[Federal Register Volume 86, Number 226 (Monday, November 29, 2021)]
[Notices]
[Pages 67800-67829]
[FR Doc No: 2021-25745]

Vol. 86

Monday,

No. 226

November 29, 2021

Part II

Securities and Exchange Commission

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

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

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SECURITIES AND EXCHANGE COMMISSION

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

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

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

A. Purpose of the Amendments

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

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

B. Governing or Constituent Documents

    Not applicable.

C. Implementation of Amendment

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

D. Development and Implementation Phases

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

E. Analysis of Impact on Competition

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

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

    Not applicable.

G. Approval by Sponsors in Accordance With Plans

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

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

    Not applicable.

I. Terms and Conditions of Access

    Not applicable.

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

    Not applicable.

K. Method and Frequency of Processor Evaluation

    Not applicable.

L. Dispute Resolution

    Not applicable.

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

A. Reporting Requirements

    Not applicable.

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

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

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

C. Manner of Consolidation

    Not applicable.

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

    Not applicable.

E. Rules and Procedures Addressed to Fraudulent or Manipulative
Dissemination

    Not applicable.

F. Terms of Access to Transaction Reports

    Not applicable.

G. Identification of Marketplace of Execution

    Not applicable.

III. Solicitation of Comments

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

Electronic Comments

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

Paper Comments

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

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

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

Attachments

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

ATTACHMENT A

PROPOSED CHANGES TO THE CTA PLAN

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

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

I. Definitions

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

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

II. Purpose of this CTA Plan

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

III. Parties

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

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

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

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

Plan business requires confidential treatment.

IV. Administration of the CTA Plan

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

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

Required Disclosures for the CTA Plan

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

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

V. The Processor and Competing Consolidators

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

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

VI. Consolidated Tape

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

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

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

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

VII. Eligible Securities

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

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

VIII. Collection and Reporting of Last Sale Data

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

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

IX. Receipt and Use of CTA Information

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

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

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

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

XI. Operational Matters

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

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

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

XII. Financial Matters

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

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

where:

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

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

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

XIII. Concurrent Use of Facilities

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

information by the Processor as herein provided shall be subject to the
same terms and conditions as those applicable to the reporting and
dissemination of transactions in Eligible Securities, including
compliance with the tape format and technical specifications to which
Section VI(c) refers.
    (c) Primacy of Eligible Securities. The collection, processing,
validation and dissemination of concurrent use information by the
Processor may in no way or manner interfere with the implementation of,
operations under, and rights and obligations created by this CTA Plan
in respect of last sale price information relating to completed
transactions in Eligible Securities and contracts made, and the
exercise of authority delegated, pursuant thereto. To the extent deemed
necessary or appropriate, CTA shall develop procedures to avoid,
insofar as possible, any interference with the orderly reporting and
dissemination of transactions in Eligible Securities on the
consolidated tape resulting from the reporting and dissemination of
concurrent use information.
    (d) Revenue sharing. The dissemination of concurrent use
information shall have no impact on, and be wholly independent of, the
revenue sharing provisions of Section XII and the computations
thereunder. Except as Section XII(b)(i) otherwise provides in respect
of bonds traded on the NYSE, transactions in concurrent use securities
shall not be taken into consideration in connection with any
computations made pursuant to Section XII of this CTA Plan, which
computations are based on the number of last sale prices reported on