[Federal Register Volume 76, Number 203 (Thursday, October 20, 2011)]
[Notices]
[Pages 65247-65255]
[FR Doc No: 2011-27195]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65566; File No. SR-ISE-2011-69]

Self-Regulatory Organizations; International Securities Exchange,
LLC; Notice of Filing of Proposed Rule Change Relating to a Corporate
Transaction in which Its Indirect Parent, Deutsche B[ouml]rse AG, Will
Become a Wholly Owned Subsidiary of Alpha Beta Netherlands Holding N.V.

October 14, 2011.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Exchange Act''), and Rule 19b-4 thereunder,\2\ notice is
hereby given that on October 12, 2011, International Securities
Exchange, LLC (the ``Exchange'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I and II below, which Items have been prepared substantially
by the Exchange. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

A. Overview of the Proposed Combination

    The Exchange, a Delaware limited liability company, registered
national securities exchange and self-regulatory organization, is
submitting this rule filing (the ``Proposed Rule Change'') to the
Commission in connection with the proposed business combination (the
``Combination'') of NYSE Euronext, a Delaware corporation, and Deutsche
B[ouml]rse AG, an Aktiengesellschaft organized under the laws of the
Federal Republic of Germany (``Deutsche B[ouml]rse'').
    NYSE Euronext owns 100% of the equity interest of NYSE Group, Inc.,
a Delaware corporation (``NYSE Group''), which in turn directly or
indirectly owns (1) 100% of the equity interest of three registered
national securities exchanges and self-regulatory organizations
(together, the ``NYSE Exchanges'')--the New York Stock Exchange, LLC
(``NYSE''), NYSE Arca, Inc. (``NYSE Arca'') and NYSE Amex LLC (``NYSE
Amex'')--and (2) 100% of the equity interest of NYSE Market, Inc.
(``NYSE Market''), NYSE Regulation, Inc. (``NYSE Regulation''), NYSE
Arca L.L.C. (``NYSE Arca LLC'') and NYSE Arca Equities, Inc. (``NYSE
Arca Equities'') (the NYSE Exchanges, together with NYSE Market, NYSE
Regulation, NYSE Arca LLC and NYSE Arca Equities, the ``NYSE U.S.
Regulated Subsidiaries'' and each, a ``NYSE U.S. Regulated
Subsidiary''). NYSE, NYSE Arca and NYSE Amex will be separately filing
a proposed rule change in connection with the Combination.
    Deutsche B[ouml]rse indirectly owns 50% of the equity interest of
International Securities Exchange Holdings, Inc. (``ISE Holdings''),
which in turn holds 100% of the equity interest of the Exchange. ISE
Holdings also holds 31.54% of the equity interest of Direct Edge
Holdings, LLC (``Direct Edge Holdings''), which in turn indirectly
holds 100% of the equity interest of two registered national securities
exchanges and self-regulatory organizations--EDGA Exchange, Inc.
(``EDGA'') and EDGX Exchange, Inc. (``EDGX'') (each of the Exchange,
EDGA and EDGX, a ``DB Exchange'' and a ``DB U.S. Regulated Subsidiary''
and together, the ``DB Exchanges'' and the ``DB U.S. Regulated
Subsidiaries''). EDGA and EDGX will be separately filing a proposed
rule change in connection with the Combination that will be the
substantially the same as the Proposed Rule Change.
    If the Combination is completed, the businesses of NYSE Euronext
and Deutsche B[ouml]rse, including the NYSE U.S. Regulated Subsidiaries
and the DB U.S. Regulated Subsidiaries (together, the ``U.S. Regulated
Subsidiaries'' and each, a ``U.S. Regulated Subsidiary''), will be held
under a single, publicly traded holding company organized under the
laws of the Netherlands (``Holdco'').\3\ The Proposed Rule Change, if
approved by the Commission, will not be operative until the
consummation of the Combination.
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    \3\ Holdco is currently named ``Alpha Beta Netherlands Holding
N.V.,'' but it is expected that Holdco will be renamed prior to the
completion of the Combination to a name agreed between NYSE Euronext
and Deutsche B[ouml]rse.
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B. Summary of Proposed Rule Change

    The Exchange is proposing that, pursuant to the Combination, its
indirect parent, Deutsche B[ouml]rse, will become a wholly owned
subsidiary of Holdco. In addition, the Exchange is proposing that, in
connection with the Combination, the Commission approve certain
amendments to the organizational and other governance documents of
Holdco and ISE Holdings. The Proposed Rule Change is summarized as
follows:
     Proposed Approval of Waiver of Ownership and Voting
Restrictions of ISE Holdings. The Amended and Restated Certificate of
Incorporation of ISE Holdings (the ``ISE Holdings Certificate'')
currently restricts any person, either alone or together with its
related persons, from having voting control over more than 20% of the
outstanding capital stock of ISE Holdings and from owning of record or
beneficially more than 40% of the outstanding capital stock of ISE
Holdings (or in the case of any Exchange member, acting alone or
together with its related persons, from owning of record or
beneficially more than 20% of the outstanding capital stock of ISE
Holdings).\4\ If a person were to obtain a voting or ownership interest
in excess of the voting or ownership restrictions without obtaining the
approval of the Commission, the shares of ISE Holdings would
automatically transfer to a statutory trust established under and
pursuant to the provisions of the Delaware Statutory Trust Act, 12 Del.
C. Sec. Sec.  3801 et seq. (``ISE Trust''). The ISE Holdings
Certificate and the Amended and Restated Bylaws of ISE Holdings (the
``ISE Holdings Bylaws'') provide that the board of directors of ISE
Holdings may waive these voting and ownership restrictions in an
amendment to the ISE Holdings Bylaws if it makes certain findings and
the amendment to the ISE Holdings Bylaws has been filed with, and
approved by, the Commission under Section 19(b) of the Exchange Act.\5\
Acting pursuant to this waiver provision, the board of directors of ISE
Holdings has approved the amendment

