data;
    [(ii)](iii) vendors and other persons that redisseminate [a CQ 
network's quotation information] consolidated market data; and
    [(iii)](iv) persons that use [a CQ network's quotation information] 
consolidated market data for such purposes as the CQ network's 
administrator may from time to time identify.
    Each CQ network's Participants expect that their network's 
administrator will require subscribers, and other recipients of 
quotation information, that do not enter into the Consolidated Vendor 
Form, either:
    (i) To enter into an agreement with its vendor that contains terms 
and conditions that run to the benefit of that CQ network's 
Participants and that are substantially similar to the terms and 
conditions set forth in the ``Subscriber Addendum'' attached as part of 
Exhibit D; or
    (ii) to enter into agreements with the network's administrator, 
acting on behalf of the CQ network's Participants, substantially in the 
form of that CQ network's ``Consolidated Subscriber Form'' attached as 
part of Exhibit D or a predecessor form of agreement.
    However, each network's administrator may determine that a 
particular manner of receipt or use by any party warrants terms and 
conditions different from those found in the Consolidated Vendor Form, 
the Subscriber Addendum or the Consolidated Subscriber Form, or 
requires no agreement at all.
    (b) Approvals of redisseminators and terminations of approvals. All 
vendors of and other parties that redisseminate [of a CQ network's 
quotation information] consolidated market data [and other parties that 
redisseminate a CQ network's quotation information] (collectively, 
``data redisseminators'') shall be required to be approved by that 
network's administrator. A network's administrator may terminate the 
approval of a data redisseminator if it determines that circumstances 
so warrant. All decisions to so terminate an approval must be approved 
by a majority of that CQ network's Participants. All actions of a CQ 
network's Participants approving, disapproving or terminating a prior 
approval of a data redisseminator will be final and conclusive on all 
of the CQ network's Participants, except that any data redisseminator 
aggrieved by any final decision of a CQ network's Participants may 
petition the SEC for review of the decision in accordance with the Act 
and the rules and regulations of the SEC thereunder.

[[Page 67825]]

    (c) Subscriber terminations. A network's administrator may 
determine that circumstances warrant directing a data redisseminator to 
cease providing [that CQ network's quotation information] consolidated 
market data to a subscriber. Except as specifically authorized by the 
CQ network's Participants, the network's administrator shall, after 
making that determination, refer the matter to the CQ network's 
Participants for final decision before any action is taken. The CQ 
network's Participants may direct the data redisseminator to cease 
providing [the CQ network's quotation information] consolidated market 
data to the subscriber if a majority of those Participants determine 
that (i) such action is necessary or appropriate in the public interest 
or for the protection of investors, or (ii) the subscriber has breached 
any agreement required by the network's administrator pursuant to this 
Section VII. Any person aggrieved by any such final decision of the CQ 
network's Participants may petition the SEC for review of that decision 
in accordance with the Act and the rules and regulations of the SEC 
thereunder.
    (d) Contracts subject to Act. The Consolidated Vendor Form, the 
Subscriber Addendum, the Consolidated Subscriber Form and any other 
agreement or addendum that a network's administrator requires pursuant 
to Section VII(a) shall by their terms be subject at all times to 
applicable provisions of the Act and the rules and regulations 
thereunder and shall subject vendor services to those provisions, rules 
and regulations.
    (e) Market tests. Notwithstanding the provisions of Section VII(a) 
regarding the form of, and necessity for, agreements with recipients of 
quotation information and the provisions of Section IX(b) regarding the 
amount and incidence of charges, and the establishment and amendment of 
charges, a network's administrator, acting with the concurrence of a 
majority of the CQ network's Participants, may enter into arrangements 
of limited duration, geography and scope with vendors and other persons 
for pilot test operations designed to develop, or to permit the 
development of, new quotation information services and uses under terms 
and conditions other than those specified in Sections VII(a)-(d) and 
IX(b). Without limiting the generality of the foregoing, any such 
arrangements may dispense with agreements with, and collection of 
charges from, customers of such vendors or other persons. Any such 
arrangement shall afford the CQ network's Participants an opportunity 
to receive market research obtained from the pilot test operations and/
or to participate in the pilot test operations. The network's 
administrator shall promptly report to the Operating Committee and the 
SEC about the commencement of each such arrangement and, upon its 
conclusion, any market research obtained from the pilot test 
operations.
    (f) Performance of contract functions. This Section VII requires 
AMEX, as the CQ Network B administrator, to enter into arrangements on 
behalf of the Network B Participants so as to authorize vendors and 
other persons to receive and use CQ Network B quotation information for 
the purposes of assorted services. NYSE shall perform in place of AMEX 
such of the execution, administration and maintenance functions 
relating to those arrangements (other than arrangements with 
subscribers) as NYSE and AMEX may from time to time agree in the 
interest of administrative efficiency.

