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.

    (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.

    [(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

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

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

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

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

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.

    (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

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

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

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,

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


U.S. DEPARTMENT OF TRANSPORTATION

NATIONAL HIGHWAY TRAFFIC SAFETY ADMINISTRATION

1200 NEW JERSEY AVENUE SE.

WASHINGTON DC, 20590	UNITED STATES ENVIRONMENTAL PROTECTION AGENCY

OFFICE OF AIR AND RADIATION

NATIONAL VEHICLE AND FUEL EMISSIONS LABORATORY

2000 TRAVERWOOD DRIVE

ANN ARBOR, MI  48105-2498

July 18, 2016

MEMORANDUM

SUBJECT:	Evaluation of Weight Reduction Distribution in Response to
Public Comments from Wabash National Corporation

FROM:	Jessica Brakora, Engineer, Assessment and Standards Division

Office of Transportation and Air Quality

TO:	Greenhouse Gas Emissions Standards and Fuel Efficiency Standards for
Medium- and Heavy-Duty Engines and Vehicles - Phase 2 - Dockets
NHTSA-2014-0132 and EPA-HQ-OAR-2014-0827

The agencies received public comments from Wabash National Corporation
(Wabash) requesting that we remove the distribution of weight reduction
applied in GEM.  For tractors and trailers, GEM assigns 1/3 of any
weight reduction applied to increase the payload and the remaining 2/3
reduce the overall vehicle weight.  The agencies apply this strategy to
account for the nearly 1/3 of tractor-trailers that reach their weight
limit before they reach the volume capacity of their trailer
(weigh-out).  Wabash interpreted this strategy as a penalty, noting that
the full weight reduction is not being applied to the vehicle and the
model would not predict sufficient benefit.  However, the standards
adopted in this rulemaking account for payload (i.e., g CO2/ton-mi and
gallons/1000 ton-mi) and this memo demonstrates that this weight
reduction distribution will not negatively impact the results from the
model, and in some cases will even provide an additional benefit versus
simply reducing the overall vehicle weight.

The agencies used GEM to evaluate a long dry van (LDV) and a short dry
van (SDV).  For each trailer, we simulated a baseline case with no
weight reduction, and three cases with increasing weight reduction:  200
lb, 500 lb, and 1000 lb.  The first simulation used the standard weight
reduction strategy that applies 1/3 of the weight reduction to increased
payload.  The second simulation applied 100% of the weight reduction to
reducing the vehicle weight.    REF _Ref455670211 \h  Figure 1  and
REF _Ref455670213 \h  Figure 2  show the results of these simulations.
It can be seen in   REF _Ref455670211 \h  Figure 1  that the strategies
are very similar for long vans.  However, short trailers are more
sensitive to weight reduction, because their overall vehicle weight is
much lower than the long trailers.  As shown in   REF _Ref455670213 \h
Figure 2 , fully applying the weight reduction to reducing the vehicle
weight results in a higher (worse) CO2 result for short vans.

Figure   SEQ Figure \* ARABIC  1   Comparison of weight reduction
strategies for a long dry van simulated in GEM

Figure   SEQ Figure \* ARABIC  2   Comparison of weight reduction
strategies for a short dry van simulated in GEM

While exclusively reducing overall vehicle weight does reduce CO2
(comparing the 0 lb and 1000 lb weight reductions), we note that
applying additional payload (adding more to the denominator) also
decreases the result.  For short trailers, adding to the payload is more
effective and a difference is seen with a relatively small weight
reduction of 200 lb.  Long dry vans would likely need much higher weight
reduction values before the increased payload causes a distinct
difference between the two strategies.

Attachment:
MemoAttachment_TrailerWeightReductionDistribution_Wabash.xlsx

Evaluation of Weight Reduction Distribution in Response to Public
Comments, Page   PAGE  2  of   NUMPAGES   2