to the ISE Holdings Bylaws set forth in Exhibit 5A (the ``ISE Holdings
Bylaws Amendment'') in order to permit Holdco to indirectly own 50% of
the outstanding common stock of ISE Holdings as of and after the
Combination. The Exchange is requesting approval by the Commission of
the ISE Holdings Bylaws Amendment in order to allow the Combination to
take place.
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    \4\ See Amended and Restated Certificate of Incorporation of ISE
Holdings, Article FOURTH, Section III.
    \5\ 15 U.S.C. 78s(b).
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    Under the Proposed Rule Change, Holdco would take appropriate steps
to incorporate voting and ownership restrictions, requirements relating
to submission to jurisdiction, access to books and records and other
requirements related to its control of the U.S. Regulated Subsidiaries.
Specifically, the Articles of Association of Holdco in effect as of the
completion of the Combination (the ``Holdco Articles'') would contain
provisions \6\ to incorporate these concepts with respect to itself, as
well as its directors, officers, employees and agents (as applicable):
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    \6\ The text of the proposed Holdco Articles is attached to the
Proposed Rule Change as Exhibit 5B.
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     Voting and Ownership Restrictions in the Holdco Articles.
The Holdco Articles would contain voting and ownership restrictions
that will restrict any person, either alone or together with its
related persons, from having voting control over Holdco shares
entitling the holder thereof to cast more than 20% of the then
outstanding votes entitled to be cast on a matter or beneficially
owning Holdco shares representing more than 40% of the outstanding
votes entitled to be cast on a matter (except that a 20% ownership
restriction would apply to any person who is a Member of NYSE \7\ (a
``NYSE Member''), a Member \8\ of NYSE Amex (including any person who
is a related person of such member, an ``Amex Member''), an ETP Holder
of NYSE Arca Equities \9\ (an ``ETP Holder'') an OTP Holder or OTP Firm
of NYSE Arca \10\ (an ``OTP Holder'' and ``OTP Firm,'' respectively), a
Member (as such term is defined in Section 3(a)(3)(A) of the Exchange
Act) of ISE (an ``ISE Member''), or a member of EDGA or EDGX (as such
terms are defined in the rules of EDGA and EDGX, respectively, an
``EDGA Member'' and ``EDGX Member,'' respectively)). The Holdco
Articles would provide that Holdco will be required to disregard any
votes purported to be cast in excess of the voting restriction. In the
event that any such person(s) exceeds the ownership restriction, it
will be required to offer for sale and transfer the number of Holdco
shares required to comply with the ownership restriction, and the
rights to vote, attend general meetings of Holdco shareholders and
receive dividends or other distributions attached to shares held in
excess of the 40% threshold (or 20% threshold, if applicable) will be
suspended for so long as such threshold is exceeded. If such person(s)
fails to comply with the transfer obligation within two weeks, then the
Holdco Articles would provide that Holdco will be irrevocably
authorized to take actions on behalf of such person(s) in order to
cause it to comply with such obligations. The Holdco board of directors
may waive the voting and ownership restrictions if it makes certain
determinations (which will be subject to the same requirements which
are currently required to be made by the board of directors of NYSE
Euronext and ISE Holdings in order to waive the voting and ownership
restrictions in the current NYSE Euronext Certificate and the ISE
Holdings Certificate, as applicable) and resolves to expressly permit
the voting and ownership that is subject to such restrictions, and such
resolutions have been filed with, and approved by, the Commission under
Section 19(b) of the Exchange Act and filed with, and approved by, the
relevant European Regulators \11\ having appropriate jurisdiction and
authority.
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    \7\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 34.3(c).
    \8\ See id.
    \9\ See id.
    \10\ See id.
    \11\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 1.1.
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     Jurisdiction. The Holdco Articles will provide that Holdco
and its directors, and to the extent they are involved in the
activities of the U.S. Regulated Subsidiaries, (x) Holdco's officers,
and (y) those of its employees whose principal place of business and
residence is outside the United States, will be deemed to irrevocably
submit to the jurisdiction of the U.S. federal courts and the
Commission for the purposes of any suit, action or proceeding pursuant
to the U.S. federal securities laws and the rules or regulations
thereunder, arising out of, or relating to, the activities of the U.S.
Regulated Subsidiaries. In addition, the Holdco Articles would provide
that so long as Holdco directly or indirectly controls any U.S.
Regulated Subsidiary, the directors, officers and employees will be
deemed to be directors, officers and employees of such U.S. Regulated
Subsidiaries for purposes of, and subject to oversight pursuant to, the
Exchange Act. The Holdco Articles would provide that Holdco will take
reasonable steps necessary to cause its officers, directors and
employees, prior to accepting a position as an officer, director or
employee, as applicable, to agree and consent in writing to the
applicability to them of these jurisdictional and oversight provisions
with respect to their activities related to any U.S. Regulated
Subsidiary. Furthermore, the Holdco Articles would provide that no
person may be a director of Holdco unless he or she has agreed and
consented in writing to the applicability to him or her of these
jurisdictional and oversight provisions with respect to his or her
activities related to any U.S. Regulated Subsidiary. Holdco would sign
an irrevocable agreement and consent for the benefit of each U.S.
Regulated Subsidiary \12\ that it will comply with these provisions of
the Holdco Articles.
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    \12\ The form of Holdco's agreement and consent is attached as
Exhibit 5C to this Proposed Rule Change.
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     Books and Records. The Holdco Articles would provide that
for so long as Holdco directly or indirectly controls any U.S.
Regulated Subsidiary, the books, records and premises of Holdco will be
deemed to be the books, records and premises of such U.S. Regulated
Subsidiaries for purposes of, and subject to oversight pursuant to, the
Exchange Act, and that Holdco's books and records will at all times be
made available for inspection and copying by the Commission, and by any
U.S. Regulated Subsidiary to the extent they are related to the
activities of such U.S. Regulated Subsidiary or any other U.S.
Regulated Subsidiary over which such U.S. Regulated Subsidiary has
regulatory authority or oversight. In addition, Holdco's books and
records related to the U.S. Regulated Subsidiaries will be maintained
within the United States, except that to the extent that books and
records may relate to both European subsidiaries and U.S. Regulated
Subsidiaries, Holdco may maintain such books and records either in the
home jurisdiction of one or more European subsidiaries or in the United
States.
     Amendments to Holdco Articles. The Holdco Articles would
provide that before any amendment to the Holdco Articles may be
effectuated by execution of a notarial deed of amendment, such
amendment would need to be submitted to the board of directors of each
U.S. Regulated Subsidiary and, if so determined by any such board,
would need to be filed with, or filed with and approved by, the
Commission before such amendment may become effective.
     Additional Matters. The Holdco Articles would include
provisions regarding cooperation with the Commission and the U.S.
Regulated

Subsidiaries, compliance with U.S. federal securities laws,
confidentiality of information regarding the U.S. Regulated
Subsidiaries' self-regulatory function, preservation of the
independence of the U.S. Regulated Subsidiaries' self-regulatory
function, and directors' consideration of the effect of Holdco's
actions on the U.S. Regulated Subsidiaries' ability to carry out their
respective responsibilities under the Exchange Act. In addition, the
Holdco Articles would provide that Holdco will take reasonable steps
necessary to cause its officers, directors and employees, prior to
accepting a position as an officer, director or employee, as
applicable, of Holdco to agree and consent in writing to the
applicability to them of these provisions of the Holdco Articles with
respect to their activities related to any U.S. Regulated Subsidiary.
The Holdco Articles would also provide that no person may be a director
of Holdco unless he or she has agreed and consented in writing to the
applicability to him or her of these provisions with respect to his or
her activities related to any U.S. Regulated Subsidiary. Holdco will
sign an irrevocable agreement and consent for the benefit of each U.S.
Regulated Subsidiary \13\ that it will comply with these provisions of
the Holdco Articles.\14\
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    \13\ The form of Holdco's agreement and consent is attached as
Exhibit 5C to this Proposed Rule Change.
    \14\ The Holdco Articles will also set forth certain
restrictions and requirements relating to Holdco's European
subsidiaries and applicable European regulatory matters, which will
be substantially consistent with the analogous restrictions and
requirements applicable with respect to Holdco's U.S. Regulated
Subsidiaries and U.S. regulatory matters.
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    In addition, Holdco would adopt a Director Independence Policy in
the form attached hereto as Exhibit 5D (the ``Holdco Independence
Policy''), which would be substantially similar to the current
Independence Policy of the NYSE Euronext board of directors. The
Proposed Rule Change filed by the NYSE in connection with the
combination describes the Holdco Independence Policy as it relates to
the current Independence Policy of the NYSE Euronext board of
directors.\15\
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    \15\ See File No. SR-NYSE-2011-51.
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    The text of the Proposed Rule Change is available at the Exchange,
the Commission's Public Reference Room, and on the Web site of the
Exchange (http://www.ise.com). The text of Exhibits 5A through 5D of
the Proposed Rule Change are also available on the Exchange's Web site
and on the Commission's Web site (http://www.sec.gov/rules/sro.shtml).
    Other than as described herein and set forth in the attached
Exhibits 5A through 5D, the Exchange will continue to conduct its
regulated activities in the manner currently conducted and will not
make any changes to its regulated activities in connection with the
Combination. If the Exchange determines to make any such changes, it
will seek approval of the Commission.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange has included
statements concerning the purpose of, and basis for, the Proposed Rule
Change. The text of these statements may be examined at the places
specified in Item IV below. The Exchange has prepared summaries, set
forth in Sections A, B and C below, of the most significant aspects of
such statements.

A. Purpose [sic]

    The purpose of this rule filing is to adopt the rules necessary to
permit Deutsche B[ouml]rse to effect the Combination and to amend the
ISE Holdings Bylaws and certain provisions of the Holdco Articles.
1. Overview of the Combination
    The Exchange is submitting this Proposed Rule Change to the
Commission in connection with the Combination of NYSE Euronext and
Deutsche B[ouml]rse. The Combination will create a holding company,
Holdco, which will hold the businesses of NYSE Euronext and Deutsche
B[ouml]rse. Following the Combination, each of NYSE Euronext and
Deutsche B[ouml]rse will be a separate subsidiary of Holdco. Holdco
expects the Combination will create a group that will be both a world
leader in derivatives and risk management and the premier global venue
for capital raising, with a truly global franchise and presence in many
of the world's financial centers including New York, London, Frankfurt,
Paris and Luxembourg. This global presence should facilitate providing
world-class services to global and local customers worldwide.
    Other than as described herein, Holdco and the Exchange will not
make any changes to the regulated activities of the DB Exchanges in
connection with the Combination, and, other than as described in the
separate proposed rule changes filed by each of the NYSE Exchanges in
connection with the Combination, Holdco and the NYSE Exchanges will not
make any changes to the regulated activities of the NYSE U.S. Regulated
Subsidiaries in connection with the Combination. If Holdco determines
to make any such changes to the regulated activities of any U.S.
Regulated Subsidiary, it will seek the approval of the Commission. The
Proposed Rule Change, if approved by the Commission, will not be
operative until the consummation of the Combination.
    The Combination will occur pursuant to the terms of the Business
Combination Agreement, dated as of February 15, 2011, as amended by
Amendment No. 1 dated as of May 2, 2011 and by Amendment No. 2 dated as
of June 16, 2011 (as it may be further amended from time to time, the
``Combination Agreement''), by and among NYSE Euronext, Deutsche
B[ouml]rse, Holdco and Pomme Merger Corporation, a Delaware corporation
and newly formed wholly owned subsidiary of Holdco (``Merger Sub'').
Subject to the terms and conditions set forth in the Combination
Agreement and in compliance with applicable law, Holdco has conducted a
public exchange offer (the ``Exchange Offer''), in which shareholders
of Deutsche B[ouml]rse have been afforded the opportunity to tender
each share of Deutsche B[ouml]rse for one ordinary share of Holdco
(each, a ``Holdco Share'').
    Immediately after the time that Holdco accepts for exchange, and
exchanges, the Deutsche B[ouml]rse shares that are validly tendered and
not withdrawn in the Exchange Offer, Merger Sub will merge with and
into NYSE Euronext, as a result of which NYSE Euronext will become a
wholly owned subsidiary of Holdco (the ``Merger''). In the Merger, each
outstanding share of NYSE Euronext common stock will be converted into
the right to receive 0.47 of a fully paid and non-assessable Holdco
Share. NYSE Euronext's obligation to complete the Merger is subject to
the completion of the Exchange Offer and the acquisition by Holdco of
all of the Deutsche B[ouml]rse shares validly tendered and not
withdrawn in the Exchange Offer. The completion of the Exchange Offer
(and, therefore, the completion of the Merger) is subject to the
satisfaction of a number of conditions, including that Deutsche
B[ouml]rse shares representing at least 75% of the Deutsche B[ouml]rse
shares outstanding, on a fully diluted basis, must be validly tendered
and not withdrawn in the Exchange Offer, and that holders of a majority
of the outstanding shares of NYSE Euronext shall have adopted the
Combination Agreement. Both of these conditions have been satisfied.