VIII. Operational Matters

    (a) Regulatory and Operational Halts. Section XI(a) of the CTA Plan 
(``Regulatory Halts and Operational Halts'') governs regulatory and 
operational halts. The provisions of Section XI(a) of the CTA Plan 
shall apply to the Participants under this CQ Plan in the same manner, 
and with the same force and effect, as they apply to the Participants 
under the CTA Plan.
    (b) Hours of operation. The Processor shall receive and make 
available quotation information pursuant to this CQ Plan between 9:00 
a.m. and 6:30 p.m., eastern time, Monday through Friday (or during such 
other period on those days as the Operating Committee, by affirmative 
vote of all its members, may specify) while one or more Participants is 
open for trading. In addition, the Processor shall receive and make 
available quotation information pursuant to this CQ Plan during any 
other period (an ``additional period'') during which any one or more 
Participants wish to furnish quotation information to the Processor, 
provided that such Participant or Participants have agreed to pay all 
costs and expenses which would not have been incurred by the Processor 
had it not made the quotation information available during such 
additional period (``additional period costs and expenses''). 
Additional period costs and expenses shall include the cost of 
operating during the additional period to which such costs and expenses 
are attributable to that portion of the equipment associated with 
making quotation information available as is utilized for such 
purposes.

IX. Financial Matters

    (a) Sharing of Income and Expenses. Each CQ Network's Participants 
shall share in the income and expenses associated with the making 
available of that CQ Network's quotation information in accordance with 
the provisions of this Section IX. Except as otherwise indicated, each 
income, expense and cost item, and each formula therefor described in 
this Section IX, applies separately to each of the two CQ networks and 
its respective Participants. The ``Annual Share'' of any Participant 
furnishing a CQ network's quotation information to the Processor, and 
the ``Gross Income'' and ``Operating Expenses'' for each CQ network (as 
defined in subsections (b) and (c), respectively, of this Section IX), 
shall be determined for each calendar year and shall be determined as 
of the end of each such calendar year.
    (i) Annual Share. For the purposes of this CQ Plan, the ``Annual 
Share'' of any Participant furnishing CQ Network A quotation 
information or CQ Network B quotation information to the Processor for 
any calendar year shall be the same as the Participant's ``Annual 
Share'' as calculated pursuant to Section XI(a)(i) of the CTA Plan.
    (ii) Net Income. Each CQ network's Operating Expenses attributable 
to any calendar year (as defined in Section IX(c)) shall be deducted 
from that CQ network's Gross Income attributable to that calendar year 
(as defined in Section IX(b)). The balance after such deduction shall 
be such CQ network's ``Net Income'' attributable to such calendar year.
    (iii) Allocation to Participants. A CQ network's Net Income, if 
any, attributable to each calendar year, whether a positive (above 
zero) amount or a negative (below zero) amount, shall be allocated 
among all such CQ network's Participants according to their respective 
Annual Shares as determined for that calendar year.
    (iv) Payments. As soon as reasonably complete income and expense 
figures are available for each calendar quarter, each network's 
administrator shall (A) determine the cumulative year-to-date Net 
Income for its CQ network as at the end of such quarter (the ``current 
Net Income'') and (B) distribute in accordance with Section IX(a)(iii) 
that portion of the current Net Income (if any) as has not theretofore 
been distributed. Following the availability of audited financial 
statements for each calendar year, each network's administrator shall 
(1) calculate the