    Following the completion of the Exchange Offer, and depending on
the percentage of Deutsche B[ouml]rse shares acquired by Holdco in the
Exchange Offer, Deutsche B[ouml]rse and Holdco intend to complete a
post-completion reorganization pursuant to which Holdco will enter into
a domination agreement or a combination of a domination agreement and a
profit and loss transfer agreement, pursuant to which the remaining
shareholders of Deutsche B[ouml]rse will have limited rights, including
a limited ability to participate in the profits of Deutsche B[ouml]rse.
    Holdco expects the Combination will create a group that will be
both a world leader in derivatives and risk management and the premier
global venue for capital raising, with a truly global franchise and
presence in many of the world's financial centers including New York,
London, Frankfurt, Paris and Luxembourg. This global presence should
facilitate providing world-class services to global and local customers
worldwide. Following the Combination, Holdco and its subsidiaries
(together, the ``Holdco Group'') expect to serve as a benchmark
regulatory model, facilitating transparency and harmonization of
capital markets globally, while continuing to operate all national
exchanges under local regulatory frameworks and their respective brand
names.
2. Overview of the Holdco Group Following the Combination
    Following the Combination, Holdco will be a for-profit, publicly
traded corporation formed under the laws of The Netherlands and will
act as the holding company for the businesses of NYSE Euronext and
Deutsche B[ouml]rse. Holdco will hold all of the equity interests in
NYSE Euronext, which holds (1) 100% of the equity interest of NYSE
Group (which, in turn, directly or indirectly holds 100% of the equity
interests of the NYSE U.S. Regulated Subsidiaries) and (2) 100% of the
equity interest of Euronext N.V. (which, in turn, directly or
indirectly holds 100% of the equity interests of trading markets in
Belgium, France, the Netherlands, Portugal and the United Kingdom).
Holdco will also hold a majority of the equity interests in Deutsche
B[ouml]rse, which indirectly holds 50% of the equity interest of ISE
Holdings (which, in turn, holds (1) 100% of the equity interest of the
Exchange and (2) 31.54% of the equity interest of Direct Edge
Holdings). Direct Edge Holdings indirectly holds 100% of the equity
interest of EDGA and EDGX. Holdco intends to list its ordinary shares
on the New York Stock Exchange, the Frankfurt Stock Exchange and
Euronext Paris. The Holdco Group will have dual headquarters in
Frankfurt and New York.
    After the Combination, NYSE Group will continue to be directly
wholly owned by NYSE Euronext and will continue to directly or
indirectly own the three NYSE Exchanges--NYSE, NYSE Arca and NYSE
Amex--which provide marketplaces where investors buy and sell listed
companies' common stock and other securities as well as equity options
and securities traded on the basis of unlisted trading privileges. NYSE
Regulation, Inc., an indirect not-for-profit subsidiary of NYSE Group,
oversees FINRA's performance of certain market surveillance and
enforcement functions for NYSE Euronext's U.S. securities exchanges,
enforces listed company compliance with applicable standards, and
oversees regulatory policy determinations, rule interpretation and
regulation related rule development.
    In Europe, NYSE Euronext, Deutsche B[ouml]rse and their respective
subsidiaries own several European exchanges, including trading
operations on regulated and non-regulated markets for cash products in
Germany, France, Belgium, The Netherlands, and Portugal and derivatives
in the United Kingdom and in the five above-mentioned locations. As a
result, the activities of the NYSE Euronext and Deutsche B[ouml]rse
European markets are or may be subject to the jurisdiction and
authority of a number of European regulators, including the German
Federal Financial Supervisory Authority (Bundesanstalt f[uuml]r
Finanzdienstleistungsaufsicht), the Hessian Exchange Supervisory
Authority, the Dutch Minister of Finance, the French Minister of the
Economy, the French Financial Market Authority (Autorit[eacute] des
March[eacute]s Financiers), the French Prudential Supervisory Authority
(Autorit[eacute] de Contr[ocirc]le Prudentiel), the Netherlands
Authority for the Financial Markets (Autoriteit Financi[euml]le
Markten), the Belgian Financial Services and Markets Authority
(Autorit[eacute] des Services et March[eacute]s Financiers), the
Portuguese Securities Market Commission (Comiss[atilde]o do Mercado de
Valores Mobili[aacute]rios--CMVM) and the U.K. Financial Services
Authority (FSA).
    Other than certain modifications described herein, the current
corporate structure, governance and self-regulatory independence and
separation of the Exchange will be preserved. Specifically, after the
Combination, ISE Holdings' businesses and assets will continue to be
structured as follows:
     The Exchange will remain a direct wholly owned subsidiary
of ISE Holdings and an indirect 50% owned subsidiary of Deutsche
B[ouml]rse.
     The Combination will have no effect on the ability of any
party to trade securities on the Exchange, EDGX or EDGA.
    Similarly, Deutsche B[ouml]rse and its subsidiaries, and NYSE
Euronext and its subsidiaries, will continue to conduct their regulated
activities in the same manner as they are currently conducted, with any
changes subject to the relevant approvals of their respective European
regulators and, in the case of the U.S. Regulated Subsidiaries, with
any changes subject to the approval of the Commission.
    Holdco acknowledges that to the extent it becomes aware of possible
violations of the rules of the Exchange, it will be responsible for
referring such possible violations to the Exchange. In addition, Holdco
will become a party to the agreement among Deutsche B[ouml]rse, Eurex
Frankfurt, Eurex Z[uuml]rich, SIX (formerly SWX), SIX Group (formerly
SWX Group), Verein SIX Swiss Exchange (formerly SWX Swiss Exchange),
U.S. Exchange Holdings, Inc., ISE Holdings and the Exchange to provide
for adequate funding for the Exchange's regulatory responsibilities.
3. Proposed Approval of Waiver of Voting and Ownership Restrictions of
ISE Holdings
    Article FOURTH, Section III of the current ISE Holdings Certificate
provides that (1) No person, either alone or together with its
``related persons'' (as defined in the ISE Holdings Certificate), may
be entitled to vote or cause the voting of shares of ISE Holdings at
any time, directly, indirectly or pursuant to any voting trust,
agreement, plan or other arrangement, to the extent that such shares
represent more than 20% of the voting power of the then outstanding
votes entitled to be cast on such matter; and (2) no person, either
alone or together with its related persons, at any time, directly,
indirectly or pursuant to any voting trust, may enter into any
agreement, plan or other arrangement with any other person, either
alone or together with its related persons, under circumstances which
would result in the voting shares that shall be subject to such
agreement, plan or other arrangement not being voted on any matter or
matters or the withholding of any proxy relating thereto, where the
effect of such agreement, plan or arrangement would be to enable any
person, either alone or together with its related persons, to possess
more than 20% of the voting power of the then

outstanding votes entitled to be cast on any such matter (the ``ISE
Holdings Voting Restriction'').\16\ If any person, either alone or
together with its related persons, acquires voting power in excess of
the ISE Holdings Voting Restriction, the ISE Holdings board of
directors must notify the ISE Trust and such ISE Holdings Voting
Restriction shall result in the automatic transfer to the ISE Trust of
a majority of the voting shares then outstanding pro rata from the
holders thereof.
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    \16\ See Amended and Restated Certificate of Incorporation of
ISE Holdings, Article FOURTH, Section III.
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    In addition, the ISE Holdings Certificate provides that no person,
either alone or together with its related persons, may at any time of
record or beneficially own, directly or indirectly, shares of ISE
Holdings representing more than 40% of the then outstanding votes
entitled to be cast on any matter and no person who is a member of the
Exchange, either alone or together with its related person, may at any
time of record or beneficially own, directly or indirectly, shares of
ISE Holdings representing in the more than 20% of the then outstanding
votes entitled to be cast on any matter (the ``ISE Holdings Ownership
Restriction'').\17\ If any person, either alone or together with its
related persons, owns shares of ISE Holdings in excess of the ISE
Holdings Ownership Restriction, then the ISE Holdings board of
directors must notify the ISE Trust and such ISE Holdings Ownership
Restriction shall result in the automatic transfer to the ISE Trust of
a majority of the voting shares then outstanding pro rata from the
holders thereof.\18\
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    \17\ See Amended and Restated Certificate of Incorporation of
ISE Holdings, Article FOURTH, Section III.
    \18\ See Amended and Restated Certificate of Incorporation of
ISE Holdings, Article Fourth, Section III.
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    The ISE Holdings board of directors may waive the ISE Holdings
Voting Restriction and the ISE Holdings Ownership Restriction pursuant
to an amendment to the ISE Holdings Bylaws adopted by the ISE Holdings
board of directors, if in connection with the adoption of such
amendment, the board of directors in its sole discretion adopts a
resolution stating that it is the determination of the board of
directors that such amendment:
     Will not impair the ability of ISE Holdings and any of the
DB U.S. Regulated Subsidiaries, or facility thereof, to carry out their
respective responsibilities under the Exchange Act and the rules and
regulations thereunder;
     is otherwise in the best interest of ISE Holdings, its
stockholders and the DB U.S. Regulated Subsidiaries;
     will not impair the Commission's ability to enforce the
Exchange Act;
     for so long as ISE Holdings directly or indirectly
controls the Exchange, neither such person nor any of its related
persons is an ISE Member, EDGA Member or EDGX Member; and
     neither such person nor any of its related persons is
subject to any ``statutory disqualification'' (as such term is defined
in Section 3(a)(39) of the Exchange Act).\19\
---------------------------------------------------------------------------

    \19\ See Amended and Restated Certificate of Incorporation of
ISE Holdings, Article Fourth, Section III, and Amended and Restated
Bylaws of ISE Holdings, Article XI.
---------------------------------------------------------------------------

    Such amendment shall not be effective unless it has been filed with
and approved by the Commission under Section 19(b) of the Exchange Act
\20\ and has become effective thereunder.
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78s(b).
---------------------------------------------------------------------------

    In order to allow Holdco to indirectly own 50% of the outstanding
common stock of ISE Holdings upon consummation of the Combination,
Holdco has delivered written notice to the board of directors of ISE
Holdings pursuant to the procedures set forth in the ISE Holdings
Certificate requesting approval of its voting and ownership of ISE
Holdings shares in excess of the ISE Holdings Voting Restriction and
the ISE Holdings Ownership Restriction. Among other things, in this
notice, Holdco represented to the board of directors of ISE Holdings
that neither it, nor any of its related persons, is (1) An ISE Member;
(2) EDGA Member; (3) EDGX Member; or (4) subject to any ``statutory
disqualification.''
    At a meeting duly convened on September 16, 2011, the board of
directors of ISE Holdings adopted the ISE Holdings Bylaws Amendment to
permit Holdco, either alone or together with its related persons, to
exceed the ISE Holdings Ownership Restriction and the ISE Holdings
Voting Restriction. In adopting such amendment, the board of directors
of ISE Holdings made the necessary determinations set forth above and
approved the submission of this Proposed Rule Change to the Commission.
The Exchange will continue to operate and regulate its market and
members exactly as it has done prior to the Combination. Except as set
forth in this Proposed Rule Change, the Exchange is not proposing any
amendments to its trading or regulatory rules.
    With respect to the ability of the Commission to enforce the
Exchange Act as it applies to the Exchange after the Combination, the
Exchange will operate in the same manner following the Combination as
it operates today.\21\ Thus, the Commission will continue to have
plenary regulatory authority over the Exchange, as is the case
currently with the Exchange. As described in the following sections of
this filing, the Exchange is proposing certain provisions of the Holdco
Articles that will create an ownership structure that will provide the
Commission with appropriate oversight tools to ensure that the
Commission will have the ability to enforce the Exchange Act with
respect to each U.S. Regulated Subsidiary, its direct and indirect
parent entities and its directors, officers, employees and agents to
the extent they are involved in the activities of such U.S. Regulated
Subsidiary.
---------------------------------------------------------------------------

    \21\ The Exchange has been informed by NYSE Euronext, EDGA and
EDGX that the NYSE U.S. Regulated Subsidiaries, EDGA and EDGX,
respectively, are also expected to operate in the same manner
following the Combination as they operate today. This is addressed
in the separate proposed rule change filed by each of the NYSE
Exchanges, EDGA and EDGX.
---------------------------------------------------------------------------

    The ISE Holdings board of directors also determined that ownership
of ISE Holdings by Holdco is in the best interests of ISE Holdings, its
shareholders and the DB U.S. Regulated Subsidiaries. With respect to
the interests of the DB U.S. Regulated Subsidiaries, the board of
directors of ISE Holdings has noted, among other things, its
expectation that the Combination would over time create substantial
incremental efficiency and growth opportunities and that the Holdco
Group is expected to be a leader in a diverse set of large and growing
businesses, including derivatives, listings, cash equities, post-trade
settlement and asset servicing, market data and technology servicing.
    In addition, neither Holdco, nor any of its related persons, is (1)
An ISE Member; (2) an EDGA Member; (3) an EDGX Member; or (4) subject
to any ``statutory disqualification.''
    An extract with the relevant provisions of the ISE Holdings Bylaws
Amendment is attached as Exhibit 5A to the Proposed Rule Change and can
be found on the Exchange's Web site and the Commission's Web site.
    The Exchange hereby requests that the Commission approve the ISE
Holdings Bylaws Amendment and allow Holdco, either alone or with its
related persons, to indirectly own 50% of the outstanding common stock
of ISE Holdings upon and following the consummation of the Combination.

4. Proposed Amendments to Ownership and Voting Restrictions After the
Combination
Overview
    The Exchange is proposing that, effective as of the completion of
the Combination, the Holdco Articles would contain voting and ownership
restrictions that restrict any person, either alone or together with
its related persons, from having voting control over Holdco shares
entitling the holder thereof to cast more than 20% of the votes
entitled to be cast on any matter or beneficially owning Holdco shares
representing more than 40% of the outstanding votes that may be cast on
any matter (except that a 20% ownership restriction would apply to any
person who is a NYSE Member, an Amex Member, an ETP Holder, an OTP
Holder, an OTP Firm, an ISE Member, an EDGA Member or an EDGX Member).
    In addition, the Exchange is proposing that, effective as of the
Combination, the voting and ownership restrictions currently in the ISE
Holdings Certificate and the ISE Holdings Bylaws, as well as the
related waiver provisions set forth therein, would remain in effect,
except that they would be modified in certain respects as described
herein.\22\
---------------------------------------------------------------------------

    \22\ The current voting and ownership restrictions contained in
the certificate of incorporation of ISE Holdings, as well as the
related provisions contained in the amended and restated bylaws of
U.S. Exchange Holdings and the board resolutions of Deutsche
B[ouml]rse, Eurex Frankfurt AG and other indirect parent entities of
the Exchange, would remain in effect. The ISE Trust would also
remain unaltered and would continue to have rights to enforce these
restrictions.
---------------------------------------------------------------------------

Voting and Ownership Restrictions in Holdco Articles
    Under the Proposed Rule Change, the Holdco Articles would provide
that no person, either alone or together with its related persons, will
be entitled to vote or cause the voting of a number of shares of
Holdco, in person or by proxy or through any voting agreement or other
arrangement, which represent in the aggregate (1) More than 20% of the
then outstanding votes entitled to be cast on such matter; or (2) more
than 20% of the then outstanding votes entitled to be cast on any such
matter by virtue of agreements or arrangements entered into with other
persons to refrain from voting shares of Holdco (the ``Holdco Voting
Restriction'').\23\ The Holdco Articles would provide that Holdco will
be required to disregard any votes purported to be cast in excess of
the Holdco Voting Restriction.
---------------------------------------------------------------------------

    \23\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 34.1.
---------------------------------------------------------------------------

    In addition, the Holdco Articles would provide that any person who,
either alone or together with its related persons, beneficially owns
Holdco shares which represent in the aggregate more than 40% of the
outstanding votes entitled to be cast on any matter (except that a 20%
restriction would apply to any person who is a NYSE Member, an Amex
Member, an ETP Holder, an OTP Holder, an OTP Firm, an ISE Member, an
EDGA Member or an EDGX Member) (the ``Holdco Ownership Restriction''),
will be obligated to offer for sale and to transfer a number of Holdco
shares necessary so that such person, together with its related
persons, beneficially owns a number of Holdco shares that complies with
the Holdco Ownership Restriction (the ``Holdco Transfer
Obligation'').\24\ If such person(s) fails to comply with the Holdco
Transfer Obligation within two weeks, Holdco will be irrevocably
authorized to act on behalf of such person(s) in order to ensure
compliance with the Holdco Transfer Obligation.\25\
---------------------------------------------------------------------------

    \24\ See Form of Deed of Amendment to Holdco Articles of
Association, Articles 35.1 and 35.4.
    \25\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 35.7.
---------------------------------------------------------------------------