[[Page 67826]]

difference (if any) between its CQ network's actual Net Income for the 
calendar year and the sum of the amount distributed pursuant to the 
preceding sentence and (2) distribute such difference in accordance 
with Section IX(a)(iii). In the case of any negative (below zero) 
amount of Net Income (i.e., a deficit), each Participant in the 
affected CQ network shall pay, promptly following billing therefor, its 
Annual Share thereof.
    (v) Recordkeeping and reporting. Each network's administrator with 
respect to its CQ network, shall maintain appropriate records 
reflecting all components of, and exclusions from, (A) Gross Income (as 
referred to in Section IX(b)) and (B) Operating Expenses (as referred 
to in Section IX(c)). Each network's administrator with respect to its 
CQ network, and the independent public accountants referred to below 
shall furnish any such information and/or documentation reasonably 
requested in writing by a majority of that network's Participants 
(other than such network's administrator) in support of or relating to 
any of the computations to which this Section IX refers. All revenues, 
expenses, computations, allocations and payments with respect to either 
CQ network referred to in or required by this Section IX shall be 
reported annually to that CQ network's Participants by a firm of 
independent public accountants (which may be the firm regularly 
employed by that network's administrator). In reporting a CQ network's 
expenses, the accountants shall report only the Annual Fixed Payment 
and Extraordinary Expenses, as defined in Section IX(c)(i). Such 
accountants shall render their opinion that all such revenues, 
expenses, computations, allocations and payments have been reported in 
accordance with the understanding expressed in this Section IX. A copy 
of each such report shall also be furnished to the SEC for its 
information.
    (b) Gross Income.
    (i) Determination of Gross Income. Each CQ network's ``Gross 
Income'' attributable to any calendar year means all revenues received 
by that network's administrator on behalf of all of that CQ network's 
Participants on account of all charges payable pursuant to this CQ Plan 
and attributable to that calendar year, including the high speed line 
fee revenues allocated to the networks pursuant to Section IX(b)(v). 
For the purpose of determining the Gross Income attributable to any 
calendar year with respect to each CQ network, there shall be deducted, 
and allocated to that network's administrator, from the CQ network's 
revenues attributable to that calendar year and received by such 
network's administrator, an amount which equals the product of those 
revenues and that CQ network's ``bond allocation fraction''. A CQ 
network's ``bond allocation fraction'' is a fraction, the numerator of 
which shall be the total number of transactions in bonds on such 
network's administrator during that calendar year and the denominator 
of which shall be the sum of the total number of transactions in bonds 
on such network's administrator during such calendar year and the total 
number of transactions in that CQ network's Eligible Securities on that 
network's administrator during that calendar year.
    (ii) Charges generally. Charges under this CQ Plan shall be 
designed to achieve a revenue structure which prevents abrupt 
dislocations and avoids precipitous rate increases to recipients of 
quotation information. Such charges as from time to time in effect are 
shown on the Schedule of Market Data Charges attached to the CTA Plan 
as Exhibit E. References in this CQ Plan to ``Exhibit E'' refer to 
``Exhibit E to the CTA Plan,'' as that exhibit is from time to time in 
effect.''
    (iii) Establishing and amending charges. Charges for the receipt 
and use of quotation information may be set at a level other than that 
provided for in Section IX(b)(ii) only by an amendment to this CQ Plan 
appropriately revising Exhibit E that is approved by affirmative vote 
of that number of members of the Operating Committee as represents two-
thirds of the total number of members of the Operating Committee. Any 
other additions, deletions or modifications to any charges under this 
CQ Plan shall be effected by an amendment to this CQ Plan appropriately 
revising Exhibit E that is approved by affirmative vote of two-thirds 
of all the members of the Operating Committee. Any amendment adopted 
pursuant to the two preceding sentences shall be executed on behalf of 
each Participant that appointed a member of the Operating Committee who 
approves such amendment and shall be filed with the SEC. Any other 
additions, deletions or modifications to any method of calculation of 
any charges under this CQ Plan shall be made only by amendment to this 
CQ Plan adopted and filed with the SEC as provided in Section IV(c) 
hereof. However, charges imposed by the pilot test arrangements that 
Section VII(e) permits do not constitute an amendment or modification 
of the charges set forth in Exhibit E and do not require an amendment 
to this CQ Plan or the CTA Plan.
    (iv) Charges to Participants. The Participants are not exempt from 
the charges that are set forth in this CQ Plan and each shall pay such 
of those charges as may be applicable to it.
    (v) Combined CQ Network A and CQ Network B charges. Insofar as the 
CQ Network A Participants and the CQ Network B Participants impose 
jointly a combined charge for the receipt of direct and/or indirect 
access to the high speed line, the revenues that they receive from any 
such charge shall be allocated between CQ Network A and CQ Network B in 
accordance with the networks' ``Relative Message Usage Percentages''. 
The network's administrators shall direct the Processor to calculate 
the allocation on a monthly basis. NYSE, in its role as high speed line 
access administrator, shall collect any such combined high speed line 
access charge and shall distribute to the CQ Network B administrator 
the amount allocated to CQ Network B on a quarterly basis, as soon as 
the allocation calculations become available for a calendar quarter.
    ``Relative message usage percentage'' means, as to each CQ network, 
a percentage equal to (A) the number of that network's messages that 
the network's Participants report over the high speed line for a month 
divided by (B) the sum of the number of both networks' messages that 
both networks' Participants report over the high speed line for that 
month.
    For example, a month's relative message usage percentage for CQ 
Network A would be calculated as follows:
[GRAPHIC] [TIFF OMITTED] TN29NO21.001