    Furthermore, the Holdco Articles would provide that in the event
any person, either alone or together with its related persons, exceeds
the Holdco Ownership Restriction (any such person(s), a ``Non-Compliant
Owner''), the Non-Compliant Owner would cease to have certain rights to
the extent that its shareholding exceeds the Holdco Ownership
Restriction. Specifically, the Non-Compliant Owner's rights to vote, to
attend general meetings of Holdco shareholders and to receive dividends
or other distributions attached to such shares in excess of the Holdco
Ownership Restriction would be suspended for so long as the Holdco
Ownership Restriction is exceeded.\26\
---------------------------------------------------------------------------

    \26\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 35.6.
---------------------------------------------------------------------------

    Pursuant to Section 2:87a of the Dutch Civil Code, the Non-
Compliant Owner may request that an independent expert be appointed to
determine the value of the Holdco shares, but such expert will have
discretion to determine that the value of the shares is equal to the
price received for the shares by the Non-Compliant Owner on any stock
exchange where the Holdco shares are listed.\27\
---------------------------------------------------------------------------

    \27\ See Form of Deed of Amendment to Holdco Articles of
Association, Articles 35.5.
---------------------------------------------------------------------------

    The voting and ownership restrictions will apply to each person
unless it (1) Delivers to the Holdco board of directors a written
notice of its intention to acquire voting power or ownership in excess
of the relevant limitation, and such notice is delivered at least 45
days (or such shorter period as the Holdco board of directors expressly
consents to) prior to acquiring Holdco shares in excess of the Holdco
Voting Restriction or Holdco Ownership Restriction, and (2) obtains a
written confirmation from the Holdco board of directors that the board
has expressly resolved to permit such voting or ownership, and (3) such
resolution has been filed with, and approved by, the Commission under
Section 19(b) of the Exchange Act and filed with, and approved by, the
relevant European regulators having appropriate jurisdiction and
authority.\28\ The Holdco board of directors may waive the Holdco
Voting Restriction and Holdco Ownership Restriction if it makes certain
determinations, which will be consistent with the determinations
currently required to be made by the board of directors of NYSE
Euronext and ISE Holdings in order to waive the voting and ownership
restrictions in the NYSE Euronext Certificate and the ISE Holdings
Certificate, respectively.\29\
---------------------------------------------------------------------------

    \28\ See Form of Deed of Amendment to Holdco Articles of
Association, Articles 34.2 and 35.2.
    \29\ See Form of Deed of Amendment to Holdco Articles of
Association, Articles 34.3 and 35.3.
---------------------------------------------------------------------------

5. Additional Matters To Be Addressed in the Holdco Articles \30\
---------------------------------------------------------------------------

    \30\ The Holdco Articles will set forth certain restrictions and
requirements relating to Holdco's European subsidiaries and
applicable European regulatory matters, which will be substantially
consistent with the analogous restrictions and requirements
applicable with respect to Holdco's U.S. Regulated Subsidiaries and
U.S. regulatory matters.
---------------------------------------------------------------------------

Jurisdiction Over Individuals
    Under the Proposed Rule Change, the Holdco Articles would provide
that Holdco and its directors, and to the extent that they are involved
in the activities of the U.S. Regulated Subsidiaries, (x) Holdco's
officers, and (y) those of its employees whose principal place of
business and residence is outside the United States, would be deemed to
irrevocably submit to the jurisdiction of the U.S. federal courts and
the Commission for the purposes of any suit, action or proceeding
pursuant to the U.S. federal securities laws, and the rules and
regulations thereunder, commenced or initiated by the Commission
arising out of, or relating to, the activities of the U.S. Regulated
Subsidiaries.\31\ The Holdco Articles would also provide that, with
respect to any such suit,

action, or proceeding brought by the Commission, Holdco and its
directors, officers and employees would (1) Be deemed to agree that
NYSE Group may serve as U.S. agent for purposes of service of process
in such suit, action, or proceeding relating to NYSE Group or any of
its subsidiaries, and ISE Holdings may serve as the U.S. agent for
proceedings relating to ISE Holdings or any of its subsidiaries; and
(2) be deemed to waive, and agree not to assert by way of motion, as a
defense or otherwise, in any such suit, action, or proceeding, any
claims that it or they are not personally subject to the jurisdiction
of the Commission, that the suit, action, or proceeding is an
inconvenient forum or that the venue of the suit, action, or proceeding
is improper, or that the subject matter thereof may not be enforced in
or by the U.S. federal courts or the Commission.\32\
---------------------------------------------------------------------------

    \31\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(c).
    \32\ See id.
---------------------------------------------------------------------------

    In addition, the Holdco Articles would provide that, so long as
Holdco directly or indirectly controls any U.S. Regulated Subsidiary,
the directors, officers and employees of Holdco will be deemed to be
directors, officers and employees of such U.S. Regulated Subsidiaries
for purposes of, and subject to oversight pursuant to, the Exchange
Act.\33\
---------------------------------------------------------------------------

    \33\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(f).
---------------------------------------------------------------------------

    The Holdco Articles would provide that Holdco will take reasonable
steps necessary to cause its directors, officers and employees, prior
to accepting a position as an officer, director or employee, as
applicable, of Holdco to agree and consent in writing to the
applicability to them of these jurisdictional and oversight provisions
with respect to their activities related to any U.S. Regulated
Subsidiary.\34\ The Holdco Articles would also provide that no person
may be a director of Holdco unless he or she has agreed and consented
in writing to the applicability to him or her of these jurisdictional
and oversight provisions with respect to his or her activities related
to any U.S. Regulated Subsidiary.\35\ Furthermore, Holdco would sign an
irrevocable agreement and consent for the benefit of each U.S.
Regulated Subsidiary \36\ that it will comply with these provisions in
the Holdco Articles.
---------------------------------------------------------------------------

    \34\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(m).
    \35\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 14.11.
    \36\ The form of Holdco's agreement and consent is attached as
Exhibit 5C to this Proposed Rule Change.
---------------------------------------------------------------------------

    The Exchange anticipates that the functions and activities of each
U.S. Regulated Subsidiary generally will be carried out by the officers
and directors of such U.S. Regulated Subsidiary, each of whom the
Commission has direct authority over pursuant to Section 19(h)(4) of
the Exchange Act.\37\
---------------------------------------------------------------------------

    \37\ 15 U.S.C. 78s(h)(4).
---------------------------------------------------------------------------

Access to Books and Records
    Under the Proposed Rule Change, the Holdco Articles would provide
that for so long as Holdco directly or indirectly controls any U.S.
Regulated Subsidiary, the books, records and premises of Holdco will be
deemed to be the books, records and premises of such U.S. Regulated
Subsidiaries for purposes of, and subject to oversight pursuant to, the
Exchange Act.\38\ In addition, the Holdco Articles would provide that
Holdco's books and records will at all times be made available for
inspection and copying by the Commission, and any U.S. Regulated
Subsidiary to the extent they are related to the activities of such
U.S. Regulated Subsidiary or any other U.S. Regulated Subsidiary over
which such U.S. Regulated Subsidiary has regulatory authority or
oversight.\39\ In addition, Holdco's books and records related to the
U.S. Regulated Subsidiaries will be maintained within the United
States, except that to the extent that books and records may relate to
both European subsidiaries and U.S. Regulated Subsidiaries, Holdco may
maintain such books and records either in the home jurisdiction of one
or more European subsidiaries or in the United States.\40\
---------------------------------------------------------------------------

    \38\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(f).
    \39\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(e).
    \40\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(g).
---------------------------------------------------------------------------

Additional Matters
    Under the Proposed Rule Change, the Holdco Articles would provide
that Holdco will comply with the U.S. federal securities laws and the
rules and regulations thereunder, and will cooperate with the
Commission and with the U.S. Regulated Subsidiaries pursuant to and to
the extent of their respective regulatory authority.\41\ In addition,
Holdco would be required to take reasonable steps necessary to cause
its agents to cooperate with the Commission and, where applicable, the
U.S. Regulated Subsidiaries pursuant to their regulatory authority.\42\
The Holdco Articles would also provide that, in discharging his or her
responsibilities as a member of the Holdco board of directors or as an
officer or employee of Holdco, each such director, officer or employee
will (a) comply with the U.S. federal securities laws and the rules and
regulations thereunder; (b) cooperate with the Commission; and (c)
cooperate with the U.S. Regulated Subsidiaries pursuant to and to the
extent of their regulatory authority (but this provision will not
create any duty owed by any director, officer or employee of Holdco to
any person to consider, or afford any particular weight to, any such
matters or to limit his or her consideration to such matters).\43\
---------------------------------------------------------------------------

    \41\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(a).
    \42\ See id.
    \43\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(l).
---------------------------------------------------------------------------

    The Holdco Articles would also provide that all confidential
information that comes into the possession of Holdco pertaining to the
self-regulatory function of any U.S. Regulated Subsidiary will (a) not
be made available to any persons other than to those officers,
directors, employees and agents of Holdco that have a reasonable need
to know the contents thereof; (b) be retained in confidence by Holdco
and the officers, directors, employees and agents of Holdco; and (c)
not be used for any commercial purposes.\44\ In addition, the Holdco
Articles would provide that these obligations regarding such
confidential information will not be interpreted so as to limit or
impede (i) the rights of the Commission or the relevant U.S. Regulated
Subsidiary to have access to and examine such confidential information
pursuant to the U.S. federal securities laws and the rules and
regulations thereunder; or (ii) the ability of any officers, directors,
employees or agents of Holdco to disclose such confidential information
to the Commission or any U.S. Regulated Subsidiary.\45\
---------------------------------------------------------------------------

    \44\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(h).
    \45\ See id.
---------------------------------------------------------------------------

    Additionally, the Holdco Articles would provide that, for so long
as Holdco directly or indirectly controls any U.S. Regulated
Subsidiary, Holdco and its directors, officers and employees will give
due regard to the preservation of the independence of the self-
regulatory function of such U.S. Regulated Subsidiary and to its
obligations to investors and the general public, and will not take any
actions that would interfere with the effectuation of any decisions by
the board of directors or managers of such U.S. Regulated Subsidiary
relating to its regulatory responsibilities (including enforcement and
disciplinary matters) or that would interfere with the ability of such
U.S. Regulated Subsidiary to

carry out its responsibilities under the Exchange Act.\46\
---------------------------------------------------------------------------

    \46\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(i).
---------------------------------------------------------------------------

    Finally, the Holdco Articles would provide that each director of
Holdco would, in discharging his or her responsibilities, to the
fullest extent permitted by applicable law, take into consideration the
effect that Holdco's actions would have on the ability of (a) the U.S.
Regulated Subsidiaries to carry out their responsibilities under the
Exchange Act; and (b) the U.S. Regulated Subsidiaries, NYSE Group, ISE
Holdings and Holdco to (1) Engage in conduct that fosters and does not
interfere with the ability of the U.S. Regulated Subsidiaries, NYSE
Group, ISE Holdings and Holdco to prevent fraudulent and manipulative
acts and practices in the securities markets; (2) promote just and
equitable principles of trade in the securities markets; (3) foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities; (4) remove impediments to and
perfect the mechanisms of a free and open market in securities and a
U.S. national securities market system; and (5) in general, protect
investors and the public interest.\47\ This requirement would not,
however, create any duty owed by any director, officer or employee of
Holdco to any person to consider, or afford any particular weight to,
any of the foregoing matters or to limit his or her consideration to
such matters.\48\
---------------------------------------------------------------------------

    \47\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(k).
    \48\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(k).
---------------------------------------------------------------------------

    In addition, the Holdco Articles would provide that Holdco will
take reasonable steps necessary to cause its officers, directors and
employees, prior to accepting a position as an officer, director or
employee, as applicable, of Holdco to agree and consent in writing to
the applicability to them of these provisions of the Holdco Articles
with respect to their activities related to any U.S. Regulated
Subsidiary.\49\ The Holdco Articles would also provide that no person
may be a director of Holdco unless he or she has agreed and consented
in writing to the applicability to him or her of these provisions with
respect to his or her activities related to any U.S. Regulated
Subsidiary.\50\
---------------------------------------------------------------------------

    \49\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 3.2(m).
    \50\ See Form of Deed of Amendment to Holdco Articles of
Association, Article 14.11.
---------------------------------------------------------------------------

    Holdco would also sign an irrevocable agreement and consent for the
benefit of each U.S. Regulated Subsidiary that it will comply with
provisions in the Holdco Articles regarding (1) Cooperation with the
Commission and such U.S. Regulated Subsidiaries; (2) compliance with
U.S. federal securities laws; (3) inspection and copying of Holdco's
books, records and premises; (4) Holdco's books, records, premises,
officers, directors and employees being deemed to be those of U.S.
Regulated Subsidiaries; (5) maintenance of books and records in the
United States; (6) confidentiality of information regarding the U.S.
Regulated Subsidiaries' self-regulatory function; (7) preservation of
the independence of the self-regulatory function of the U.S. Regulated
Subsidiaries; and (8) taking reasonable steps to cause Holdco's
officers, directors and employees to consent to the applicability to
them of the Holdco Articles. The form of Holdco's agreement and consent
is attached as Exhibit 5C to this Proposed Rule Change.
Amendments to the Holdco Articles
    Under the Proposed Rule Change, the Holdco Articles would provide
that, before any amendment to or repeal of any provision of the Holdco
Articles may become effectuated by means of a notarial deed of
amendment, the same will be submitted to the board of directors of each
U.S. Regulated Subsidiary (or the boards of directors of their
successors) and if any or all of such boards of directors determine
that the same must be filed with, or filed with and approved by, the
Commission before the same may be effective under Section 19 of the
Exchange Act and the rules promulgated thereunder, then the same will
not be effective until filed with, or filed with and approved by, the
Commission, as the case may be. These requirements would also apply to
any action by Holdco that would have the effect of amending or
repealing any provision of the Holdco Articles.
Holdco Director Independence Policy
    Under the Proposed Rule Change, Holdco would adopt the Holdco
Independence Policy in the form attached hereto as Exhibit 5D, which
would be substantially similar to the current Independence Policy of
the NYSE Euronext board of directors. The Proposed Rule Change filed by
the NYSE in connection with the combination describes the Holdco
Independence Policy as it relates to the current Independence Policy of
the NYSE Euronext board of directors.\51\
---------------------------------------------------------------------------

    \51\ See File No. SR-NYSE-2011-51.
---------------------------------------------------------------------------

6. Statutory Basis
    The Exchange believes that this filing is consistent with Section
6(b) \52\ of the Exchange Act in general, and furthers the objectives
of Section 6(b)(1) \53\ in particular, in that it enables the Exchange
to be so organized as to have the capacity to be able to carry out the
purposes of the Exchange Act and to comply, and to enforce compliance
by its exchange members and persons associated with its exchange
members, with the provisions of the Exchange Act, the rules and
regulations thereunder, and the rules of the Exchange. With respect to
the ability of the Commission to enforce the Exchange Act as it applies
to the Exchange after the Combination, the Exchange will operate in the
same manner following the Combination as it operates today. Thus, the
Commission will continue to have plenary regulatory authority over the
Exchange, as is the case currently with the Exchange. The Proposed Rule
Change is consistent with and will facilitate an ownership structure
that will provide the Commission with appropriate oversight tools to
ensure that the Commission will have the ability to enforce the
Exchange Act with respect to each U.S. Regulated Subsidiary, its direct
and indirect parent entities and its directors, officers, employees and
agents to the extent they are involved in the activities of such U.S.
Regulated Subsidiary.
---------------------------------------------------------------------------

    \52\ 15 U.S.C. 78(f)(b).
    \53\ 15 U.S.C. 78(f)(b)(1).
---------------------------------------------------------------------------

    The Exchange also believes that this filing furthers the objectives
of Section 6(b)(5) \54\of the Exchange Act because the Proposed Rule
Change summarized herein would be consistent with and facilitate a
governance and regulatory structure that is designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to foster cooperation and coordination
with persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, to remove impediments to, and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest. The Exchange expects that
the Combination will position the Holdco Group to be a leader in a
diverse set of large and growing businesses, including derivatives,
listings, cash equities, post-trade settlement and asset servicing,
market data and technology servicing. The Exchange believes this will
enable the Holdco Group to leverage

technology and a unique collection of markets to create a mutually
reinforcing capital markets community driving efficiencies and
innovation for clients and efficient, transparent and well-regulated
markets for issuers and clients. As a true pacesetter across the
spectrum of capital markets services, the Holdco Group would be
positioned to offer clients global scale, product innovation,
operational and capital efficiencies and an enhanced range of
technology and market information solutions.
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 78(f)(b)(5).
---------------------------------------------------------------------------

    In addition, the Exchange expects that the Holdco Group would be
positioned to serve as a benchmark regulatory model, facilitating
transparency and standardization in capital markets globally, while
continuing to operate all national exchanges under local regulatory
frameworks.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the Proposed Rule Change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others

    The Exchange has neither solicited nor received written comments on
the Proposed Rule Change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to<EMAIL_ADDRESS>Please include
File Number SR-ISE-2011-69 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-ISE-2011-69. This file
number should be included on the subject line if e-mail 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 Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change 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 Web site 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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You
shouldsubmit only information that you wish to make available publicly.
All submissions should refer to File Number SR-ISE-2011-69 and should
be submitted on or before November 10, 2011.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\55\
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    \55\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-27195 Filed 10-19-11; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 76 (Monday, April 21, 2014)]
[Notices]
[Pages 22153-22154]
[FR Doc No: 2014-08920]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

[USCG-2014-0207]

Information Collection Request to Office of Management and Budget

AGENCY: Coast Guard, DHS.

ACTION: Sixty-day notice requesting comments.

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SUMMARY: In compliance with the Paperwork Reduction Act of 1995, the
U.S. Coast Guard intends to submit an Information Collection Request
(ICRs) to the Office of Management and Budget (OMB), Office of
Information and Regulatory Affairs (OIRA), requesting approval of an
extension to the following collection of information: 1625-0073,
Alteration of Unreasonably Obstructive Bridges. Our ICR describes the
information we seek to collect from the public. Before submitting this
ICR to OIRA, the Coast Guard is inviting comments as described below.