where:

``A'' represents the number of messages that the CQ Network A 
Participants

[[Page 67827]]

disseminate over CQ Network A pursuant to the CQ Plan during that 
month; and
``B'' represents the number of messages that the CQ Network B 
Participants disseminate over CQ Network B pursuant to the CQ Plan 
during that month.

    For the purpose of this calculation, ``message'' includes any 
message that a Participant disseminates over the Consolidated Quotation 
System, including, but not limited to, quotations relating to Eligible 
Securities or concurrent use securities, administrative messages, index 
messages, corrections, cancellations and error messages.
    (vi) Combined CTA and CQ subscriber charges.
    (A) Network A subscriber charges. The CQ Network A Participants may 
establish jointly with the ``CTA Network A Participants'' (as the CTA 
Plan defines that term) one or more combined charges for the receipt of 
last sale price information and quotation information. In that event, 
(1) the financial results relating to the dissemination of ``CTA 
Network A last sale price information'' (as the CTA Plan uses that 
term) and the CQ Network A financial results shall be determined and 
reported on a combined basis and (2) this Section IX(b)(v) shall 
supersede any inconsistent provision of this CQ Plan. For these 
purposes, the combined net income of CTA/CQ Network A shall be defined 
as Section XI(b)(v)(A) of the CTA Plan defines it.
    The combined CTA/CQ Network A net income attributable to each 
calendar year shall be distributed among the CTA/CQ according to their 
respective Annual Shares.
    (B) Network B nonprofessional subscriber charges. The CQ Network B 
Participants may establish jointly with the ``Network B Participants'' 
(as the CTA Plan defines that term) one or more combined charges for 
the receipt of quotation information and last sale price information by 
nonprofessional subscribers. Twenty-five percent of the revenues 
collected from those combined charges shall be allocated to the CQ 
Network B Participants and the remaining 75 percent of those revenues 
shall be allocated to the Network B Participants under the CTA Plan.
    (c) Operating Expenses.
    (i) Determination of Operating Expenses. Each CQ network's 
``Operating Expenses'' attributable to any calendar year means:
    (Y) the network's ``Annual Fixed Payment'' for that Year; plus
    (Z) ``Extraordinary Expenses.''
    A network's Annual Fixed Payment shall compensate that network's 
administrator for its services as the CQ network administrator under 
this CQ Plan and as the network's administrator for the corresponding 
network under the CTA Plan.
    For Network A, the ``Annual Fixed Payment'' commenced with calendar 
year 2008. For calendar year 2008, the ``Annual Fixed Payment'' for 
Network A was $6 million dollars. For Network B, the ``Annual Fixed 
Payment'' commenced with calendar year 2009. For calendar year 2009, 
the ``Annual Fixed Payment'' for Network B was $3 million dollars.
    For each subsequent calendar year, a network's Annual Fixed Payment 
shall increase (but not decrease) by the percentage increase (if any) 
in the annual cost-of-living adjustment (``COLA'') that the U.S. Social 
Security Administration applies to Supplemental Security Income for the 
calendar year preceding that subsequent calendar year, subject to a 
maximum annual increase of five percent. For example, if the Social 
Security Administration's cost-of-living adjustment had been three 
percent for calendar year 2008, then the Annual Fixed Payment for CQ 
Network A and CTA Network A for calendar year 2009 would have increased 
by three percent to $6,180,000.
    Every two years, each network's administrator will provide a report 
highlighting any significant changes to that network's administrative 
expenses under this CQ Plan and the CTA Plan during the preceding two 
years, and the Participants will review each network's Annual Fixed 
Payment and determine by majority vote whether to continue it at its 
then current level.
    On a quarterly basis, each network's administrator shall deduct 
one-quarter of each calendar year's Annual Fixed Payment from the 
aggregate of that CQ network's Gross Income and the ``Gross Income'' of 
the corresponding network under the CTA Plan, before determining that 
quarter's distributable ``Net Income'' under this CQ Plan and the CTA 
Plan. If a Participant's share of Net Income for either network for any 
calendar year (including the Net Income for the corresponding network 
under the CTA Plan) is less than its pro rata share of the Annual Fixed 
Payment for that calendar year, the Participant shall be responsible 
for the difference.
    A CQ network's ``Extraordinary Expenses'' include that portion of 
the CQ network's legal and audit expenses and marketing and consulting 
fees that are outside of the ordinary and customary functions that a 
network administrator performs. For instance, Extraordinary Expenses 
would include such things as legal fees related to prosecution of a 
legal proceeding against a vendor that fails to pay applicable charges 
and fees relating to a marketing campaign that Participants determine 
to undertake to popularize stock trading.
    (ii) Litigation costs. A CQ Network's Operating Expenses shall not 
include any cost or expense incurred by any Participant (except those 
incurred by a Participant acting in the capacity of a network's 
administrator on behalf of that network's Participants) as the result 
of, or in connection with, its defense of any claim, suit or proceeding 
against the Operating Committee, the Processor, this CQ Plan or any one 
or more Participants, relating to this CQ Plan or the reception, 
processing and making available of that CQ network's quotation 
information as contemplated by this CQ Plan, and all such costs and 
expenses incurred by any such Participant shall be borne by such 
Participant without contribution or reimbursement; provided, however, 
that nothing herein shall affect or impair any right of indemnification 
included in any contract referred to in Section V(b) hereof.
    (iii) Collection costs. Except as otherwise provided in this 
Section IX(c), each Participant shall be responsible for paying the 
full cost and expense (without any reimbursement or sharing) incurred 
by it in collecting and furnishing to the Processor in New York City 
quotation information relating to Eligible Securities or associated 
with its market surveillance function.