DATES: Comments must reach the Coast Guard on or before June 20, 2014.

ADDRESSES: You may submit comments identified by Coast Guard docket
number [USCG-2014-0207] to the Docket Management Facility (DMF) at the
U.S. Department of Transportation (DOT). To avoid duplicate
submissions, please use only one of the following means:
    (1) Online: http://www.regulations.gov.
    (2) Mail: DMF (M-30), DOT, West Building Ground Floor, Room W12-
140, 1200 New Jersey Avenue SE., Washington, DC 20590-0001.
    (3) Hand delivery: Same as mail address above, between 9 a.m. and 5
p.m., Monday through Friday, except Federal holidays. The telephone
number is<PHONE_NUMBER>.
    (4) Fax:<PHONE_NUMBER>. To ensure your comments are received in a
timely manner, mark the fax, to attention Desk Officer for the Coast
Guard.
    The DMF maintains the public docket for this Notice. Comments and
material received from the public, as well as documents mentioned in
this Notice as being available in the docket, will become part of the
docket and will be available for inspection or copying at Room W12-140
on the West Building Ground Floor, 1200 New Jersey Avenue SE.,
Washington, DC, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal holidays. You may also find the docket on the Internet
at http://www.regulations.gov.
    Copies of the ICR(s) are available through the docket on the
Internet at http://www.regulations.gov. Additionally, copies are
available from: Commandant (Cg-612), Attn Paperwork Reduction Act
Manager, U.S. Coast Guard, 2703 Martin Luther King Jr. Ave. SE., Stop
7710, Washington, DC 20593-7710.

FOR FURTHER INFORMATION CONTACT: Mr. Anthony Smith, Office of
Information Management, telephone<PHONE_NUMBER>, or fax<PHONE_NUMBER>,
for questions on these documents. Contact Ms. Cheryl Collins, Program
Manager, Docket Operations,<PHONE_NUMBER>, for questions on the docket.

SUPPLEMENTARY INFORMATION:

Public Participation and Request for Comments

    This Notice relies on the authority of the Paperwork Reduction Act
of 1995; 44 U.S.C. Chapter 35, as amended. An ICR is an application to
OIRA seeking the approval, extension, or renewal of a Coast Guard
collection of information (Collection). The ICR contains information
describing the Collection's purpose, the Collection's likely burden on
the affected public, an explanation of the necessity of the Collection,
and other important information describing the Collection. There is one
ICR for each Collection.
    The Coast Guard invites comments on whether these ICRs should be
granted based on the Collections being necessary for the proper
performance of Departmental functions. In particular, the Coast Guard
would appreciate comments addressing: (1) The practical utility of the
Collections; (2) the accuracy of the estimated burden of the
Collections; (3) ways to enhance the quality, utility, and clarity of
information subject to the Collections; and (4) ways to minimize the
burden of the Collections on respondents, including the use of
automated collection techniques or other forms of information
technology. In response to your comments, we may revise these ICRs or
decide not to seek approval of revisions of the Collections. We will
consider all comments and material received during the comment period.
    We encourage you to respond to this request by submitting comments
and related materials. Comments must contain the OMB Control Number of
the ICR and the docket number of this request, [USCG-2014-0207], and
must be received by June 20, 2014. We will post all comments received,
without change, to http://www.regulations.gov. They will include any
personal information you provide. We have an agreement with DOT to use
their DMF. Please see the ``Privacy Act'' paragraph below.

Submitting comments

    If you submit a comment, please include the docket number [USCG-
2014-0207], indicate the specific section of the document to which each
comment applies, providing a reason for each comment. You may submit
your comments and material online (via http://www.regulations.gov), by
fax, mail, or hand delivery, but please use only one of these means. If
you submit a comment online via www.regulations.gov, it will be
considered received by the Coast Guard when you successfully transmit
the comment. If you fax, hand deliver, or mail your comment, it will be
considered as having been received by the Coast Guard when it is
received at the DMF. We recommend you include your name, mailing
address, an email address, or other contact information in the body of
your document so that we can contact you if we have questions regarding
your submission.
    You may submit your comments and material by electronic means,
mail, fax, or delivery to the DMF at the address under ADDRESSES; but
please submit them by only one means. To submit your comment online, go
to http://www.regulations.gov, and type ``USCG-2014-0207'' in the
``Search'' box. If you submit your comments by mail or hand delivery,
submit them in an unbound format, no larger than 8\1/2\ by 11 inches,
suitable for copying and electronic filing. If you submit comments by
mail and would like to know that they reached the Facility, please
enclose a

stamped, self-addressed postcard or envelope. We will consider all
comments and material received during the comment period and will
address them accordingly.
    Viewing comments and documents: To view comments, as well as
documents mentioned in this Notice as being available in the docket, go
to http://www.regulations.gov, click on the ``read comments'' box,
which will then become highlighted in blue. In the ``Search'' box
insert ``USCG-2014-0207'' and click ``Search.'' Click the ``Open Docket
Folder'' in the ``Actions'' column. You may also visit the DMF in Room
W12-140 on the ground floor of the DOT West Building, 1200 New Jersey
Avenue SE., Washington, DC 20590, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.

Privacy Act

    Anyone can search the electronic form of comments received in
dockets by the name of the individual submitting the comment (or
signing the comment, if submitted on behalf of an association,
business, labor union, etc.). You may review a Privacy Act statement
regarding Coast Guard public dockets in the January 17, 2008, issue of
the Federal Register (73 FR 3316).

Information Collection Request

    1. Title: Alternation of unreasonably Obstructive Bridges.
    Omb Control Number: 1625-0073.
    Summary: The collection of information is a request to determine if
the bridge is unreasonably obstructive to navigation.
    Need: 33 U.S.C. 494, 502, 511, 513, 514, 515, 516, 517, 521, 522,
523, and 524 authorize the Coast Guard to remove or alter the bridges
and causeways that go over navigable waters of the United States and
deemed to be unreasonably obstructive.
    Forms: None.
    Respondents: Public and private owners of bridges over navigable
waters of the United States.
    Frequency: On occasion.
    Burden Estimate: The estimated burden remains unchanged at 240
hours a year due.
    Authority: The Paperwork Reduction Act of 1995; 44 U.S.C. Chapter
35, as amended.

    Dated: April 14, 2014.
R.E. Day,
Rear Admiral, U.S. Coast Guard, Assistant Commandant for Command,
Control, Communications, Computers and Information Technology.
[FR Doc. 2014-08920 Filed 4-18-14; 8:45 am]
BILLING CODE 9110-04-P


[Federal Register: July 17, 2006 (Volume 71, Number 136)]
[Notices]
[Page 40502-40503]
[DOCID:fr17jy06-58]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 946-007]

Hyrum City; Notice of Scoping Meetings and Site Visit and
Soliciting Scoping Comments

July 11, 2006.
    Take notice that the following hydroelectric application has been
filed with the Commission and is available for public inspection.
    a. Type of Application: A Subsequent License. (Minor Project).
    b. Project No.: 946-007.
    c. Date filed: April 28, 2006.
    d. Applicant: Hyrum City.
    e. Name of Project: Hyrum City Hydroelectric Project.
    f. Location: On the Blacksmith Fork River in Hyrum City, Cache
County, Utah. The project affects about 17.03 acres of federal lands
within the Wasatch Cache National Forest.
    g. Filed Pursuant to: Federal Power Act 16 U.S.C. 791(a)-825(r).
    h. Applicant Contact: Dean Howard, Mayor Hyrum City, 83 West Main
Street, Hyrum, Utah 84319;<PHONE_NUMBER>, or Ken Tuttle or Mike
Wilcox, Sunrise Engineering, Inc., 25 East 500 North, Fillmore, UT
84631;<PHONE_NUMBER>.
    i. FERC Contact: Gaylord Hoisington,<PHONE_NUMBER> or
<EMAIL_ADDRESS>
    j. Deadline for filing scoping comments: August 30, 2006.
    All documents (original and eight copies) should be filed with:
Magalie R. Salas, Secretary, Federal Energy Regulatory Commission, 888
First Street, NE., Washington, DC 20426.
    The Commission's Rules of Practice and Procedure require all
interveners filing documents with the Commission to serve a copy of
that document on each person on the official service list for the
project. Further, if an intervener files comments or documents with the
Commission relating to the merits of an issue that may affect the
responsibilities of a particular resource agency, they must also serve
a copy of the document on that resource agency.
    Scoping comments may be filed electronically via the Internet in
lieu of paper. The Commission strongly encourages electronic filings.
See 18 CFR 385.2001(a)(1)(iii) and the instructions on the Commission's
Web site (http://www.ferc.gov) under the ``e-Filing'' link.

    k. This application is not ready for environmental analysis at this
time.
    l. The existing Hyrum City's Hydropower Project includes the
following constructed facilities: (1) A 15-foot-high, 70-foot-long
earth-fill concrete core embankment to the north, a 14-foot-high, 65-
foot-long concrete spillway section, a 15-foot-high, 125-foot-long
earth-fill concrete core embankment to the north which makes the total
length of the dam approximately 260-foot-long; (2) a 16-foot-high, 8-
foot-wide concrete intake structure with a 20-foot-high, 8-foot-wide
trash rack and fish ladder; (3) a 60-inch-diameter concrete penstock
inlet with head gate; (4) a 3,470-foot-long, 48-inch-diameter concrete
penstock going into a 130-foot-long, 42-inch-diameter steel penstock;
(5) a 37-acre-foot de-silting pond; (6) a 26-foot-wide, 39-foot-long,
20-foot-high brick powerhouse; (7) a 400-kilowatt Leffel horizontal
shaft scroll case turbine; (8) a 100-foot, 2.4-kV underground
transmission line; and (9) appurtenant facilities.
    m. A copy of the application is available for review at the
Commission in the Public Reference Room or may be viewed on the
Commission's Web site at http://www.ferc.gov using the ``eLibrary''

link. Enter the docket number excluding the last three digits in the
docket number field to access the document. For assistance, contact
FERC Online Support at<EMAIL_ADDRESS>or toll-free at 1-
866-208-3676, or for TTY,<PHONE_NUMBER>. A copy is also available for
inspection and reproduction at the address in item h above.
    You may also register online at http://www.ferc.gov/docs-filing/esubscription.asp
 to be notified via e-mail of new filings and

issuances related to this or other pending projects. For assistance,
contact FERC Online Support.
    n. Scoping Process.
    The Commission intends to prepare an Environmental Assessment (EA)
on the project in accordance with the National Environmental Policy
Act. The EA will consider both site-specific and cumulative
environmental impacts and reasonable alternatives to the proposed
action.

Scoping Meetings

    FERC staff will conduct one agency scoping meeting and one public
meeting. The agency scoping meeting will focus on resource agency and
non-governmental organization (NGO) concerns, while the public scoping
meeting is primarily for public input. All interested individuals,
organizations, and agencies are invited to attend one or both of the
meetings, and to assist the staff in identifying the scope of the
environmental issues that should be analyzed in the EA. The times and
locations of these meetings are as follows:

Agency Scoping Meeting.
Date: Monday, July 31, 2006.
Time: 1:30 p.m. (MST).
Place: City of Hyrum Town Council Meeting Hall.
Address: 83 West Main Street, Hyrum, UT 84319.

Public Scoping Meeting.
Date: Monday, July 31, 2006.
Time: 7 p.m. (MST).
Place: City of Hyrum Town Council Meeting Hall.

Address: 83 West Main Street, Hyrum, UT 84319.

    Copies of the Scoping Document (SD1) outlining the subject areas to
be addressed in the EA were distributed to the parties on the
Commission's mailing list. Copies of the SD1 will be available at the
scoping meeting or may be viewed on the Web at http://www.ferc.gov

using the ``eLibrary'' link (see item m above).

Site Visit

    The Applicant and FERC staff will conduct a project site visit
beginning at 9 a.m. on Monday July 31, 2006. All interested
individuals, organizations, and agencies are invited to attend. All
participants should RSVP to Guy McBride at<PHONE_NUMBER>. All
participants are responsible for their own transportation to the site.

Objectives

    At the scoping meetings, the staff will: (1) Summarize the
environmental issues tentatively identified for analysis in the EA; (2)
solicit from the meeting participants all available information,
especially quantifiable data, on the resources at issue; (3) encourage
statements from experts and the public on issues that should be
analyzed in the EA, including viewpoints in opposition to, or in
support of, the staff's preliminary views; (4) determine the resource
issues to be addressed in the EA; and (5) identify those issues that
require a detailed analysis, as well as those issues that do not
require a detailed analysis.

Procedures

    The meetings are recorded by a stenographer and become part of the
formal record of the Commission proceeding on the project.
    Individuals, organizations, and agencies with environmental
expertise and concerns are encouraged to attend the meeting and to
assist the staff in defining and clarifying the issues to be addressed
in the EA.

Magalie R. Salas,
Secretary.
[FR Doc. E6-11263 Filed 7-14-06; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 84, Number 248 (Friday, December 27, 2019)]
[Notices]
[Page 71407]
[FR Doc No: 2019-28011]

=======================================================================
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ENVIRONMENTAL PROTECTION AGENCY

[FRL-10003-72-OA]

Notice of Meeting of the EPA Children's Health Protection
Advisory Committee (CHPAC)

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice of public federal advisory committee teleconference.

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SUMMARY: Pursuant to the provisions of the Federal Advisory Committee
Act, notice is hereby given that the Children's Health Protection
Advisory Committee (CHPAC) will hold a public teleconference on January
15th, 2020 from 10:30 a.m. to 12:00 p.m. EST. The Children's Health
Protection Advisory Committee is a federal advisory committee which
advises EPA on science, regulations and other issues relating to
children's environmental health.

DATES: January 15, 2020 from 10:30 a.m. to 12:00 p.m. EST.

FOR FURTHER INFORMATION CONTACT: Nica Louie, Office of Children's
Health Protection, U.S. EPA, MC 1107T, 1200 Pennsylvania Avenue NW,
Washington, DC 20460,<PHONE_NUMBER> or<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: The meetings of the CHPAC are open to the
public. An agenda will be posted to https://www.epa.gov/children/childrens-health-protection-advisory-committee-chpac.
    Purpose of Meeting: The purpose of this teleconference is to
discuss and finalize CHPAC's risk communication comment letter to the
EPA Administrator.
    Access and Accommodations: For information on access or services
for individuals with disabilities, please contact Nica Louie at 202-
564-7633 or<EMAIL_ADDRESS>
    Dated: December 12, 2019.
Nica Louie,
Environmental Health Scientist.
[FR Doc. 2019-28011 Filed 12-26-19; 8:45 am]
 BILLING CODE 6560-50-P


MEMORANDUM

DATE:  7/29/15

FROM:  Ken Mitchell/EPA Region 4

TO:   Clean Power Plan for Existing Power Plants; Docket Id: OAR - 2013-0602

SUBJECT:  Discussion of the Clean Power Plan with R4 State Agencies (moderated by the Duke Nicholas Institute)

SUMMARY:         REGION 4 PROVIDED INFORMATION ON THE CLEAN POWER PLAN with Region 4 State Agencies (moderated by the Duke Nicholas Institute) in Atlanta, GA, on May 22, 2015.  The Clean Power Plan for Existing Power Plants was proposed on June 2, 2014.   ATTENDEES:

EPA See attached list

External Stakeholders Tim Profeta/Duke Nicholas Institute David Hoppock/Duke Nicholas Institute See attached list

ATTACHMENTs

First Name Last Name Title Organization Albert Pearce Environmental Engineer Environmental Protection Division Beverly Banister Director, R4 Air Division U.S. EPA Region 4 APTMD Brian Murray Director, Economic Analysis  Nicholas Institute Carol Kemker Deputy Director, R4 Air Division U.S. EPA R4 APTMD Chad LaFontaine Environmental Engineer MDEQ Christopher Garbacz Director, Economics MPUS Chuck Mueller Assistant Branch Chief Georgia EPD Dale Hurst Environmental Manager Alabama Department of Environmental Management David Hoppock Senior Policy Associate Nicholas Institute Dika Kuoh NOx/Combustion Permitting Manager Georgia Environmental Protection Division Doug Carr Chief of the Energy Branch Alabama Department of Environmental Management Eddy Moore Managing Attorney Arkansas Public Service Commission Elisabeth Munsey Unit Manager EPD, Air Branch Gene Soult Senior Research Analyst  SC Office of Regulatory Staff James Boylan Manager, Planning & Support Program Georgia EPD James Johnston Deputy Director Department of Environment & Conservation Jamie Barber EERE MANAGER GA Public Service Commission John Hornback Executive Director Metro 4/SESARM John Lyons Assistant Secretary for Climate Policy Kentucky Energy and Environment Cabinet Joseph Goffman Associate Assistant Administrator & Senior Counsel U.S. EPA Juan Santiago OAQPS U.S. EPA Julie DeMeester Policy Analyst Nicholas Institute for Environmental Policy Solutions Justin Green Director Division of Air Resource Management, DEP  Karen Hays Policy and Radiation Program Manager Georgia Environmental Protection Division Keith Bentley Air Branch Chief Georgia EPD Ken  Mitchell Special Assistant to the Director U.S. EPA R4 APTMD Maeve Mason Program Manager SCDHEC Michael Monroe Environmental Health Manager III SCDHEC Michael  Dowd Director, Air Division Va DEQ Myra Reece Bureau Chief SC DHEC Nicholas Cooper Utilities Engineer Georgia Public Service Commission Rob Trokey Utilities Analyst GA PSC Sheree Kernizan Director, Electric Unit GA PSC Talina Mathews Director, Energy Generation, Transmission and Distribution KY Dept of Energy Dev and Independence Taruna Vanjani Environmental Engineer GADNR Tim Profeta Director Nicholas Institute for Environmental Policy Solutions William "Fred" Durham Director WVDEP-Division of Air Quality