X. Concurrent Use of Facilities

    (a) Scope of concurrent use. Any Participant may agree with the 
Processor to use the high speed line for the purpose of disseminating 
``concurrent use information''. ``Concurrent use information'' means 
bids, offers and related information relating to (i) listed equity 
securities (other than Eligible Securities) and (ii) bonds that are 
listed, or admitted to trading, on an exchange Participant 
(``concurrent use securities'').
    (b) Processing privileges and conditions. To the extent a 
Participant disseminates concurrent use information, the Participant 
shall do so subject to the same contractual obligations that the 
contracts described in Section V(b) impose on the Participants. The 
Processor will provide any one or more of the same collection, 
processing, validation and dissemination functions that the Processor 
provides in respect of quotation information relating to Eligible 
Securities, and related information, including inclusion of that

[[Page 67828]]

information in the quotation information data base that the Processor 
maintains. The reporting of quotation information relating to 
concurrent use securities to the Processor and the sequencing and 
dissemination of concurrent use information by the Processor as herein 
provided shall be subject to the same terms and conditions as those 
applicable to the reporting and dissemination of quotation information 
relating to Eligible Securities, including compliance with tape format 
and technical specifications.
    (c) Primacy of Eligible Securities. The collection, processing, 
validation and transmission of concurrent use information by the 
Processor may in no way or manner interfere with the implementation of, 
operations under, and rights and obligations created by this CQ Plan in 
respect of quotation information relating to Eligible Securities and 
contracts made, and the exercise of authority delegated, pursuant 
thereto. To the extent deemed necessary or appropriate, the Operating 
Committee shall develop procedures to avoid, insofar as possible, any 
interference with the orderly reporting and transmission of quotation 
information relating to Eligible Securities resulting from the 
reporting and transmission of concurrent use information.
    (d) Revenue sharing. The dissemination of concurrent use 
information shall have no impact on, and be wholly independent of, the 
revenue sharing provisions of Section IX and the computations 
thereunder. Except as Section IX(b)(i) otherwise provides in respect of 
bonds traded on a network's administrator, transactions in concurrent 
use securities shall not be taken into consideration in connection with 
any computations made pursuant to Section IX, which computations are 
based on the number of reported last sale prices in Eligible 
Securities.
    (e) Costs. The Processor shall maintain records relating to the 
Processor's receipt, storage, processing, validating and transmission 
of concurrent use information, and each Participant that makes 
concurrent use information available shall pay directly to the 
Processor such appropriate costs as the Processor may determine from 
time to time in respect of providing concurrent use facilities. The 
Processor shall provide each such Participant with periodic reports 
including, among other things, the volume of activity processed 
pursuant to the Participant's distribution of concurrent use 
information.
    (f) Service and administrative requirements. The Participant(s) 
that make a category of concurrent use information available will allow 
vendors to use that information for the purposes of concurrent use 
information services, subject to the same contract and other 
requirements as apply in respect of services that use information 
relating to Eligible Securities, as set forth in Section VII. However, 
if one or more Participants impose a charge in respect of concurrent 
use information that is separate and apart from the charges that the 
Participants impose in respect of Eligible Securities services, the 
Operating Committee will not be responsible for collecting the charge, 
for administering vendor and subscriber contracts, and for otherwise 
performing administrative functions, relating to the separate service, 
except as a network's administrator may otherwise agree in writing.
    (g) Indemnification for concurrent use.
    (i) Any Participant that makes concurrent use of the high speed 
line (an ``Indemnifying User'') thereby undertakes to indemnify and 
hold harmless the Operating Committee, each member of the Operating 
Committee, each other Participant, the Processor, each of their 
respective affiliates, directors, officers, employees and agents, and 
each director, officer and employee of each such affiliate and agent 
(collectively, the ``Indemnified Persons'') from and against any suit 
or other proceeding at law or in equity, claim, liability, loss, cost, 
damage or expense (including reasonable attorneys' fees) incurred by or 
threatened against any Indemnified Person
    (A) arising from or in connection with such concurrent use; and
    (B) without limiting the generality of clause (A), pertaining to 
the timeliness, sequence, accuracy or completeness of the information 
disseminated through such concurrent use.
    (ii) Each Indemnified Person shall give prompt written notice of 
any claim, or of any other manifestation by any person of an intention 
to assert a claim, against the Indemnified Person that may give rise to 
a claim for indemnification under this Section X (a ``Claim Notice''). 
An omission to so notify the Indemnifying User will not relieve the 
Indemnifying User from any liability that it may have to the 
Indemnified Person otherwise than under this Section X(g).
    (iii) Thereafter, the Indemnifying User may notify the Indemnified 
Person in writing that the Indemnifying User intends, at its sole cost 
and expense and through counsel of its choice, to assume the defense of 
the matter (an ``Intervention Notice'') and the Indemnifying User may 
thereafter so assume the defense. In that case, (A) the Indemnified 
Person shall take all appropriate action to permit and authorize the 
Indemnifying User fully to assume the defense, (B) the Indemnifying 
User shall keep the Indemnified Person fully apprised at all times as 
to the status of the defense, and (C) the Indemnified Person may, at no 
cost or expense to the Indemnifying User, (1) participate in the 
defense through counsel of his or its choice insofar as participation 
does not impair the Indemnifying User's control of the defense and (2) 
retain, assume or reassume sole control over every aspect of the 
defense that he or it reasonably believes is not the subject of the 
indemnification provided for in this Section X(g).
    (iv) Until both (A) the Indemnifying User receives an Intervention 
Notice and (B) the Indemnifying User assumes the defense, the 
Indemnified Person may, at any time after ten days from the giving of 
the Claim Notice, (i) resist the claim or (ii) after consulting with, 
and obtaining the consent of, the Indemnifying User, settle, otherwise 
compromise or pay the claim. In that case, (A) the Indemnifying User 
shall pay all costs of the Indemnified Person arising out of the 
defense and of any settlement, compromise or payment and (B) the 
Indemnified Person shall keep the Indemnifying User apprised at all 
times as to the status of the defense.
    (v) Following indemnification as provided for in this Section X(g), 
the Indemnifying User shall be subrogated to all rights of the 
Indemnified Person with respect to the matter for which indemnification 
has been made to all third parties.
    (vi) An ``affiliate'' of any person includes any other person 
controlling, controlled by or under common control with such person.

XI. Miscellaneous

    (a) Withdrawal. Any Participant, after becoming exempted from, or 
otherwise ceasing to be subject to, the Rule or arranging to comply 
with the Rule in some manner other than through participation in this 
CQ Plan, may withdraw from this CQ Plan at any time on not less than 
sixty days' written notice to the Processor and each other Participant; 
provided, however, that such withdrawing Participant shall remain 
liable for, and shall pay upon demand, all amounts payable by it (i) in 
respect of its activities prior to the withdrawal under this CQ Plan,

[[Page 67829]]

including those incurred pursuant to Section IX, and (ii) pursuant to 
the indemnification obligations imposed by the contract(s) with the 
Processor to which Section V(b) refers.
    (b) Counterparts. This CQ Plan may be executed by the Participants 
in any number of counterparts, no one of which need contain all of the 
signatures of all Participants, and as many of such counterparts as 
shall together contain all of such signatures shall constitute one and 
the same instrument.
    (c) Governing Law. This CQ Plan shall be governed by, and 
interpreted in accordance with, the laws of the State of New York.
    (d) Effective Dates. This CQ Plan, and any contracts and 
resolutions made pursuant thereto, shall be effective as to any 
Participant when such plan has been approved by the Board of Directors 
of such Participant, executed on its behalf and approved by the SEC, 
and such Participant has commenced furnishing quotation information 
pursuant thereto.
    (e) Section headings. The headings used in this CQ Plan are 
intended for reference only. They are not intended and shall not be 
construed to be a substantive part of this CQ Plan.

[FR Doc. 2021-25745 Filed 11-26-21; 8:45 am]
BILLING CODE 8011-01-P